|
| |
|
(7) | Omit section 256(3) of the Companies Act 1985 (c. 6) (grants to bodies |
| |
concerned with issuing accounting standards etc.), which is superseded by this |
| |
| |
17 | Levy to pay expenses of bodies concerned with accounting standards etc. |
| |
(1) | For the purpose of meeting any part of the expenses of a grant-aided body, the |
| 5 |
Secretary of State may by regulations provide for a levy to be payable to that |
| |
body (“the specified recipient”) by bodies or persons which are specified, or are |
| |
of a description specified, in the regulations. |
| |
(2) | For the purposes of this section— |
| |
(a) | “grant-aided body” means a body to whom the Secretary of State has |
| 10 |
paid, or is proposing to pay, grant under section 16; and |
| |
(b) | any expenses of any body carrying on subsidiary activities of the grant- |
| |
aided body (within the meaning of that section) are to be regarded as |
| |
expenses of the grant-aided body. |
| |
(3) | The power to specify (or to specify descriptions of) bodies or persons must be |
| 15 |
exercised in such a way that the levy is only payable by— |
| |
(a) | bodies corporate to which the Secretary of State considers that any of |
| |
the activities of the specified recipient, or any of its subsidiary activities, |
| |
are relevant to a significant extent, or |
| |
(b) | bodies or persons who the Secretary of State considers have a major |
| 20 |
interest in any of those activities being carried on. |
| |
(4) | Regulations under this section may in particular— |
| |
(a) | specify the rate of the levy and the period in respect of which it is |
| |
| |
(b) | make provision as to the times when, and the manner in which, |
| 25 |
payments are to be made in respect of the levy. |
| |
(5) | In determining the rate of the levy payable in respect of a particular period, the |
| |
| |
(a) | must take into account the amount of any grant which is to be or has |
| |
been made to the specified recipient in respect of that period under |
| 30 |
| |
(b) | may take into account estimated as well as actual expenses of that body |
| |
in respect of that period. |
| |
(6) | Any amount of levy payable by any body or person is a debt due from the body |
| |
or person to the specified recipient, and is recoverable accordingly. |
| 35 |
(7) | The specified recipient must— |
| |
(a) | keep proper accounts in respect of amounts of levy received, and |
| |
(b) | prepare in relation to each levy period a statement of account relating |
| |
to such amounts in such form and manner as is specified in the |
| |
| 40 |
(8) | Those accounts must be audited, and the statement certified, by persons |
| |
appointed by the Secretary of State. |
| |
(9) | The power to make regulations under this section is exercisable by statutory |
| |
| |
|
| |
|
| |
|
(10) | Regulations to which this subsection applies may not be made unless a draft of |
| |
the regulations has been laid before, and approved by a resolution of, each |
| |
| |
(11) | Subsection (10) applies to— |
| |
(a) | the first regulations under this section, and |
| 5 |
(b) | any other regulations under this section that would result in any |
| |
change in the bodies or persons by whom the levy is payable. |
| |
(12) | Otherwise, any statutory instrument containing regulations under this section |
| |
is subject to annulment in pursuance of a resolution of either House of |
| |
| 10 |
18 | Exemption from liability |
| |
(1) | Where a grant has been paid by the Secretary of State to a body under section |
| |
16, this section prevents any liability in damages arising in respect of certain |
| |
acts or omissions occurring during the period of 12 months beginning with the |
| |
date on which the grant was paid. |
| 15 |
| |
| “the exemption period” means the period of 12 months mentioned in |
| |
| |
| “a relevant body” means the body mentioned in that subsection or a body |
| |
carrying on any subsidiary activities of that body (within the meaning |
| 20 |
| |
| “section 16(2) activities” means activities concerned with any of the |
| |
matters set out in section 16(2). |
| |
(3) | Neither a relevant body, nor any person who is (or is acting as) a member, |
| |
officer or member of staff of a relevant body, is to be liable in damages for |
| 25 |
anything done, or omitted to be done, during the exemption period for the |
