(b) after “entry” insert “(or delivery)”.

29 In section 786 (provision enabling or requiring arrangements to be adopted),
in subsection (3)(a), after “members” insert “(or, as the case may be,
delivered to the registrar under Chapter 2A of Part 8)”.

30 5In section 1068 (registrar’s requirements as to form, authentication and
manner of delivery), after subsection (6) insert—

“(6A) But the power conferred by this section does authorise the registrar
to require any document permitted or required to be delivered to the
registrar under Chapter 2A of Part 8 (option to keep membership
10information on central register) to be delivered by electronic means.”

31 (1) Section 1081 (annotation of the register) is amended as follows.

(2) After subsection (1) insert—

“(1A) If the registrar registers a document delivered by a company under
section 128E that, by virtue of subsection (3)(a), (b) or (c) of that
15section, does not specify the relevant date, the registrar must place a
note in the register recording as that date the date on which the
document was registered by the registrar.”

(3) In subsection (6), after “(1)” insert “or (1A)”.

32 In section 1094 (administrative removal of material from the register), in
20subsection (3)(a)—

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

(b) insert “, or” at the end of sub-paragraph (viii), and

(c) after that sub-paragraph insert—

“(ix) a change in its membership particulars of
25which were delivered to the registrar under
section 128E (duty to notify registrar of
changes while election to keep information on
central register is in force);”.

33 In section 1136 (regulations about where certain company records to be kept
30available for inspection), in subsection (2), after the entry for section 114
insert—

• “section 128D (historic register of members);”.

34 In Schedule 5 (communications by a company)—

(a) in paragraph 4 (address for communications in hard copy form),
35after sub-paragraph (1) insert—

“(1A) Sub-paragraph (1) has effect—

(a) where an election under section 128B is in force, as
if the reference in paragraph (c) to the company’s
register of members were a reference to the register
40kept by the registrar under section 1080, and

(b) where an election under section 167A is in force in
respect of the company’s register of directors, as if
the reference in paragraph (d) to the company’s
register of directors were a reference to the register
45kept by the registrar under section 1080.”, and

(b) in paragraph 16 (joint holders of shares or debentures), after sub-

paragraph (3) insert—

“(3A) Where an election under section 128B is in force, the
reference in sub-paragraph (3)(b) to the register of
members is to be read as a reference to the register kept by
5the registrar under section 1080.”

35 In Schedule 8 (index of defined expressions), in the appropriate place
insert—

Section 94

10SCHEDULE 6 Contents of statements of capital

1 The Companies Act 2006 is amended as follows.

2 In section 10 (statement of capital and initial shareholdings), in
subsection  (2)—

(a) 15after paragraph (b) insert—

“(ba) the aggregate amount (if any) to be unpaid on those
shares (whether on account of their nominal value or
by way of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

3 20In section 32 (constitutional documents to be provided to members), in
subsection (2)—

(a) after paragraph (b) insert—

“(ba) the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
25of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

4 In section 108 (statement of capital required on re-registration as a limited
company which already has allotted share capital), in subsection (3)—

(a) after paragraph (b) insert—

“(ba) 30the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

5 In section 555 (return of allotment by limited company), in subsection (4)—

(a) 35after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

6 In section 619 (notice to registrar of sub-division or consolidation), in
subsection (3)—

(a) after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

7 In section 621 (notice to registrar of reconversion of stock into shares), in
subsection (3)—

(a) 10after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

8 15In section 625 (notice to registrar of redenomination), in subsection (3)—

(a) after paragraph (b) insert—

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

(b) 20omit paragraph (d) (and the “and” immediately before it).

9 In section 627 (notice to registrar of reduction of capital in connection with
redenomination), in subsection (3)—

(a) after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

10 In section 644 (registration of resolution reducing share capital), in
subsection (2)—

(a) 30after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

11 35In section 649 (registration of court order confirming reduction of share
capital), in subsection (2)—

(a) after paragraph (b) insert—

“(ba) the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
40of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

12 In section 663 (notice to registrar of cancellation of shares), in
subsection  (3)—

(a) after paragraph (b) insert—

“(ba) 45the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

13 In section 689 (notice to registrar of redemption), in subsection (3)—

(a) after paragraph (b) insert—

“(ba) the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
5of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

14 In section 708 (notice to registrar of cancellation on purchase of own shares),
in subsection (3)—

(a) after paragraph (b) insert—

“(ba) 10the aggregate amount (if any) unpaid on those shares
(whether on account of their nominal value or by way
of premium), and”, and

(b) omit paragraph (d) (and the “and” immediately before it).

