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

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

(4) The effect of withdrawal is that the company’s obligation under
section 162 or (as the case may be) 165 to keep and maintain a register
5of the relevant kind, and its obligation under section 167 to notify the
registrar of changes to that register, apply from then on with respect
to the period going forward.

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

(a) the company must enter in that register all the information
10that is required to be contained in that register in respect of
matters that are current as at that time, but

(b) 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force that is no longer current.

167F 15Power to extend option to public companies

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

(a) to extend sections 167A to 167E (with or without
modification) to public companies or public companies of a
class specified in the regulations, and

(b) 20to make such other amendments as the Secretary of State
thinks fit in consequence of that extension.

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

Register of secretaries

8 25Part 12 of the Companies Act 2006 (company secretaries) is amended as
follows.

9 After section 274 insert—

“274A Alternative method of record-keeping

Sections 275 and 276 must be read with sections 279A to 279E (which
30allow for an alternative method of record-keeping in the case of
private companies).”

10 After section 279 insert—

“Option to keep information on the central register

279A Right to make an election

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

(a) 35by the subscribers wishing to form a private company under
this Act, or

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

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

(3) 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.

279B Effective date of election

(1) 5An election made under section 279A 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
10279E is registered by the registrar,

whichever occurs first.

279C Effect of election on obligations under sections 275 and 276

If an election is in force under section 279A in respect of a company,
the company’s obligations—

(a) 15to keep and maintain a register of secretaries under section
275, and

(b) to notify the registrar of changes to it under section 276,

do not apply with respect to the period when the election is in force.

279D Duty to notify registrar of changes

(1) 20The duty under subsection (2) applies during the period when an
election under section 279A is in force.

(2) The company must deliver to the registrar—

(a) any information of which the company would during that
period have been obliged to give notice under section 276,
25had the election not been in force, and

(b) any statement that would have had to accompany such a
notice.

(3) The information (and any accompanying statement) must be
delivered as soon as reasonably practicable after the company
30becomes aware of the information and, in any event, no later than the
time by which the company would have been obliged under section
276 to give notice of the information.

(4) If default is made in complying with this section, 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.

(5) 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 the greater
of £500 and 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.

279E Withdrawing the election

(1) A company may withdraw an election made by or in respect of it
5under section 279A.

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

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

(4) 10The effect of withdrawal is that the company’s obligation under
section 275 to keep and maintain a register of secretaries, and its
obligation under section 276 to notify the registrar of changes to that
register, apply from then on with respect to the period going
forward.

(5) 15This means that, when the withdrawal takes effect—

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

(b) the company is not required to enter in its register
20information relating to the period when the election was in
force that is no longer current.

279F Power to extend option to public companies

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

(a) to extend sections 279A to 279E (with or without
25modification) 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
thinks fit in consequence of that extension.

(2) Regulations under this section are subject to affirmative resolution
30procedure.”

Part 2 Related amendments

11 The Companies Act 2006 is amended as follows.

12 In section 12 (statement of proposed officers), in subsection (2), after “will be
35required” insert “(or, in the absence of an election under section 167A or
279A, would be required)”.

13 In section 112 (the members of a company), after subsection (2) insert—

“(3) Where an election under section 128B is in force in respect of a
company—

(a) 40the requirement in subsection (1) to enter particulars of
members in the company’s register of members does not
apply, and

(b) subsection (2) has effect as if the reference to a person whose
name is entered in the company’s register of members were
a reference to a person with respect to whom the following
steps have been taken—

(i) 5the person’s name has been delivered to the registrar
under section 128E, and

(ii) the document containing that information has been
registered by the registrar.”

14 In section 127 (register to be evidence), after the words “in it” insert “, except
10for any matters of which the central register is prima facie evidence by virtue
of section 128H”.

15 In section 246 (putting the address on the public record)—

(a) after subsection (3) insert—

“(3A) But—

(a) 15subsection (3)(a) does not apply if an election under
section 167A is in force in respect of the company’s
register of directors, and

(b) subsection (3)(b) does not apply if an election under
section 167A is in force in respect of the company’s
20register of directors’ residential addresses.”,

(b) after subsection (4) insert—

“(4A) If an election under section 167A is in force in respect of the
company’s register of directors, the company must, in place
of doing the things mentioned in subsection (4)(a) and (b),
25deliver the particulars to the registrar in accordance with
section 167D.”, and

(c) in subsection (5), for “or (4)” substitute “, (4) or (4A)”.

16 In section 286 (votes of joint holders of shares), in subsection (2), after
“register of members” insert “(or, if an election under section 128B is in force
30in respect of the company, in the register kept by the registrar under section
1080)”.

17 In section 311 (contents of notices of meetings), in subsection (3)(b)(i), after
“register of members” insert “(or, if an election under section 128B is in force
in respect of the company, by reference to the register kept by the registrar
35under section 1080)”.

18 In section 360B (traded companies: requirements for participating in and
voting at general meetings), after subsection (4) insert—

“(5) If an election is in force under section 128B in respect of a company,
the reference in subsection (2) to the register of members is to be read
40as a reference to the register kept by the registrar under section 1080.”

