Small Business, Enterprise and Employment Bill (HC Bill 117)

(6) The statement of capital must state with respect to the company’s
share capital as reduced by the cancellation of the share warrant and
the shares specified in it—

(a) the total number of shares of the company,

(b) 5the aggregate nominal value of those shares,

(c) the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way of
premium), and

(d) for each class of shares—

(i) 10prescribed particulars of the rights attached to the
shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class.

(7) Where a share warrant is cancelled in accordance with subsection (2),
15the company must, as soon as reasonably practicable—

(a) enter the date the cancellation takes effect in its register of
members, or

(b) where an election is in force under section 128B of the
Companies Act 2006 (option to keep membership
20information on central register) in respect of the company,
deliver that information to the registrar as if it were
information required to be delivered under section 128E of
that Act.

(8) Subsection (9) applies where—

(a) 25any property or right previously vested in or held on trust for
the company in respect of any share specified in a share
warrant has vested as bona vacantia (see section 1012), and

(b) the warrant and the share are cancelled on the restoration of
the company in accordance with this section.

(9) 30On restoration of the company, that property or right—

(a) may not be returned to the company, and

(b) accordingly, remains vested as bona vacantia.

(10) If default is made in complying with subsection (3) or (4), an offence
is committed by—

(a) 35the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the
company.

(11) A person guilty of an offence under this section is liable—

(a) 40on conviction on indictment, to a fine;

(b) on summary conviction—

(i) in England and Wales, to a fine;

(ii) in Scotland or Northern Ireland, to a fine not
exceeding the statutory maximum.”

(2) 45Until section 91 (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

“(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) 5Until section 88 (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.

28 (1) After section 1032A insert—

“1032A Restoration by court of company with share warrants

(1) 10This section applies in relation to a company falling within section
1029(1) if, at the time it was dissolved, deemed to be dissolved or (as
the case may be) struck off, it had any share warrant in issue.

(2) If the court orders the restoration of the company to the register, the
order must also cancel the share warrant and the shares specified in
15it with effect from the date the restoration takes effect.

(3) If as a result of subsection (2) the company has no issued share
capital, the company must, before the end of the period of one month
beginning with the date the restoration takes effect, allot at least one
share in the company; and section 549(1) does not apply to such an
20allotment.

(4) Subsection (6) applies in a case where—

(a) the application under section 1029 was made by a person
mentioned in subsection (2)(b) or (h) of that section, or

(b) the court order specifies that it applies.

(5) 25But subsection (6) does not apply in any case where the company is
required under subsection (3) to make an allotment (because in such
a case section 555 will apply).

(6) In a case where this subsection applies, the company must, before the
end of the period of 15 days beginning with the date the restoration
30takes effect, deliver a statement of capital to the registrar.

(7) The statement of capital must state with respect to the company’s
share capital as reduced by the cancellation of the share warrant and
the shares specified in it—

(a) the total number of shares of the company,

(b) 35the aggregate nominal value of those shares,

(c) the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way of
premium), and

(d) for each class of shares—

(i) 40prescribed particulars of the rights attached to the
shares,

(ii) the total number of shares of that class, and

(iii) the aggregate nominal value of shares of that class.

(8) Where a share warrant is cancelled by an order as mentioned in
45subsection (2), the company must, as soon as reasonably
practicable—

(a) enter the date the cancellation takes effect in its register of
members, or

(b) where an election is in force under section 128B of the
Companies Act 2006 (option to keep membership
5information on central register) in respect of the company,
deliver that information to the registrar as if it were
information required to be delivered under section 128E of
that Act.

(9) Subsection (10) applies where—

(a) 10any property or right previously vested in or held on trust for
the company in respect of any share specified in a share
warrant has vested as bona vacantia (see section 1012), and

(b) the warrant and the share are cancelled on the restoration of
the company in accordance with this section.

(10) 15On restoration of the company, that property or right—

(a) may not be returned to the company, and

(b) accordingly, remains vested as bona vacantia.

(11) If default is made in complying with subsection (3) or (6), an offence
is committed by—

(a) 20the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the
company.