15 In section 720B (registration of resolution etc. for purchase of own shares in
15connection with employees’ share scheme), in subsection (2)—

(a) after paragraph (b) insert—

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

(b) 20omit paragraph (d) (and the “and” immediately before it).

16 In section 730 (notification of cancellation of treasury shares), in
subsection  (5)—

(a) after paragraph (b) insert—

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

(b) omit paragraph (d) (and the “and” immediately before it).

Section 108

SCHEDULE 7 Sections 101 to 107: consequential and related amendments

30Part 1 Company Directors Disqualification Act 1986

1 The Company Directors Disqualification Act 1986 is amended as follows.

2 In section 1 (disqualification orders: general) in subsection (2), for “section 6”
substitute “sections 6 and 8ZA”.

3 (1) 35Section 1A (disqualification undertakings: general) is amended as follows.

(2) In subsection (1), for “7 and 8” substitute “5A, 7, 8, 8ZC and 8ZE”.

(3) In subsection (2), after “7” insert “or 8ZC”.

4 (1) Section 2 (disqualification on conviction of indictable offence) is amended as
follows.

(2) After subsection (1) insert—

“(1A) In subsection (1), “company” includes overseas company.”

(3) In subsection (2), after paragraph (a) insert—

“(aa) in relation to an overseas company not falling within
5paragraph (a), the High Court or, in Scotland, the Court of
Session, or”.

5 (1) Section 3 (disqualification for persistent breaches of companies legislation)
is amended as follows.

(2) After subsection (3) insert—

“(3A) 10In this section “company” includes overseas company.”

(3) In subsection (4)—

(a) after “means” insert“—

(b) after “committed” insert “, or

(b) 15in relation to an overseas company not falling within
paragraph (a), the High Court or, in Scotland, the
Court of Session.”

6 In section 5 (disqualification on summary conviction), after subsection (4A)
insert—

“(4B) 20In this section “company” includes overseas company.”

7 In section 6 (duty of court to disqualify unfit directors of insolvent
companies), in subsection (2), omit “and the next”.

8 In section 7 (disqualifications under section 6: applications and
undertakings), after subsection (4) insert—

“(5) 25Subsections (1A) and (2) of section 6 apply for the purposes of this
section as they apply for the purposes of that section.”

9 Before section 8A insert—

“Further provision about disqualification undertakings”

10 In section 8A (variation etc of disqualification undertaking), in subsection
(3)—

(a) 30before paragraph (a) insert—

“(za) in the case of an undertaking given under section 8ZC
has the same meaning as in section 8ZA;

(zb) in the case of an undertaking given under section 8ZE
means the High Court or, in Scotland, the Court of
35Session;”, and

(b) in subsection (3)(b), after “section” insert “5A(5),”.

11 In section 10 (participation in wrongful trading), after subsection (2) insert—

“(3) In this section “company” includes overseas company.”

12 (1) Section 16 (application for disqualification order) is amended as follows.

(2) In subsection (1), omit “by the court having jurisdiction to wind up a
company”.

(3) In subsection (2)—

(a) for “with jurisdiction to wind up companies” substitute “, other than
5a court mentioned in section 2(2)(b) or (c),”, and

(b) after “any company” insert “or overseas company”.

13 (1) Section 17 (application for leave under an order or undertaking) is amended
as follows.

(2) In subsection (3), after “under section” insert “5A,”.

(3) 10After subsection (3) insert—

“(3ZA) Where a person is subject to a disqualification undertaking accepted
at any time under section 8ZC, any application for leave for the
purposes of section 1A(1)(a) must be made to any court to which, if
the Secretary of State had applied for a disqualification order under
15section 8ZA at that time, that application could have been made.

(3ZB) Where a person is subject to a disqualification undertaking accepted
at any time under section 8ZE, any application for leave for the
purposes of section 1A(1)(a) must be made to the High Court or, in
Scotland, the Court of Session.”

