Small Business, Enterprise and Employment Bill (HL Bill 91)

(3) In proceedings for such an offence it is a defence for the accused to prove
that the accused did not know, and could not reasonably have known, of the
existence of the share warrant.

Notices

14 (1) 40A notice required by virtue of any provision of this Schedule to be given to
the bearer of a share warrant must be—

(a) published in the Gazette,

(b) communicated to that person in the same way (if any) as the
company concerned normally communicates with that person for
45other purposes relating to the shares specified in the warrant, and

(c) made available in a prominent position on the company’s website (if
it has one) during the period mentioned in sub-paragraph (2) (and
see sub-paragraph (3)).

(2) That period is the period beginning with the day on which the notice is
5published in the Gazette and ending with—

(a) in the case of a notice required by paragraph 2, the day on which a
notice required by paragraph 4 is made available on the company’s
website;

(b) in the case of a notice required by paragraph 4, the day on which a
10notice required by paragraph 5(3) is made available on the
company’s website;

(c) in the case of a notice required by paragraph 5(3), the day on which
the court makes a cancellation order or (as the case may be)
suspended cancellation order in respect of the share warrant;

(d) 15in the case of a notice required by virtue of paragraph 6(3)(a), the end
of the grace period.

(3) Nothing in this paragraph requires a notice to be made available on the
company’s website after the day on which the last of the share warrants
issued by the company to be surrendered is surrendered.

(4) 20Sections 1143 to 1148 of the Companies Act 2006 (company communications
provisions) apply for the purposes of this Part of this Schedule as they apply
for the purposes of the Companies Acts.

Company filings: language requirements

15 Sections 1103, 1104 and 1107 of the Companies Act 2006 (language
25requirements) apply to all documents required to be delivered to the
registrar under this Part of this Schedule.

Application of sections 1112 and 1113 of the Companies Act 2006

16 Sections 1112 (general false statement offence) and 1113 (enforcement of
company’s filing obligations) of the Companies Act 2006 apply for the
30purposes of this Part of this Schedule as they apply for the purposes of the
Companies Acts.

Offences

17 For the purposes of any offence under this Part of this Schedule a shadow
director is treated as an officer of the company.

18 (1) 35A person guilty of an offence under paragraph 1(5) of this Schedule is liable
on summary conviction to a fine not exceeding level 3 on the standard scale
and, for continued contravention, a daily default fine not exceeding one-
tenth of level 3 on the standard scale.

(2) A person guilty of an offence under any other provision of this Schedule is
40liable—

(a) on 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.

19 The following sections of the Companies Act 2006 apply for the purposes of
this Part of this Schedule as they apply for the purposes of the Companies
5Acts—

(a) sections 1121 and 1122 (liability of officer in default);

(b) section 1125 (meaning of “daily default fine”);

(c) sections 1127 and 1128 (general provision about summary
proceedings);

(d) 10section 1129 (legal professional privilege);

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

Interpretation

20 (1) In this Part of this Schedule—

• “cancellation date” has the meaning given by paragraph 6(6);

• 15“cancellation order” has the meaning given by paragraph 5(2);

• “commencement date” has the meaning given by paragraph 1(1);

• “Companies Acts” has the same meaning as in the Companies Act 2006
  (see section 2 of that Act);

• “grace period” has the meaning given by paragraph 6(3)(b);

• 20“surrender period” has the meaning given by paragraph 1(2);

• “suspended cancellation order” has the meaning given by paragraph
  6(3);

• “suspension period amount” has the meaning given by paragraph 3(7);

• “right of surrender” has the meaning given by paragraph 1(3).

(2) 25Expressions defined for the purposes of the Companies Acts have the same
meaning in this Part of this Schedule as in those Acts.

Transitory provision

21 (1) Until section 94 (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),
30paragraph (b) (and the “or” preceding it) were omitted.

(2) Until section 97 (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) 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).”

Part 2 Consequential amendments

22 40The Companies Act 2006 is amended as follows.

23 In section 122 (share warrants)—

(a) for subsections (1) and (2) substitute—

“(1) Until a share warrant issued by a company is surrendered the
following are deemed to be the particulars required to be
entered in the register of members in respect of the warrant—

(a) 5the fact of the issue of the warrant,

(b) a statement of the shares included in the warrant,
distinguishing each share by its number so long as the
share has a number, and

(c) the date of the issue of the warrant.”, and

(b) 10omit subsection (4).

24 In section 617 (alteration of share capital of limited company), in subsection
(5), after paragraph (e) insert—

“(f) the cancellation of a share warrant issued by the company
and of the shares specified in it by a cancellation order or
15suspended cancellation order made under paragraph 6 of
Schedule 4 to the Small Business, Enterprise and
Employment Act 2015 (cancellation where share warrants
not surrendered in accordance with that Schedule);

(g) the cancellation of a share warrant issued by the company
20and of the shares specified in it pursuant to section 1028A(2)
or 1032A(2) (cancellation of share warrants on restoration of
a company).”

25 In section 652 (liability of members following reduction of capital), in
subsection (1)(a), for “or 649” substitute “, 649, 1028A or 1032A of this Act or
25paragraph 7 of Schedule 4 to the Small Business, Enterprise and
Employment Act 2015”.

26 (1) Omit section 780 (duty of company as to issue of share certificates on
surrender of share warrant).

(2) The repeal of section 780 has no effect in relation to a share warrant
30surrendered for cancellation before the day on which section 84 comes into
force.

27 (1) After section 1028 insert—

“1028A Administrative restoration of company with share warrants

(1) This section applies in relation to a company which has been struck
35off the register under section 1000 or 1001 and which, at the time it
was struck off, had any share warrant in issue.

(2) If the registrar restores the company to the register under section
1025, the share warrant and the shares specified in it are cancelled
with effect from the date the restoration takes effect.

(3) 40If 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
allotment.

(4) 45The company must, before the end of the period of 15 days beginning
with the date the restoration takes effect, deliver a statement of
capital to the registrar.

(5) Subsection (4) does not apply in a case where the company is
required under subsection (3) to make an allotment (because in such
a case section 555 will apply).

(6) The statement of capital must state with respect to the company’s
5share 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) the aggregate nominal value of those shares,

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

(d) for each class of shares—

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

(ii) 15the 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),
the company must, as soon as reasonably practicable—

(a) enter the date the cancellation takes effect in its register of
20members, or

(b) where an election is in force under section 128B of the
Companies Act 2006 (option to keep membership
information on central register) in respect of the company,
deliver that information to the registrar as if it were
25information required to be delivered under section 128E of
that Act.

(8) Subsection (9) applies where—

(a) any property or right previously vested in or held on trust for
the company in respect of any share specified in a share
30warrant 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) On restoration of the company, that property or right—

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

(b) 35accordingly, remains vested as bona vacantia.

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

(a) the company, and

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

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

(b) on summary conviction—

(i) 45in England and Wales, to a fine;

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