(12) A person guilty of an offence under this section is liable—

(a) 25on conviction on indictment, to a fine;

(b) on summary conviction—

(i) in England and Wales, to a fine;

(ii) in Scotland or Northern Ireland, to a fine not
exceeding the statutory maximum.”

(2) 30Until section 91 (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) 35the 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 88 (option to keep information on central register) comes into
force, the section 1032A inserted by sub-paragraph (1) has effect as if, in
40subsection (8), paragraph (b) (and the “or” preceding it) were omitted.

Section 88

SCHEDULE 5 Option to keep information on central register

Part 1 Creation of the option

5Register of members

1 Part 8 of the Companies Act 2006 (a company’s members) is amended as
follows.

2 In Chapter 2 (register of members), before section 113 insert—

“112A Alternative method of record-keeping

10This Chapter must be read with Chapter 2A (which allows for an
alternative method of record-keeping in the case of private
companies).”

3 After Chapter 2 insert—

“CHAPTER 2A Option to keep information on central register

128A 15Introduction

(1) This Chapter sets out rules allowing private companies to keep
information on the register kept by the registrar instead of entering
it in their register of members.

(2) The register kept by the registrar (see section 1080) is referred to in
20this Chapter as “the central register”.

128B Right to make an election

(1) An election may be made under this section—

(a) by the subscribers wishing to form a private company under
this Act, or

(b) 25by the private company itself once it is formed and
registered.

(2) In the latter case, the election is of no effect unless, before it is made—

(a) all the members of the company have assented to the making
of the election, and

(b) 30any overseas branch registers that the company was keeping
under Chapter 3 have been discontinued and all the entries in
those registers transferred to the company’s register of
members in accordance with section 135.

(3) An election under this section is made by giving notice of election to
35the registrar.

(4) If the notice is given by subscribers wishing to form a private
company—

(a) it must be given when the documents required to be
delivered under section 9 are delivered to the registrar, and

(b) it must be accompanied by a statement containing all the
information that—

(i) 5would be required (in the absence of the notice) to be
entered in the company’s register of members on
incorporation of the company, and

(ii) is not otherwise included in the documents delivered
under section 9.

(5) 10If the notice is given by the company, it must be accompanied by—

(a) a statement by the company—

(i) that all the members of the company have assented to
the making of the election, and

(ii) if the company was keeping any overseas branch
15registers, that all such registers have been
discontinued and all the entries in them transferred to
the company’s register of members in accordance
with section 135, and

(b) a statement containing all the information that is required to
20be contained in the company’s register of members as at the
date of the notice in respect of matters that are current as at
that date.

(6) The company must where necessary update the statement sent
under subsection (5)(b) to ensure that the final version delivered to
25the registrar contains all the information that is required to be
contained in the company’s register of members as at the time
immediately before the election takes effect (see section 128C) in
respect of matters that are current as at that time.

(7) The obligation in subsection (6) to update the statement includes an
30obligation to rectify it (where necessary) in consequence of the
company’s register of members being rectified (whether before or
after the election takes effect).

(8) If default is made in complying with subsection (6), an offence is
committed by—

(a) 35the company, and

(b) every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the
company.

(9) A person guilty of an offence under this section is liable on summary
40conviction—

(a) in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding one-tenth of
level 4 on the standard scale;

(b) in Scotland or Northern Ireland, to a fine not exceeding level
455 on the standard scale and, for continued contravention, a
daily default fine not exceeding one-tenth of level 5 on the
standard scale.

(10) A reference in this Chapter to matters that are current as at a given
date or time is a reference to—

(a) persons who are members of the company as at that date or
time, and

(b) any other matters that are current as at that date or time.

128C Effective date of election

(1) 5An election made under section 128B takes effect when the notice of
election is registered by the registrar.

(2) The election remains in force until either—

(a) the company ceases to be a private company, or

(b) a notice of withdrawal sent by the company under section
10128J is registered by the registrar,

whichever occurs first.

128D Effect of election on obligations under Chapter 2

(1) The effect of an election under section 128B on a company’s
obligations under Chapter 2 is as follows.

