Small Business, Enterprise and Employment Bill (HL Bill 103)

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force that is no longer current.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,”.

(3) After 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
5the Secretary of State had applied for a disqualification order under
section 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
10Scotland, the Court of Session.”

14 In 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 15In section 21 (interaction with Insolvency Act 1986), in each of subsections
(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 20In section 22A (application of Act to building societies), omit subsection (4).

19 In 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) 25omit subsection (4).

20 In 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) 30In subsection (4)—

(a) omit paragraph (c), and

(b) after paragraph (e) insert—

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

(3) Omit subsection (5).

23 35In section 22F (application of Act to charitable incorporated organisations)
omit subsection (4).

Part 2 Other enactments

Companies (Audit, Investigations and Community Enterprises) Act 2004

24 Omit paragraph 28 of Schedule 2 to the Companies (Audit, Investigations
5and Community Enterprises) Act 2004.

Companies Act 2006

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

Section 112

SCHEDULE 8 10Northern Ireland: provision corresponding to sections 104 to 111

The Company Directors Disqualification (Northern Ireland) Order 2002

1 In 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) 15After Article 8 of the 2002 Order insert—

“8A Disqualification for certain convictions abroad

(1) If 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
20for such an order.

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

(3) A “relevant foreign offence” is an offence committed outside
25Northern Ireland—

(a) in connection with—

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

(ii) 30the receivership of a company’s property (or any
similar procedure), or

(iii) a 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
35Northern Ireland.

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