|
| |
| |
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section 288(2) of the Companies Act 1985 (c. 6) (requirement that company |
| |
notify change among directors to registrar) is instead an obligation of the |
| |
| |
(9) | But if subsection (10) applies, section 288(2) applies as if the period within |
| 5 |
which the Regulator must send a notification to the registrar of companies is 14 |
| |
days from the date on which the Regulator receives notification under that |
| |
| |
(10) | Where a person appointed to be a director of the company under this section |
| |
ceases to be a director of the company (otherwise than by removal under |
| 10 |
subsection (7)), the company must give notification of that fact to the Regulator |
| |
in a form approved by the Regulator before the end of the period of 14 days |
| |
beginning with the date on which the person ceases to be a director. |
| |
(11) | If the company fails to comply with subsection (10) it commits an offence. |
| |
(12) | A person guilty of an offence under subsection (11) is liable on summary |
| 15 |
conviction to a fine not exceeding level 5 on the standard scale. |
| |
(13) | The company may appeal to the Appeal Officer against an order under this |
| |
| |
| |
(1) | The Regulator may by order remove a director of a community interest |
| 20 |
| |
(2) | If a person has been removed under subsection (1)— |
| |
(a) | the company may not subsequently appoint him a director of the |
| |
| |
(b) | any assignment to the person of the office of director of the company is |
| 25 |
of no effect (even if approved by special resolution of the company). |
| |
(3) | The Regulator may by order suspend a director of the company pending a |
| |
decision whether to remove him. |
| |
(4) | The maximum period for which a director may be suspended under subsection |
| |
| 30 |
(5) | If the Regulator suspends a director under subsection (3) the Regulator may |
| |
give directions in relation to the performance of the director’s functions. |
| |
(6) | The Regulator may discharge an order made under subsection (1). |
| |
(7) | The discharge of an order made under subsection (1) does not reinstate the |
| |
person removed by the order as a director of the company, but on the discharge |
| 35 |
of the order subsection (2) ceases to apply to the person. |
| |
(8) | The Regulator must from time to time review any order made under |
| |
subsection (3) and, if it is appropriate to do so, discharge the order. |
| |
| |
Regulator must give at least 14 days’ notice to— |
| 40 |
| |
| |
| |
| |
|
| |
| |
(10) | Where an order is made in relation to a director under subsection (1) or (3) the |
| |
director may appeal against the order— |
| |
(a) | in England and Wales, to the High Court, or |
| |
(b) | in Scotland, to the Court of Session. |
| |
(11) | The Regulator must, before the end of the period of 14 days beginning with the |
| 5 |
| |
| |
(b) | an order under subsection (3) is made or discharged or expires, or |
| |
| |
| give notification of that event to the registrar of companies in a form approved |
| 10 |
by the registrar of companies. |
| |
(12) | Where subsection (11) imposes an obligation to notify the registrar of |
| |
companies of an event, section 288(2) of the Companies Act 1985 (c. 6) |
| |
(requirement that company notify change among directors to registrar) does |
| |
not apply in respect of the event. |
| 15 |
47 | Appointment of manager |
| |
| |
affairs of a community interest company. |
| |
(2) | The person appointed may be anyone whom the Regulator thinks appropriate, |
| |
other than a member of the Regulator’s staff. |
| 20 |
(3) | An order under subsection (1) may make provision as to the functions to be |
| |
exercised by, and the powers of, the manager. |
| |
(4) | The order may in particular provide— |
| |
(a) | for the manager to have such of the functions of the company’s |
| |
directors as are specified in the order, and |
| 25 |
(b) | for the company’s directors to be prevented from exercising any of |
| |
| |
(5) | In carrying out his functions the manager acts as the company’s agent; and a |
| |
person dealing with the manager in good faith and for value need not inquire |
| |
whether the manager is acting within his powers. |
| 30 |
(6) | The appointment of the manager does not affect— |
| |
(a) | any right of any person to appoint a receiver or manager of the |
| |
company’s property (including any right under section 51 of the |
| |
Insolvency Act 1986 (c. 45)), or |
| |
(b) | the rights of a receiver or manager appointed by a person other than the |
| 35 |
| |
(7) | The manager’s functions are to be discharged by him under the supervision of |
| |
the Regulator; and the Regulator must from time to time review the order by |
| |
which the manager is appointed and, if it is appropriate to do so, discharge it |
| |
| 40 |
(8) | In particular, the Regulator must discharge the order on the appointment of a |
| |
person to act as administrative receiver, administrator, provisional liquidator |
| |
or liquidator of the company. |
| |
(9) | The Regulator may apply to the court for directions in relation to any matter |
| |
arising in connection with the manager’s functions or powers. |
| 45 |
| |
| |
|
| |
| |
(10) | On an application under subsection (9) the court may give such directions or |
| |
make such orders as it thinks fit. |
| |
(11) | The costs of any application under subsection (9) are to be paid by the |
| |
| |
(12) | Regulations may authorise the Regulator— |
| 5 |
(a) | to require a manager to make reports, |
| |
(b) | to require a manager to give security (or, in Scotland, to find caution) |
| |
for the due exercise of the manager’s functions, and |
| |
(c) | to remove a manager in circumstances prescribed by the regulations. |
| |
| 10 |
(a) | provide for a manager’s remuneration to be payable from the property |
| |
| |
(b) | authorise the Regulator to determine the amount of a manager’s |
| |
remuneration and to disallow any amount of remuneration in |
| |
circumstances prescribed by the regulations. |
| 15 |
(14) | The company may appeal to the Appeal Officer against an order under this |
| |
| |
| |
(1) | The Regulator may by order— |
| |
