Director payments on transfer of undertaking require disclosure and member approval; unlawful sums held on trust. No director may accept payment for loss of office or retirement connected to transfer of any undertaking, property or certain share transfers unless prescribed particulars, including amount, are disclosed to members and the proposal is approved at a general meeting. Payments to managing or whole-time directors are subject to prescribed limits. If approval fails for want of quorum the proposal is not approved. Amounts received in contravention are deemed received in trust for the company, and a director in default is liable to a penalty; other disclosure laws remain unaffected.