19 In section 554 (registration of allotment), after subsection (2) insert—

“(2A) If an election is in force under Chapter 2A of Part 8, the obligation
under subsection (1) to register the allotment of shares is replaced by
an obligation to deliver particulars of the allotment of shares to the
45registrar in accordance with that Chapter.”

20 In section 558 (when shares are allotted), after “members” insert “(or, as the
case may be, to have the person’s name and other particulars delivered to
the registrar under Chapter 2A of Part 8 and registered by the registrar)”.

21 In section 588 (liability of subsequent holders of shares), in subsection (3)(a),
5after “members” insert “(or, as the case may be, to have his name and other
particulars delivered to the registrar under Chapter 2A of Part 8 and
registered by the registrar)”.

22 In section 605 (liability of subsequent holders of shares), in subsection (4)(a),
after “members” insert “(or, as the case may be, to have his name and other
10particulars delivered to the registrar under Chapter 2A of Part 8 and
registered by the registrar)”.

23 In section 616 (interpretation of Chapter 7), in subsection (3), after
“members” insert “(or, as the case may be, have your name and other
particulars delivered to the registrar under Chapter 2A of Part 8 and
15registered by the registrar)”.

24 In section 655 (shares no bar to damages against company), after “members”
insert “(or have his name and other particulars delivered to the registrar
under Chapter 2A of Part 8 and registered by the registrar)”.

25 In section 724 (Treasury shares), in subsection (4), after “members” insert
20“(or, as the case may be, the company’s name must be delivered to the
registrar under Chapter 2A of Part 8)”.

26 In section 770 (registration of transfer), after subsection (2) insert—

“(3) If an election under Chapter 2A of Part 8 is in force in respect of the
company, references in this section to registering a transfer (or a
25person) are to be read as references to delivering particulars of that
transfer (or person) to the registrar under that Chapter.”

27 In section 771 (procedure on transfer being lodged), after subsection (2)
insert—

“(2A) If an election is in force under Chapter 2A of Part 8 in respect of the
30company, references in this section to registering the transfer are to
be read as references to delivering particulars of the transfer to the
registrar in accordance with that Chapter.”

28 In section 772 (transfer of shares on application of transferor)—

(a) after “the name of the transferee” insert “(or, as the case may be,
35deliver the name of the transferee to the registrar under Chapter 2A
of Part 8)”, and

(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,
40delivered to the registrar under Chapter 2A of Part 8)”.

30 In 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
45registrar under Chapter 2A of Part 8 (option to keep membership
information 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
5section, 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
10subsection (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
15which 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
20available 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),
25after 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
30kept 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
35kept 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
40members is to be read as a reference to the register kept by
the registrar under section 1080.”

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

Section 97

SCHEDULE 6 Contents of statements of capital

1 5The Companies Act 2006 is amended as follows.

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

(a) after paragraph (b) insert—

“(ba) the aggregate amount (if any) to be unpaid on those
10shares (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 In section 32 (constitutional documents to be provided to members), in
subsection (2)—

(a) 15after 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).

4 20In 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) 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).

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

(a) after paragraph (b) insert—

“(ba) the aggregate amount (if any) unpaid on those shares
30(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) 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).

7 40In section 621 (notice to registrar of reconversion of stock into shares), 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) 5omit paragraph (d) (and the “and” immediately before it).

8 In 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
10of premium), and”, and

(b) omit 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) 15the 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).

10 In section 644 (registration of resolution reducing share capital), in
20subsection (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) 25omit paragraph (d) (and the “and” immediately before it).

11 In 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
30(whether on account of their nominal value or by way
of 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) 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).

13 40In 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
of premium), and”, and

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

(b) 5omit paragraph (d) (and the “and” immediately before it).

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

(a) after paragraph (b) insert—

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

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

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

(a) 15after 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).

Section 111

20SCHEDULE 7 Sections 104 to 110: consequential and related amendments

Part 1 Company Directors Disqualification Act 1986

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

2 25In section 1 (disqualification orders: general) in subsection (2), for “section 6”
substitute “sections 6 and 8ZA”.

3 (1) Section 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) 30Section 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) 35in relation to an overseas company not falling within
paragraph (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) In this section “company” includes overseas company.”

(3) In subsection (4)—

(a) after “means” insert“—

(b) after “committed” insert “, or

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

6 10In section 5 (disqualification on summary conviction), after subsection (4A)
insert—

“(4B) In 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 15In section 7 (disqualifications under section 6: applications and
undertakings), after subsection (4) insert—

“(5) Subsections (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 20In section 8A (variation etc of disqualification undertaking), in subsection
(3)—

(a) before paragraph (a) insert—

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

(zb) 25in the case of an undertaking given under section 8ZE
means the High Court or, in Scotland, the Court of
Session;”, and

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

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

“(3) 30In 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) 35for “with jurisdiction to wind up companies” substitute “, other than
a 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) 40In subsection (3), after “under section” insert “5A,”.