14 20In section 18 (register of disqualification orders and undertakings), in
subsection (2A)(a), for “7 or 8” substitute “5A, 7, 8, 8ZC or 8ZE”.

15 In section 20 (admissibility in evidence of statements), in subsection (1), for
“6 to 10, 15” substitute “5A, 6 to 10, 12C, 15 to 15C”.

16 In section 21 (interaction with Insolvency Act 1986), in each of subsections
25(2) and (3), for “6 to 10, 13, 14, 15” substitute “5A, 6 to 10, 12C to 15C”.

17 In section 22 (interpretation), after subsection (2) insert—

“(2A) An “overseas company” is a company incorporated or formed
outside Great Britain.”

18 In section 22A (application of Act to building societies), omit subsection (4).

19 30In section 22B (application of Act to incorporated friendly societies)—

(a) after subsection (3) insert—

“(3A) In relation to an incorporated friendly society, this Act
applies as if sections 8ZA to 8ZE were omitted.”, and

(b) omit subsection (4).

20 35In section 22C (application of Act to NHS foundation trusts) omit subsection
(3).

21 Omit section 22D (application of Act to open-ended investment companies).

22 (1) Section 22E (application of Act to registered societies) is amended as follows.

(2) In subsection (4)—

(a) 40omit paragraph (c), and

(b) after paragraph (e) insert—

“(f) sections 8ZA to 8ZE are to be disregarded.”

(3) Omit subsection (5).

23 In section 22F (application of Act to charitable incorporated organisations)
omit subsection (4).

Part 2 5Other enactments

Companies (Audit, Investigations and Community Enterprises) Act 2004

24 Omit paragraph 28 of Schedule 2 to the Companies (Audit, Investigations
and Community Enterprises) Act 2004.

Companies Act 2006

25 10Omit section 1039 of the Companies Act 2006 (disqualification orders
consequential amendments).

Section 109

SCHEDULE 8 Northern Ireland: provision corresponding to sections 101 to 108

The Company Directors Disqualification (Northern Ireland) Order 2002

1 15In this Schedule “the 2002 Order” means the Company Directors
Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)S.I. 2002/3150 (N.I. 4)).

Convictions abroad

2 (1) After Article 8 of the 2002 Order insert—

“8A Disqualification for certain convictions abroad

(1) 20If it appears to the Department that it is expedient in the public
interest that a disqualification order under this Article should be
made against a person, the Department may apply to the High Court
for such an order.

(2) The High Court may, on an application under paragraph (1), make a
25disqualification order against a person who has been convicted of a
relevant foreign offence.

(3) A “relevant foreign offence” is an offence committed outside
Northern Ireland—

(a) in connection with—

(i) 30the promotion, formation, management, liquidation
or striking off of a company (or any similar
procedure),

(ii) the receivership of a company’s property (or any
similar procedure), or

(iii) 35a person being an administrative receiver of a
company (or holding a similar position), and

(b) which corresponds to an indictable offence under the law of
Northern Ireland.

(4) Where it appears to the Department that, in the case of a person who
has offered to give a disqualification undertaking—

(a) 5the person has been convicted of a relevant foreign offence,
and

(b) it is expedient in the public interest that the Department
should accept the undertaking (instead of applying, or
proceeding with an application, for a disqualification order),

10the Department may accept the undertaking.

(5) In this Article, “company” includes an overseas company.

(6) The maximum period of disqualification under an order under this
Article is 15 years.”

(2) Article 8A(2) and (4) of the 2002 Order, as inserted by this paragraph, apply
15in relation to a conviction for a relevant foreign offence which occurs on or
after the day on which this paragraph comes into force regardless of whether
the act or omission which constituted the offence occurred before that day.

Determining unfitness and disqualification orders: matters to be taken into account

3 (1) The 2002 Order is amended as follows.

(2) 20In Article 9 (duty of High Court to disqualify unfit directors of insolvent
companies)—

(a) in paragraph (1)(b), for “any other company or companies”
substitute “one or more other companies or overseas companies”,

(b) after paragraph (1) insert—

“(1A) 25In this Article references to a person’s conduct as a director of
any company or overseas company include, where that
company or overseas company has become insolvent,
references to that person’s conduct in relation to any matter
connected with or arising out of the insolvency.”,

(c) 30in paragraph (2), omit the words from “and references” to the end,
and

(d) after paragraph (2) insert—

“(2A) For the purposes of this Article, an overseas company
becomes insolvent if the company enters into insolvency
35proceedings of any description (including interim
proceedings) in any jurisdiction.

