Companies (Audit, Investigations and Community Enterprise) Bill [HL]

House of Commons

Session 2002 - 03
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Other Bills before Parliament

Companies (Audit, Investigations and Community Enterprise) Bill [HL]

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 2 — Community interest companies
48

Change of status
52
Re-registration
(1)
A community interest company is excluded from re-registering under section
49 of the Companies Act 1985 (re-registration of limited company as
unlimited).
5
(2)
If a community interest company which is not a public company re-registers as
a public company under section 43 of the Companies Act 1985, or a community
interest company which is a public company re-registers as a private company
under section 53 of that Act, the certificate of incorporation issued under
section 47(1)(b) or 55(1)(b) of that Act is to contain a statement that the
10
company is a community interest company.
(3)
The fact that the certificate of incorporation contains such a statement is
conclusive evidence that the company is a community interest company.
53
Ceasing to be a community interest company
A community interest company may not cease to be a community interest
15
company except by dissolution or as provided—
(a)
by sections 54 and 55 (becoming a charity or a Scottish charity), or
(b)
if regulations are made under section 56 (becoming an industrial and
provident society), by the regulations.
54
Becoming a charity or a Scottish charity: requirements
20
(1)
If a community interest company is to cease being a community interest
company and become a charity or a Scottish charity, the company must—
(a)
by special resolution alter its memorandum so that it does not state that
it is to be a community interest company,
(b)
by special resolutions under the Companies Act 1985 (c. 6) make such
25
alterations of its memorandum and articles as it considers appropriate,
and
(c)
by special resolution change its name so that it does not comply with
section 33.
(2)
Section 380(1) of the Companies Act 1985 (forwarding of copies of special
30
resolutions to registrar of companies) must be complied with in relation to each
of the special resolutions at the same time.
(3)
If the special resolutions include one under section 4 or 17 of the Companies
Act 1985 (alterations of memorandum)—
(a)
copies of the special resolutions must not be forwarded to the registrar
35
of companies before the relevant date, and
(b)
section 380(1) has effect in relation to them as if it referred to 15 days
after the relevant date.
(4)
If an application is made under section 5 of the Companies Act 1985 (objection
to alteration of memorandum under section 4 or 17), the relevant date is—
40
(a)
the date on which the court determines the application (or, if there is
more than one application, the date on which the last to be determined
by the court is determined), or
(b)
such later date as the court may order.

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 2 — Community interest companies
49

(5)
If there is no application under section 5 of that Act, the relevant date is the end
of the period for making such an application.
(6)
The copies of the special resolutions forwarded to the registrar of companies
must be accompanied by—
(a)
a copy of the memorandum and articles of the company as altered by
5
the special resolutions, and
(b)
a statement under subsection (7) or, if the company’s registered office
is situated in Scotland and the company is to become a Scottish charity,
a statement under subsection (8).
(7)
A statement under this subsection is a statement by the Charity Commissioners
10
that in their opinion, if the special resolutions take effect and the company
ceases to be a community interest company the company will be a charity and
will not be an exempt charity.
(8)
A statement under this subsection is a statement by the Commissioners of
Inland Revenue that—
15
(a)
the company has claimed exemption under section 505(1) of the Income
and Corporation Taxes Act 1988 (c. 1), and
(b)
if the special resolutions take effect and the company ceases to be a
community interest company the company will be given such
intimation as is mentioned in section 1(7) of the Law Reform
20
(Miscellaneous Provisions) (Scotland) Act 1990 (c. 40).
(9)
“Exempt charity” has the same meaning as in the Charities Act 1993 (c. 10) (see
section 96 of that Act).
55
Becoming a charity or a Scottish charity: decisions etc.
(1)
On receiving under section 54 the copies of the special resolutions, the
25
memorandum and articles as altered by the special resolutions and the
statement, the registrar must (instead of recording the special resolutions and
entering a new name on the register)—
(a)
forward a copy of each of the documents to the Regulator, and
(b)
retain them pending the Regulator’s decision.
30
(2)
The alterations of the memorandum and articles made by the special
resolutions are to take effect only as provided by this section.
(3)
The Regulator must decide whether the company is eligible to cease being a
community interest company.
(4)
The company is eligible to cease being a community interest company if it has
35
complied with section 54 and none of the following applies—
(a)
the Regulator has under section 43 appointed an auditor to audit the
company’s annual accounts and the audit has not been completed,
(b)
civil proceedings instituted by the Regulator in the name of the
company under section 44 have not been determined or discontinued,
40
(c)
a director of the company holds office by virtue of an order under
section 45,
(d)
a director of the company is suspended under section 46(3),
(e)
there is a manager in respect of the property and affairs of the company
appointed under section 47,
45
(f)
the Official Property Holder holds property as trustee for the company,