(a) | vest in the Official Property Holder any property held by or in trust for |
| 20 |
a community interest company, or |
| |
(b) | require persons in whom such property is vested to transfer it to the |
| |
Official Property Holder. |
| |
| |
(a) | may order a person who holds property on behalf of a community |
| 25 |
interest company, or on behalf of a trustee of a community interest |
| |
company, not to part with the property without the Regulator’s |
| |
| |
(b) | may order any debtor of a community interest company not to make |
| |
any payment in respect of the debtor’s liability to the company without |
| 30 |
| |
(3) | The Regulator may by order restrict— |
| |
(a) | the transactions which may be entered into by a community interest |
| |
| |
(b) | the nature or amount of the payments that a community interest |
| 35 |
| |
| and the order may in particular provide that transactions may not be entered |
| |
into or payments made without the Regulator’s consent. |
| |
(4) | The vesting or transfer of property under subsection (1) does not constitute a |
| |
breach of a covenant or condition against alienation, and no right listed in |
| 40 |
subsection (5) operates or becomes exercisable as a result of the vesting or |
| |
| |
| |
(a) | a right of reverter (or in Scotland, the right of the fiar on the termination |
| |
| 45 |
| |
| |
|
| |
| |
(b) | a right of pre-emption, |
| |
(c) | a right of forfeiture, |
| |
| |
(e) | a right of irritancy, |
| |
| 5 |
(g) | any right similar to those listed in paragraphs (a) to (f). |
| |
(6) | The Regulator must from time to time review any order under this section and, |
| |
if it is appropriate to do so, discharge the order in whole or in part. |
| |
(7) | On discharging an order under subsection (1) the Regulator may make any |
| |
order as to the vesting or transfer of the property, and give any directions, |
| 10 |
which he considers appropriate. |
| |
(8) | If a person fails to comply with an order under subsection (1)(b), the Regulator |
| |
may certify that fact in writing to the court. |
| |
| |
(a) | any witnesses who may be produced against or on behalf of the alleged |
| 15 |
| |
(b) | any statement which may be offered in defence, |
| |
| the court is satisfied that the offender failed without reasonable excuse to |
| |
comply with the order, it may deal with him as if he had been guilty of |
| |
| 20 |
(10) | A person who contravenes an order under subsection (2) or (3) commits an |
| |
offence, but a prosecution may be instituted in England and Wales only with |
| |
the consent of the Regulator or the Director of Public Prosecutions. |
| |
(11) | A person guilty of an offence under subsection (10) is liable on summary |
| |
conviction to a fine not exceeding level 5 on the standard scale. |
| 25 |
(12) | Subsections (8) to (10) do not prevent the bringing of civil proceedings in |
| |
respect of a contravention of an order under subsection (1)(b), (2) or (3). |
| |
(13) | The company and any person to whom the order is directed may appeal to the |
| |
Appeal Officer against an order under subsection (1) or (2). |
| |
(14) | The company may appeal to the Appeal Officer against an order under |
| 30 |
| |
49 | Transfer of shares etc. |
| |
(1) | If a community interest company has a share capital, the Regulator may by |
| |
order transfer specified shares in the company to specified persons. |
| |
(2) | If a community interest company is a company limited by guarantee, the |
| 35 |
| |
(a) | extinguish the interests in the company of specified members of the |
| |
company (otherwise than as shareholders), and |
| |
(b) | appoint a new member in place of each member whose interest has |
| |
| 40 |
(3) | An order under subsection (1) may not transfer any shares in respect of |
| |
| |
(a) | a dividend may be paid, or |
| |
| |
| |
|
| |
| |
(b) | a distribution of the company’s assets may be made if the company is |
| |
| |
(4) | An order under this section in relation to a company— |
| |
(a) | may only transfer shares to, and appoint as new members, persons who |
| |
have consented to the transfer or appointment, and |
| 5 |
(b) | may be made irrespective of any provision made by the memorandum |
| |
or articles of the company or a resolution of the company in general |
| |
| |
(5) | The company and any person from whom shares are transferred by the order |
| |
may appeal to the Appeal Officer against an order under subsection (1). |
| 10 |
(6) | The company and any person whose interest is extinguished by the order may |
| |
appeal to the Appeal Officer against an order under subsection (2). |
| |
(7) | “Specified”, in relation to an order, means specified in the order. |
| |
50 | Petition for winding up |
| |
(1) | The Regulator may present a petition for a community interest company to be |
| 15 |
wound up if the court is of the opinion that it is just and equitable that the |
| |
company should be wound up. |
| |
(2) | Subsection (1) does not apply if the company is already being wound up by the |
| |
| |
(3) | In section 124 of the Insolvency Act 1986 (c. 45) (application for winding up), |
| 20 |
after subsection (4) insert— |
| |
“(4A) | A winding-up petition may be presented by the Regulator of |
| |
Community Interest Companies in a case falling within section 50 of |
| |
the Companies (Audit, Investigations and Community Enterprise) Act |
| |
| 25 |
51 | Dissolution and striking off |
| |
(1) | If a community interest company has been dissolved, the Regulator may apply |
| |
under section 651 of the Companies Act 1985 (c. 6) for an order declaring the |
| |
dissolution to have been void. |
| |
(2) | If a community interest company has been struck off the register under section |
| 30 |
652 of the Companies Act 1985 (defunct companies), the Regulator may apply |
| |
under section 653(2) of that Act for an order that the company’s name be |
| |
| |
(3) | If an application under section 652A of the Companies Act 1985 (application to |
| |
strike name of private company off register) is made on behalf of a community |
| 35 |
interest company, section 652B(6) of that Act (persons to be notified of |
| |
application) is to be treated as also requiring a copy of the application to be |
| |
| |
| |
| |
|
