House of Commons Amendments

Session 2014 - 15
Internet Publications
Other Bills before Parliament

Public Bill Committee:
113

, continued

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  154,  line  18,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  155,  line  15,  after “or” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  157,  line  8,  after “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  157,  line  12,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  157,  line  14,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  157,  line  27,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  157,  line  36,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Public Bill Committee:
114

, continued

Matthew Hancock

Jo Swinson


Schedule  3,  page  164,  line  25,  at end insert—

“Limited partnerships

22A(1)
An individual does not meet the specified condition in paragraph 2, 3 or 4 in

relation to a company by virtue only of being a limited partner.

      (2)
An individual does not meet the specified condition in paragraph 2, 3 or 4 in

relation to a company by virtue only of, directly or indirectly—

(a)
holding shares,

(b)
holding a right, or

(c)
controlling the exercise of a right,


in or in relation to a limited partner which (in its capacity as such) would meet

the condition if it were an individual.

      (3)
Sub-paragraphs (1) and (2) do not apply for the purposes of determining

whether the requirement set out in paragraph (a) of the specified condition in

paragraph 6 is met.

      (4)
In this paragraph “limited partner” means a limited partner in a limited

partnership registered under the Limited Partnerships Act 1907 (other than one

who takes part in the management of the partnership business).”

Member’s explanatory statement

This amendment provides that in the case of a limited partnership, a limited partner or individual

holding a direct or indirect share or right in a limited partner will not meet the specified conditions

mentioned (that is, will not be a person with significant control) by virtue only of that fact.

Matthew Hancock

Jo Swinson


Schedule  3,  page  165,  line  15,  leave out “14 days” and insert “one month”

Member’s explanatory statement

This amendment allows a company to issue a restrictions notice within one month of a warning

notice having been issued, rather than 14 days as previously.

Matthew Hancock

Jo Swinson


Schedule  3,  page  171,  line  17,  after “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  171,  line  26,  after second “a” insert “registrable”

Member’s explanatory statement

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  171,  line  31,  leave out “relevant” and insert “registrable relevant”

Member’s explanatory statement

Public Bill Committee:
115

, continued

This amendment is consequential on amendment 108.

Matthew Hancock

Jo Swinson


Schedule  3,  page  171,  line  33,  at end insert—

“5A
In section 120 (information as to state of register and index), in subsection (1),

for “there were no” substitute “whether there are”.”

Member’s explanatory statement

This amendment amends section 120 of the Companies Act 2006 to clarify that a company must

tell those inspecting or receiving a copy of the members register whether there are any further

changes to be made to it. This brings section 120 into line with the new section 790S (see

amendment 114).

Matthew Hancock

Jo Swinson


Schedule  3,  page  172,  line  4,  at end insert—

“7A(1)
Section 1126 (consents required for certain prosecutions) is amended as

follows.

      (2)
In subsection (1), at the end insert—

“section 1112 of this Act (general false statement offence);

paragraph 5 or 6 of Schedule 1B to this Act (breach of certain restrictions

imposed under that Schedule)”.

      (3)
In subsection (2)(a)—

(a)
omit the “or” at the end of sub-paragraph (ii), and

(b)
after sub-paragraph (iii) insert “or

(iv)
section 1112 of this Act,”.

      (4)
In subsection (2)(b), after “section 798 of” insert “, or paragraph 5 or 6 of

Schedule 1B to,”.

      (5)
In subsection (3)(a)—

(a)
omit the “or” at the end of sub-paragraph (ii), and

(b)
after sub-paragraph (iii) insert “or

(iv)
section 1112 of this Act,”.

      (6)
In subsection (3)(b), after “section 798 of” insert “, or paragraph 5 or 6 of

Schedule 1B to,”.”

Member’s explanatory statement

This amendment amends section 1126 of the Companies Act 2006 to require the consent of the

Secretary of State to prosecute certain offences under new Schedule 1B to that Act and of the

Secretary of State or Director of Public Prosecutions to prosecute offences under section 1112 of

that Act.

Matthew Hancock

Jo Swinson


Schedule  3,  page  172,  line  16,  at end insert—

““registrable relevant legal entity (in Part
section 790C(9A)”,”

21A)

Member’s explanatory statement

Public Bill Committee:
116

, continued

This amendment is consequential on amendment 80.