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 2 — Community interest companies
50

(g)
an order under section 48(2) or (3) is in force in relation to the company,
(h)
a petition has been presented for the company to be wound up.
(5)
The Regulator must give notice of the decision to the registrar of companies
(but the registrar is not required to record it).
(6)
If the Regulator gives notice of a decision that the company is eligible to cease
5
being a community interest company, section 28(6) of the Companies Act 1985
(c. 6) (registration of new name) applies; and if the registrar of companies
enters the new name of the company on the register he must also retain and
record the special resolutions and the statement.
(7)
On the date on which the certificate of incorporation is issued the alterations to
10
the company’s articles and memorandum made by the special resolutions take
effect and the company ceases to be a community interest company.
(8)
If the Regulator decides that the company is not eligible to cease being a
community interest company, the company may appeal to the Appeal Officer
against the decision.
15
56
Becoming an industrial and provident society
(1)
Unless regulations make provision to the contrary, a community interest
company may not convert itself into a registered society under section 53 of the
Industrial and Provident Societies Act 1965 (c. 12).
(2)
If regulations make provision allowing the conversion of community interest
20
companies under that section they may include provision modifying that
section in its application by virtue of the regulations.
Supplementary
57
Fees
(1)
Regulations may require the payment of such fees in connection with the
25
Regulator’s functions as may be specified in the regulations.
(2)
The regulations may provide for fees to be paid to the registrar of companies
(rather than to the Regulator).
(3)
The Regulator may charge a fee for any service which is provided otherwise
than in pursuance of an obligation imposed by law, other than the provision of
30
guidance which the Regulator considers to be of general interest.
(4)
Fees paid by virtue of this section are to be paid into the Consolidated Fund.
58
Extension of provisions about registrar etc.
Regulations may make amendments or modifications of any provision
contained in—
35
(a)
Part 24 of the Companies Act 1985 (c. 6) (registrar), or
(b)
Part 25 of that Act (miscellaneous and supplementary),
in consequence of any provision contained in, or made under, this Part (in
particular, so as to provide that references to the Companies Acts are to include
provisions contained in, or made under, this Part).
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Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 2 — Community interest companies
51

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Information
(1)
Regulations may require the registrar of companies—
(a)
to notify the Regulator of matters specified in the regulations, and
(b)
to provide the Regulator with copies of documents specified in the
regulations.
5
(2)
After section 71 of the Bankruptcy (Scotland) Act 1985 (c. 66) insert—
“71A
Further duty of Accountant in Bankruptcy
The Accountant in Bankruptcy shall, on receiving any notice under
section 109(1) of the Insolvency Act 1986 in relation to a community
interest company, forward a copy of that notice to the Regulator of
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Community Interest Companies.”
(3)
In section 31(2) of the Data Protection Act 1998 (c. 29) (restricted access to data
processed for specified purposes)—
(a)
in paragraphs (b), (c) and (d), after “charities” insert “or community
interest companies”, and
15
(b)
in paragraph (b), after “trustees” insert “, directors”.
(4)
A public authority may disclose to the Regulator, for any purpose connected
with the exercise of the Regulator’s functions, information received by the
authority in connection with its functions.
(5)
The Regulator may disclose to a public authority any information received by
20
the Regulator in connection with the functions of the Regulator—
(a)
for a purpose connected with the exercise of those functions, or
(b)
for a purpose connected with the exercise by the authority of its
functions.
(6)
In deciding whether to disclose information to a public authority in a country
25
or territory outside the United Kingdom the Regulator must have regard to the
considerations listed in section 243(6) of the Enterprise Act 2002 (c. 40)
(overseas disclosures), but as if the reference to information of a kind to which
section 237 of that Act applies were to information of the kind the Regulator is
considering disclosing.
30
(7)
The powers to disclose information in subsections (4) and (5) are subject to—
(a)
any restriction on disclosure imposed by or by virtue of an enactment,
and
(b)
any express restriction on disclosure subject to which information was
supplied.
35
(8)
Information may be disclosed under subsection (4) or (5) subject to a restriction
on its further disclosure.
(9)
A person who discloses information in contravention of a restriction imposed
under subsection (8) is guilty of an offence, but a prosecution may be instituted
in England or Wales only with the consent of the Regulator or the Director of
40
Public Prosecutions.
(10)
A person guilty of an offence under subsection (9) is liable on summary
conviction to a fine not exceeding level 3 on the standard scale.
(11)
“Public authority” means a person or body having functions of a public nature.