| |
purposes of or in connection with— |
| |
(a) | the carrying on of any section 16(2) activities of the body, or |
| |
(b) | the purported carrying on of any such activities. |
| |
(4) | Subsection (3) does not apply— |
| 30 |
(a) | if the act or omission is shown to have been in bad faith; or |
| |
(b) | so as to prevent an award of damages in respect of the act or omission |
| |
on the grounds that it was unlawful as a result of section 6(1) of the |
| |
Human Rights Act 1998 (c. 42) (acts of public authorities incompatible |
| |
| 35 |
| |
| |
19 | Power to require documents and information |
| |
For section 447 of the Companies Act 1985 (c. 6) substitute— |
| |
| “447 Power to require documents and information |
| 40 |
(1) | The Secretary of State may act under subsections (2) and (3) in relation |
| |
| |
|
| |
|
| |
|
(2) | The Secretary of State may give directions to the company requiring |
| |
| |
(a) | to produce such documents (or documents of such description) |
| |
as may be specified in the directions; |
| |
(b) | to provide such information (or information of such |
| 5 |
description) as may be so specified. |
| |
(3) | The Secretary of State may authorise a person (an investigator) to |
| |
require the company or any other person— |
| |
(a) | to produce such documents (or documents of such description) |
| |
as the investigator may specify; |
| 10 |
(b) | to provide such information (or information of such |
| |
description) as the investigator may specify. |
| |
(4) | A person on whom a requirement under subsection (3) is imposed may |
| |
require the investigator to produce evidence of his authority. |
| |
(5) | A requirement under subsection (2) or (3) must be complied with at |
| 15 |
such time and place as may be specified in the directions or by the |
| |
investigator (as the case may be). |
| |
(6) | The production of a document in pursuance of this section does not |
| |
affect any lien which a person has on the document. |
| |
(7) | The Secretary of State or the investigator (as the case may be) may take |
| 20 |
copies of or extracts from a document produced in pursuance of this |
| |
| |
(8) | A “document” includes information recorded in any form. |
| |
(9) | In relation to information recorded otherwise than in legible form, the |
| |
power to require production of it includes power to require the |
| 25 |
production of a copy of it in legible form or in a form from which it can |
| |
readily be produced in visible and legible form.” |
| |
20 | Protection in relation to certain disclosures |
| |
After section 448 of the Companies Act 1985 (c. 6) insert— |
| |
“448A | Protection in relation to certain disclosures: information provided to |
| 30 |
| |
(1) | A person who makes a relevant disclosure is not liable by reason only |
| |
of that disclosure in any proceedings relating to a breach of an |
| |
obligation of confidence. |
| |
(2) | A relevant disclosure is a disclosure which satisfies each of the |
| 35 |
| |
(a) | it is made to the Secretary of State otherwise than in compliance |
| |
with a requirement under this Part; |
| |
(b) | it is of a kind that the person making the disclosure could be |
| |
required to make in pursuance of this Part; |
| 40 |
(c) | the person who makes the disclosure does so in good faith and |
| |
in the reasonable belief that the disclosure is capable of assisting |
| |
the Secretary of State for the purposes of the exercise of his |
| |
functions under this Part; |
| |
|
| |
|
| |
|
(d) | the information disclosed is not more than is reasonably |
| |
necessary for the purpose of assisting the Secretary of State for |
| |
the purposes of the exercise of those functions; |
| |
(e) | the disclosure is not one falling within subsection (3) or (4). |
| |
(3) | A disclosure falls within this subsection if the disclosure is prohibited |
| 5 |
by virtue of any enactment. |
| |
(4) | A disclosure falls within this subsection if— |
| |
(a) | it is made by a person carrying on the business of banking or by |
| |
| |
(b) | it involves the disclosure of information in respect of which he |
| 10 |
owes an obligation of confidence in that capacity. |
| |
(5) | An enactment includes an enactment— |
| |
(a) | comprised in, or in an instrument made under, an Act of the |
| |
| |