(2) 15The company’s obligation to maintain a register of members does
not apply with respect to the period when the election is in force.

(3) This means that, during that period—

(a) the company must continue to keep a register of members in
accordance with Chapter 2 (a “historic” register) containing
20all the information that was required to be stated in that
register as at the time immediately before the election took
effect, but

(b) the company does not have to update that register to reflect
any changes that occur after that time.

(4) 25Subsections (2) and (3) apply to the index of members (if the
company is obliged to keep an index of members) as they apply to
the register of members.

(5) The provisions of Chapter 2 (including the rights to inspect or
require copies of the register and to inspect the index) continue to
30apply to the historic register and, if applicable, the historic index
during the period when the election is in force.

(6) The company must place a note in its historic register—

(a) stating that an election under section 128B is in force,

(b) recording when that election took effect, and

(c) 35indicating that up-to-date information about its members is
available for public inspection on the central register.

(7) Subsections (7) and (8) of section 113 apply if a company makes
default in complying with subsection (6) as they apply if a company
makes default in complying with that section.

(8) 40The obligations under this section with respect to a historic register
and historic index do not apply in a case where the election was
made by subscribers wishing to form a private company.

128E Duty to notify registrar of changes

(1) The duty under subsection (2) applies during the period when an
election under section 128B is in force.

(2) The company must deliver to the registrar any relevant information
5that the company would during that period have been obliged under
this Act to enter in its register of members, had the election not been
in force.

(3) “Relevant information” means information other than—

(a) the date mentioned in section 113(2)(b) (date when person
10registered as member),

(b) the date mentioned in section 123(3)(b) (date when
membership of limited company increases from one to two or
more members), and

(c) the dates mentioned in the following provisions, but only in
15cases where the date to be recorded in the central register is
to be the date on which the document containing information
of the relevant change is registered by the registrar—

(i) section 113(2)(c) (date when person ceases to be
member),

(ii) 20section 123(2)(b) (date when company becomes single
member company).

(4) The relevant information must be delivered as soon as reasonably
practicable after the company becomes aware of it and, in any event,
no later than the time by which the company would have been
25required to enter the information in its register of members.

(5) In a case of the kind described in subsection (3)(c), the company
must, when it delivers information under subsection (2) of the
relevant change, indicate to the registrar that, in accordance with
section 1081(1A), the date to be recorded in the central register is to
30be the date on which the document containing that information is
registered by the registrar.

(6) If default is made in complying with this section, an offence is
committed by—

(a) the company, and

(b) 35every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the
company.

(7) A person guilty of an offence under this section is liable on summary
conviction—

(a) 40in England and Wales, to a fine and, for continued
contravention, a daily default fine not exceeding one-tenth of
level 4 on the standard scale;

(b) in Scotland or Northern Ireland, to a fine not exceeding level
5 on the standard scale and, for continued contravention, a
45daily default fine not exceeding one-tenth of level 5 on the
standard scale.

128F Information as to state of central register

(1) When a person inspects or requests a copy of material on the central
register relating to a company in respect of which an election under
section 128B is in force, the person may ask the company to confirm
5that all information that the company is required to deliver to the
registrar under this Chapter has been delivered.

(2) If a company fails to respond to a request under subsection (1), an
offence is committed by—

(a) the company, and

(b) 10every officer of the company who is in default.

(3) A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 3 on the standard scale.

128G Power of court to order company to remedy default or delay

(1) This section applies if—

(a) 15the name of a person is without sufficient cause included in,
or omitted from, information that a company delivers to the
registrar under this Chapter concerning its members, or

(b) default is made or unnecessary delay takes place in
informing the registrar under this Chapter of—

(i) 20the name of a person who is to be a member of the
company, or

(ii) the fact that a person has ceased or is to cease to be a
member of the company.

(2) The person aggrieved, or any member of the company, or the
25company, may apply to the court for an order—

(a) requiring the company to deliver to the registrar the
information (or statements) necessary to rectify the position,
and

(b) where applicable, requiring the registrar to record under
30section 1081(1A) the date determined by the court.