Matthew Hancock

Jo Swinson


Schedule  4,  page  178,  line  36,  leave out “1144” and insert “1143”

Member’s explanatory statement

This amendment corrects a cross-reference to provisions of the Companies Act 2006 to ensure that

the “company communications provisions” of that Act apply to Schedule 4 in their entirety.

Matthew Hancock

Jo Swinson


Schedule  4,  page  178,  line  38,  at end insert—

“Company filings: language requirements

14A
Sections 1103, 1104 and 1107 of the Companies Act 2006 (language

requirements) apply to all documents required to be delivered to the registrar

under this Part of this Schedule.”

Member’s explanatory statement

This amendment ensures that the language requirements for documents required to be filed with

the registrar under Schedule 4 are consistent with the requirements under the Companies Act

2006.

Matthew Hancock

Jo Swinson


Schedule  4,  page  179,  line  21,  at end insert—

“( )
section 1129 (legal professional privilege);

( )
section 1132 (production and inspection of documents).”

Member’s explanatory statement

This amendment ensures that legal and professional privilege and production and inspection of

documents provisions in respect of an offence committed under Schedule 4 are consistent with the

provisions that apply in relation to offences committed under the Companies Act 2006.

Matthew Hancock

Jo Swinson


Schedule  4,  page  179,  line  26,  at end insert—

““Companies Acts” has the same meaning as in the Companies Act 2006

(see section 2 of that Act);”

Member’s explanatory statement

This amendment ensures that references to the Companies Acts in Schedule 4 have the same

meaning as in the Companies Act 2006.

Matthew Hancock

Jo Swinson


Schedule  4,  page  179,  line  33,  leave out “Act 2006” and insert “Acts”

Member’s explanatory statement

Public Bill Committee:
117

, continued

This amendment and amendment 140 make drafting improvements to reflect that where Schedule

4 uses expressions defined in the Companies Act 2006 those expressions are defined in that Act for

the purposes of the Companies Acts rather than just for the purposes of the 2006 Act.

Matthew Hancock

Jo Swinson


Schedule  4,  page  179,  line  34,  leave out “that Act” and insert “those Acts”

Member’s explanatory statement

See the explanatory statement for amendment 139.

Matthew Hancock

Jo Swinson


Schedule  4,  page  179,  line  34,  at end insert—

“Transitory provision

19A(1)
Until section 82 (option to keep information on central register) comes into

force, this Schedule has effect as if, in each of paragraphs 1(3) and 6(5),

paragraph (b) (and the “or” preceding it) were omitted.

      (2)
Until section 85 (contents of statements of capital) comes into force, paragraph

7(3) of this Schedule has effect as if—

(a)
paragraph (c) were omitted, and

(b)
after paragraph (d) there were inserted “, and

(e)
the amount paid up and the amount (if any) unpaid

on each share (whether on account of the nominal

value of the share or by way of premium).””

Member’s explanatory statement

This amendment provides that until clauses 82 and 85 come into force, various provisions of

Schedule 4 have effect in a way which does not refer to material inserted into the Companies Act

2006 by those clauses.

Matthew Hancock

Jo Swinson


Schedule  4,  page  180,  line  14,  after “Schedule)” insert—

“(g)
the cancellation of a share warrant issued by the company and of the

shares specified in it pursuant to section 1028A(2) or 1032A(2)

(cancellation of share warrants on restoration of a company).”

Member’s explanatory statement

This amendment inserts an additional exemption into section 617(5) of the Companies Act 2006 to

reflect that a company will be permitted to reduce its share capital where a share warrant is

cancelled on restoration of a company which, before strike off or dissolution, had bearer shares in

issue.

Matthew Hancock

Jo Swinson


Schedule  4,  page  181,  line  40,  at end insert—

    “(2)
Until section 85 (contents of statements of capital) comes into force, the

section 1028A inserted by sub-paragraph (1) has effect as if in subsection (6)—

(a)
paragraph (c) were omitted, and

(b)
after paragraph (d) there were inserted “, and

Public Bill Committee:
118

, continued

(e)
the amount paid up and the amount (if any) unpaid

on each share (whether on account of the nominal

value of the share or by way of premium).”

      (3)
Until section 82 (option to keep information on central register) comes into

force, the section 1028A inserted by sub-paragraph (1) has effect as if, in

subsection (7), paragraph (b) (and the “or” preceding it) were omitted.”

