RELATED-PARTY TRANSACTION CHECKLIST
Identifying, approving and recording transactions with related parties under Section 188 and Rule 15.
Identification
- ☐ Maintain an updated list of related parties per Section 2(76)
- ☐ Collect MBP-1 disclosures of interest from all directors
- ☐ Classify the nature of transaction (sale, purchase, lease, services, agency)
- ☐ Assess whether the transaction is in the ordinary course of business
Arm’s-Length & Thresholds
- ☐ Confirm terms are at arm’s length, or seek approvals
- ☐ Check whether the transaction crosses prescribed value thresholds under Rule 15
- ☐ Obtain valuation or benchmarking support for pricing
Approvals
- ☐ Board approval with interested director not participating in the vote
- ☐ Prior member approval by ordinary resolution if above thresholds
- ☐ Related-party members abstain from voting on the resolution
Records & Disclosure
- ☐ Enter the contract in the register of contracts (Form MBP-4)
- ☐ File MGT-14 for the board resolution, if required
- ☐ Disclose particulars in Form AOC-2 in the Board’s Report
- ☐ Report related-party transactions in the audited financials
Note: Transactions in the ordinary course of business and on arm’s-length terms do not need member approval, but must still be board-approved and disclosed. Keep documentary evidence of the arm’s-length basis.