(3) The court may either refuse the application or may make the order
and order the company to pay any damages sustained by any party
aggrieved.

(4) On such an application the court may decide—

(a) 35any question relating to the title of a person who is a party to
the application to have the person’s name included in or
omitted from information delivered to the registrar under
this Chapter about the company’s members, whether the
question arises between members or alleged members, or
40between members or alleged members on the one hand and
the company on the other hand, and

(b) any question necessary or expedient to be decided for
rectifying the position.

(5) Nothing in this section affects a person’s rights under section 1095 or
451096 (rectification of register on application to registrar or under
court order).

128H Central register to be evidence

(1) The central register is prima facie evidence of any matters about
which a company is required to deliver information to the registrar
under this Chapter.

(2) 5Subsection (1) does not apply to information to be included in a
statement under section 128B(5)(b) or in any updated statement
under section 128B(6).

128I Time limits for claims arising from delivery to registrar

(1) Liability incurred by a company—

(a) 10from the delivery to the registrar of information under this
Chapter, or

(b) from a failure to deliver any such information,

is not enforceable more than 10 years after the date on which the
information was delivered or, as the case may be, the failure first
15occurred.

(2) This is without prejudice to any lesser period of limitation (and, in
Scotland, to any rule that the obligation giving rise to the liability
prescribes before the expiry of that period).

128J Withdrawing the election

(1) 20A company may withdraw an election made by or in respect of it
under section 128B.

(2) Withdrawal is achieved by giving notice of withdrawal to the
registrar.

(3) The withdrawal takes effect when the notice is registered by the
25registrar.

(4) The effect of withdrawal is that the company’s obligation under
Chapter 2 to maintain a register of members applies from then on
with respect to the period going forward.

(5) This means that, when the withdrawal takes effect—

(a) 30the company must enter in its register of members all the
information that is required to be contained in that register in
respect of matters that are current as at that time,

(b) the company must also retain in its register all the
information that it was required under section 128D(3)(a) to
35keep in a historic register while the election was in force, but

(c) the company is not required to enter in its register
information relating to the period when the election was in
force that is no longer current.

(6) The company must place a note in its register of members—

(a) 40stating that the election under section 128B has been
withdrawn,

(b) recording when that withdrawal took effect, and

(c) indicating that information about its members relating to the
period when the election was in force that is no longer
45current is available for public inspection on the central
register.

(7) Subsections (7) and (8) of section 113 apply if a company makes
default in complying with subsection (6) as they apply if a company
makes default in complying with that section.

128K Power to extend option to public companies

(1) 5The Secretary of State may by regulations amend this Act—

(a) to extend sections 128A to 128J (with or without
modification) to public companies or public companies of a
class specified in the regulations, and

(b) to make such other amendments as the Secretary of State
10thinks fit in consequence of that extension.

(2) Regulations under this section are subject to affirmative resolution
procedure.”

Register of overseas members

4 In Chapter 3 of Part 8 of the Companies Act 2006 (overseas branch registers),
15in section 129 (overseas branch registers), at the end insert—

“(6) A company’s right under subsection (1) to keep an overseas branch
register does not apply during or with respect to any period when an
election is in force in respect of the company under section 128B.”

Register of directors and register of directors’ residential addresses

5 20Chapter 2 of Part 10 of the Companies Act 2006 (appointment and removal
of directors) is amended as follows.

6 Under the heading “Register of directors, etc”, before section 162 insert—

“161A Alternative method of record-keeping

Sections 162 to 167 must be read with sections 167A to 167E (which
25allow for an alternative method of record-keeping in the case of
private companies).”

7 After section 167 insert—

“Option to keep information on the central register

167A Right to make an election

(1) An election may be made under this section in respect of a register of
30directors or a register of directors’ residential addresses (or both).

(2) The election may be made—

(a) by the subscribers wishing to form a private company under
this Act, or

(b) by the private company itself once it is formed and
35registered.

(3) The election is made by giving notice of election to the registrar.

(4) If the notice is given by subscribers wishing to form a private
company, it must be given when the documents required to be
delivered under section 9 are delivered to the registrar.