(b) | comprised in subordinate legislation (within the meaning of the |
| 15 |
Interpretation Act 1978); |
| |
(c) | whenever passed or made.” |
| |
21 | Power to enter and remain on premises |
| |
After section 453 of the Companies Act 1985 (c. 6) insert— |
| |
| “453A Power to enter and remain on premises |
| 20 |
(1) | An inspector or investigator may act under subsection (2) in relation to |
| |
| |
(a) | he is authorised to do so by the Secretary of State, and |
| |
(b) | he thinks that to do so will materially assist him in the exercise |
| |
of his functions under this Part in relation to the company. |
| 25 |
(2) | An inspector or investigator may at all reasonable times— |
| |
(a) | require entry to relevant premises, and |
| |
(b) | remain there for such period as he thinks necessary for the |
| |
purpose mentioned in subsection (1)(b). |
| |
(3) | Relevant premises are premises which the inspector or investigator |
| 30 |
believes are used (wholly or partly) for the purposes of the company’s |
| |
| |
(4) | In exercising his powers under subsection (2), an inspector or |
| |
investigator may be accompanied by such other persons as he thinks |
| |
| 35 |
(5) | A person who intentionally obstructs a person lawfully acting under |
| |
| |
(a) | is guilty of an offence, and |
| |
(b) | is liable on conviction to a fine. |
| |
(6) | Sections 732 (restriction on prosecutions), 733 (liability of individuals |
| 40 |
for corporate default) and 734 (criminal proceedings against |
| |
unincorporated bodies) apply to the offence under subsection (5). |
| |
(7) | An inspector is a person appointed under section 431, 432 or 442. |
| |
|
| |
|
| |
|
(8) | An investigator is a person authorised for the purposes of section 447. |
| |
453B | Power to enter and remain on premises: procedural |
| |
(1) | This section applies for the purposes of section 453A. |
| |
(2) | The requirements of subsection (3) must be complied with at the time |
| |
an inspector or investigator seeks to enter relevant premises under |
| 5 |
| |
(3) | The requirements are— |
| |
(a) | the inspector or investigator must produce evidence of his |
| |
identity and evidence of his appointment or authorisation (as |
| |
| 10 |
(b) | any person accompanying the inspector or investigator must |
| |
produce evidence of his identity. |
| |
(4) | The inspector or investigator must, as soon as practicable after |
| |
obtaining entry, give to an appropriate recipient a written statement |
| |
containing such information as to— |
| 15 |
(a) | the powers of the investigator or inspector (as the case may be) |
| |
| |
(b) | the rights and obligations of the company, occupier and the |
| |
persons present on the premises, |
| |
| as may be prescribed by regulations. |
| 20 |
(5) | If during the time the inspector or investigator is on the premises there |
| |
is no person present who appears to him to be an appropriate recipient |
| |
for the purposes of subsection (8), the inspector or investigator must as |
| |
soon as reasonably practicable send to the company— |
| |
(a) | a notice of the fact and time that the visit took place, and |
| 25 |
(b) | the statement mentioned in subsection (4). |
| |
(6) | As soon as reasonably practicable after exercising his powers under |
| |
section 453A(2), the inspector or investigator must prepare a written |
| |
| |
(a) | if requested to do so by the company he must give it a copy of |
| 30 |
| |
(b) | in a case where the company is not the sole occupier of the |
| |
premises, if requested to do so by an occupier he must give the |
| |
occupier a copy of the record. |
| |
(7) | The written record must contain such information as may be prescribed |
| 35 |
| |
(8) | If the inspector or investigator thinks that the company is the sole |
| |
occupier of the premises an appropriate recipient is a person who is |
| |
present on the premises and who appears to the inspector or |
| |
| 40 |
(a) | an officer of the company, or |
| |
(b) | a person otherwise engaged in the business of the company if |
| |
the inspector or investigator thinks that no officer of the |
| |
company is present on the premises. |
| |
(9) | If the inspector or investigator thinks that the company is not the |
| 45 |
occupier or sole occupier of the premises an appropriate recipient is— |
| |
|
| |
|
| |
|