Member’s explanatory statement

This amendment provides that until clauses 82 and 85 come into force, section 1028A of the

Companies Act 2006, inserted by Schedule 4, has effect in a way which does not refer to other

material inserted into that Act by those clauses.

Matthew Hancock

Jo Swinson


Schedule  4,  page  183,  line  15,  at end insert—

    “(2)
Until section 85 (contents of statements of capital) comes into force, the

section 1032A inserted by sub-paragraph (1) has effect as if in subsection (7)—

(a)
paragraph (c) were omitted, and

(b)
after paragraph (d) there were inserted “, and

(e)
the amount paid up and the amount (if any) unpaid

on each share (whether on account of the nominal

value of the share or by way of premium).”

      (3)
Until section 82 (option to keep information on central register) comes into

force, the section 1032A inserted by sub-paragraph (1) has effect as if, in

subsection (8), paragraph (b) (and the “or” preceding it) were omitted.”

Member’s explanatory statement

This amendment provides that until clauses 82 and 85 come into force, section 1032A of the

Companies Act 2006, inserted by Schedule 4, has effect in a way which does not refer to other

material inserted into that Act by those clauses.

Matthew Hancock

Jo Swinson


Clause  76,  page  49,  line  21,  at end insert—

“( )
Provision made by virtue of subsection (2) may in particular include provision

that an appointment may be made only with the approval of a regulatory body

specified in the regulations.”

Member’s explanatory statement

This amendment provides that where the Secretary of State exercises the power to make exceptions

to the requirement that all directors must be individuals, the conditions subject to which the

appointment of corporate directors is allowed may include approval of the appointment by a

regulatory body specified in the regulations.

Matthew Hancock

Jo Swinson


Clause  79,  page  51,  line  10,  at end insert—

Public Bill Committee:
119

, continued

“( )
In section 251 of the Insolvency Act 1986 (expressions used generally), in the

definition of “shadow director”, for the words from “(but” to the end substitute “,

but so that a person is not deemed a shadow director by reason only that the

directors act—

(a)
on advice given by that person in a professional capacity;

(b)
in accordance with instructions, a direction, guidance or advice given by

that person in the exercise of a function conferred by or under an

enactment (within the meaning given by section 1293 of the Companies

Act 2006);

(c)
in accordance with guidance or advice given by that person in that

person’s capacity as a Minister of the Crown (within the meaning of the

Ministers of the Crown Act 1975)”.

( )
In section 22(5) of the Company Directors Disqualification Act 1986 (definition

of “shadow director”) for the words from “(but” to the end substitute “, but so that

a person is not deemed a shadow director by reason only that the directors act—

(a)
on advice given by that person in a professional capacity;

(b)
in accordance with instructions, a direction, guidance or advice given by

that person in the exercise of a function conferred by or under an

enactment;

(c)
in accordance with guidance or advice given by that person in that

person’s capacity as a Minister of the Crown (within the meaning of the

Ministers of the Crown Act 1975)”.”

Member’s explanatory statement

This amendment amends the definitions of “shadow director” in the Insolvency Act 1986 and the

Company Directors Disqualification Act 1986 to ensure consistency with the definition in section

251 of the Companies Act 2006 as it is being amended by clause 79 (and see amendments 147, 148

and 149).

Matthew Hancock

Jo Swinson


Clause  79,  page  51,  line  14,  leave out “or a direction” and insert “, a direction,

guidance or advice”

Member’s explanatory statement

This amendment provides that a person exercising a function conferred by or under an enactment

is not a shadow director for the purposes of the Companies Act 2006 where the directors act on

advice or guidance given by the person in the exercise of such a function.

Matthew Hancock

Jo Swinson


Clause  79,  page  51,  line  17,  leave out “issued” and insert “given”

Member’s explanatory statement

This amendment makes a minor change to ensure consistency in the language used in the

provisions being inserted by clause 79 into section 251 of the Companies Act 2006.

Matthew Hancock

Jo Swinson


Clause  79,  page  51,  line  19,  at end insert—

“( )
In section 1293 of the Companies Act 2006 (meaning of “enactment”) after

paragraph (a) insert—

“(aa)
an enactment contained in, or in an instrument made under, a

Measure or Act of the National Assembly for Wales,”.”



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