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(1)If an offence under section 277A is committed by a body corporate or a partnership and—
(a)is committed with the consent or connivance of a relevant person in relation to the body or partnership, or
(b)is attributable to neglect on the part of such a person,
the person (as well as the body or partnership) commits the offence and is liable to be proceeded against and punished accordingly.
(2)A “relevant person” is—
(a)in relation to a body corporate other than one whose affairs are managed by its members—
(i)a director, manager, secretary or other similar officer of the body, or a person purporting to act in such a capacity, or
(ii)a shadow director within the meaning of section 251 of the Companies Act 2006;
(b)in relation to a limited liability partnership or other body corporate whose affairs are managed by its members—
(i)a member who exercises functions of management with respect to it, or a person purporting to act in such a capacity, or
(ii)in the case of a limited liability partnership, a shadow member within the meaning of regulation 2 of the Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090);
(c)in relation to a partnership, a partner or a person purporting to act in such a capacity.]
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