(a) | a person who is an appropriate recipient for the purposes of |
| |
subsection (8), and (if different) |
| |
(b) | a person who is present on the premises and who appears to the |
| |
inspector or investigator to be an occupier of the premises or |
| |
otherwise in charge of them. |
| 5 |
(10) | A statutory instrument containing regulations made under this section |
| |
is subject to annulment in pursuance of a resolution of either House of |
| |
| |
22 | Failure to comply with certain requirements |
| |
After section 453B of the Companies Act 1985 (c. 6) (inserted by section 21) |
| 10 |
| |
| “453C Failure to comply with certain requirements |
| |
(1) | This section applies if a person fails to comply with a requirement |
| |
imposed by an inspector, the Secretary of State or an investigator in |
| |
pursuance of either of the following provisions— |
| 15 |
| |
| |
(2) | The inspector, Secretary of State or investigator (as the case may be) |
| |
may certify the fact in writing to the court. |
| |
| 20 |
(a) | any witnesses who may be produced against or on behalf of the |
| |
| |
(b) | any statement which may be offered in defence, |
| |
| the court is satisfied that the offender failed without reasonable excuse |
| |
to comply with the requirement, it may deal with him as if he had been |
| 25 |
guilty of contempt of the court.” |
| |
| |
| |
23 | Minor and consequential amendments |
| |
(1) | Schedule 2 (minor and consequential amendments relating to Part 1) has effect. |
| 30 |
(2) | That Schedule has effect subject to the modifications set out in subsection (3)— |
| |
(a) | in relation to England and Wales, in the case of an offence committed |
| |
before section 154(1) of the Criminal Justice Act 2003 (c. 44) comes into |
| |
| |
(b) | in relation to Scotland. |
| 35 |
(3) | The modifications are— |
| |
(a) | the amendment in paragraph 10(2) has effect as if for “12 months” there |
| |
were substituted “6 months”; |
| |
(b) | the amendment in paragraph 10(3) has effect as if for “12 months”, in |
| |
both places where it occurs, there were substituted “3 months”; |
| 40 |
(c) | the amendment in paragraph 10(4) has effect as if for “12 months” there |
| |
were substituted “6 months”; |
| |
|
| |
|
| |
|
(d) | the amendment in paragraph 26(2) has effect as if for “12 months” there |
| |
were substituted “6 months”; and |
| |
(e) | the amendment in paragraph 26(3) has effect as if for “12 months” there |
| |
were substituted “6 months”. |
| |
| 5 |
Community interest companies |
| |
| |
24 | Community interest companies |
| |
(1) | There is to be a new type of company to be known as the community interest |
| |
| 10 |
(2) | In accordance with this Part— |
| |
(a) | a company limited by shares or a company limited by guarantee and |
| |
not having a share capital may be formed as or become a community |
| |
| |
(b) | a company limited by guarantee and having a share capital may |
| 15 |
become a community interest company. |
| |
(3) | A community interest company established for charitable purposes is to be |
| |
treated as not being so established, and accordingly— |
| |
(a) | is not a charity, and |
| |
(b) | must not be given such intimation as is mentioned in section 1(7) of the |
| 20 |
Law Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40) |
| |
| |
| |
(1) | There is to be an officer known as the Regulator of Community Interest |
| |
Companies (referred to in this Part as “the Regulator”). |
| 25 |
(2) | The Secretary of State must appoint a person to be the Regulator. |
| |
(3) | The Regulator has such functions relating to community interest companies as |
| |
are conferred or imposed by or by virtue of this Act or any other enactment. |
| |
(4) | The Regulator must adopt an approach to the discharge of those functions |
| |
which is based on good regulatory practice, that is an approach adopted |
| 30 |
| |
(a) | the likely impact on those who may be affected by the discharge of |
| |
| |
(b) | the outcome of consultations with, and with organisations |
| |
representing, community interest companies and others with relevant |
| 35 |
| |
(c) | the desirability of using the Regulator’s resources in the most efficient |
| |
| |
(5) | The Regulator may issue guidance, or otherwise provide assistance, about any |
| |
matter relating to community interest companies. |
| 40 |
|
| |
|