(2B) In this Article and Article 10, “director” includes a shadow
director.”

(3) In Article 11 (disqualification where expedient in public interest)—

(a) 40in paragraph (3)(a) after “shadow director” insert “(either taken
alone or taken together with his conduct as a director or shadow
director of one or more other companies or overseas companies),”,

(b) in paragraph (4) after “the company” insert “(either taken alone or
taken together with his conduct as a director or shadow director of
45one or more other companies or overseas companies)”, and

(c) after paragraph (4) insert—

“(4A) Paragraph (1A) of Article 9 applies for the purposes of this
Article as it applies for the purposes of that Article.”

(4) Omit Article 13 (matters for determining unfitness of directors).

(5) 5After Article 17 insert—

“17A Determining unfitness etc.: matters to be taken into account

(1) This Article applies where the High Court must determine—

(a) whether a person’s conduct as a director of one or more
companies or overseas companies makes the person unfit to
10be concerned in the management of a company;

(b) whether to exercise any discretion it has to make a
disqualification order under any of Articles 5 to 7, 8A, 11

or
14;

(c) 15where the Court has decided to make a disqualification order
under any of those Articles or is required to make an order
under Article 9, what the period of disqualification should
be.

(2) This Article also applies where the Department must determine—

(a) 20whether a person’s conduct as a director of one or more
companies or overseas companies makes the person unfit to
be concerned in the management of a company;

(b) whether to exercise any discretion the Department has to
accept a disqualification undertaking under any of Articles
258A, 10 or 11.

(3) In making any such determination in relation to a person, the High
Court or the Department must—

(a) in every case, have regard in particular to the matters set out
in paragraphs 1 to 4 of Schedule 1;

(b) 30in a case where the person concerned is or has been a director
of a company or overseas company, also have regard in
particular to the matters set out in paragraphs 5 to 7 of that
Schedule.

(4) In this Article “director” includes a shadow director.

(5) 35Paragraph (1A) of Article 9 applies for the purposes of this Article as
it applies for the purposes of that Article.

(6) The Department may by order modify Schedule 1; and such an order
may contain such transitional provision as may appear to the
Department to be necessary or expedient.

(7) 40An order under paragraph (5) is subject to affirmative resolution.”

(6) For Schedule 1 (matters determining unfitness of directors) substitute—

Article 17A

“Schedule 1 Determining unfitness etc: matters to be taken into account

Matters to be taken into account in all cases

1 The extent to which the person was responsible for the causes of
5any material contravention by a company or overseas company of
any applicable legislative or other requirement.

2 Where applicable, the extent to which the person was responsible
for the causes of a company or overseas company becoming
insolvent.

3 10The frequency of conduct of the person which falls within
paragraph 1 or 2.

4 The nature and extent of any loss or harm caused, or any potential
loss or harm which could have been caused, by the person’s
conduct in relation to a company or overseas company.

15Additional matters to be taken into account where the person is or has been a director

5 Any misfeasance or breach of any fiduciary duty by the director in
relation to a company or overseas company.

6 Any material breach of any legislative or other obligation of the
director which applies as a result of being a director of a company
20or overseas company.

7 The frequency of conduct of the director which falls within
paragraph 5 or 6.

Interpretation

8 Paragraphs (1A) to (2A) of Article 9 apply for the purposes of this
25Schedule as they apply for the purposes of that Article.

9 In this Schedule “director” includes a shadow director.”

Extension of period for applying for disqualification order for unfit directors

4 (1) In Article 10(2) of the 2002 Order (period within which application may be
made for disqualification order against unfit director of insolvent company),
30for “2 years” substitute “3 years”.

(2) Sub-paragraph (1) applies only to an application relating to a company
which has become insolvent after the commencement of that sub-paragraph.

(3) Article 9(2) of the 2002 Order (meaning of “becoming insolvent”) applies for
the purposes of sub-paragraph (2) as it applies for the purposes of Article 9
35of that Order.

Reports of office-holders on conduct of directors of insolvent companies

5 (1) The 2002 Order is amended as follows.