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

House of Commons

Session 2002 - 03
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Companies (Audit, Investigations and Community Enterprise) Bill [HL]

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 2 — Community interest companies
52

60
Offences
(1)
If an offence under this Part committed by a body corporate is proved—
(a)
to have been committed with the consent or connivance of an officer, or
(b)
to be attributable to any neglect on the part of an officer,

the officer as well as the body corporate is guilty of the offence and liable to be
5
proceeded against and punished accordingly.
(2)
“Officer” means a director, manager, secretary or other similar officer of the
body corporate, or a person purporting to act in any such capacity.
(3)
“Director”—
(a)
includes a shadow director, and
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(b)
if the affairs of a body corporate are managed by its members, means a
member of the body.
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Orders made by Regulator
(1)
An order made by the Regulator under this Part must be given to the
community interest company in relation to which it is made and—
15
(a)
if the order is under section 46(1) or (3), to the director removed or
suspended,
(b)
if the order is under section 48(1)(b) or (2), to the person to whom the
order is directed,
(c)
if the order is under section 49(1), to the persons from and to whom
20
shares are transferred,
(d)
if the order is under section 49(2), to the person whose interest is
extinguished and any person appointed in his place.
(2)
Orders made by the Regulator under or by virtue of this Part may contain any
incidental or supplementary provisions the Regulator considers expedient.
25
(3)
When discharging an order made under or by virtue of this Part, the Regulator
may make savings and transitional provisions.
(4)
A document certified by the Regulator to be a true copy of an order made by
the Regulator is evidence of the order without further proof; and a document
purporting to be so certified shall, unless the contrary is proved, be taken to be
30
so certified.
(5)
Where the Regulator makes an order or decision against which an appeal lies
under or by virtue of this Part, the Regulator must give reasons for the order or
decision to the persons entitled to appeal against it.
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Regulations
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(1)
Any power to make regulations under this Part is exercisable by the Secretary
of State by statutory instrument.
(2)
Regulations under this Part may make different provision for different cases.
(3)
Regulations under this Part may confer or impose functions on the Regulator
or any other person specified in the regulations (and, unless made under
40
paragraph 4 of Schedule 4, may provide for appeals to the Appeal Officer from
a person on whom functions are conferred by the regulations).

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 3 — Supplementary
53

(4)
No regulations to which this subsection applies are to be made unless a draft
of the statutory instrument containing the regulations (whether or not together
with other provisions) has been laid before, and approved by a resolution of,
each House of Parliament.
(5)
Subsection (4) applies to regulations under—
5
(a)
section 30,
(b)
section 31,
(c)
section 32,
(d)
section 34,
(e)
section 35,
10
(f)
section 36,
(g)
section 37,
(h)
section 47, and
(i)
section 56.
(6)
A statutory instrument containing regulations under this Part is (unless a draft
15
of it has been approved by each House of Parliament under subsection (4))
subject to annulment in pursuance of a resolution of either House of
Parliament.
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Interpretation
(1)
In this Part—
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“administrative receiver” has the meaning given by section 251 of the
Insolvency Act 1986 (c. 45),

“the Appeal Officer” has the meaning given by section 28(1),

“charity” (except in the phrase “Scottish charity”) has the same meaning
as in the Charities Act 1993 (c. 10) (see section 96 of that Act),
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“community interest object” is to be construed in accordance with section
35(3),

“the community interest test” is to be construed in accordance with
section 35(2),

“enactment” includes an Act of the Scottish Parliament,
30

“excluded company” is to be construed in accordance with section 35(6),

“the Official Property Holder” has the meaning given by section 29(1),

“the Regulator” has the meaning given by section 27(1), and

“Scottish charity” has the meaning given by section 1(7) of the Law
Reform (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40).
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(2)
Any expression used in this Part and in the Companies Act 1985 (c. 6) has the
same meaning in this Part as in that Act.
Part 3
Supplementary
64
Repeals and revocations
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Schedule 8 (repeals and revocations) has effect.

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Part 3 — Supplementary
54

65
Commencement etc.
(1)
This Act (apart from this section and sections 66 and 67) does not come into
force until such day as the Secretary of State may by order made by statutory
instrument appoint; and different days may be appointed for different
provisions or otherwise for different purposes.
5
(2)
The Secretary of State may by order made by statutory instrument make any
transitional provisions or savings which appear appropriate in connection
with the commencement of any provision of this Act.
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Extent
(1)
Any amendment made by this Act has the same extent as the provision to
10
which it relates.
(2)
Sections 14, 15(1)(b), (3) and (7) and 17 extend to Northern Ireland.
(3)
Subject to that, this Act (apart from section 65, this section and section 67) does
not extend to Northern Ireland.
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Short title
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This Act may be cited as the Companies (Audit, Investigations and
Community Enterprise) Act 2004.

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 1 — New Schedule 7B to the Companies Act 1985
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Schedules
Schedule 1
Section 12

New Schedule 7B to the Companies Act 1985
In the Companies Act 1985 (c. 6), after Schedule 7A insert—
“SCHEDULE 7B
5
Section 245G(3)

Specified persons, descriptions of disclosures etc. for the purposes of
section 245G
Part 1
Specified persons
1
The Secretary of State.
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2
The Department of Enterprise, Trade and Investment for Northern
Ireland.
3
The Treasury.
4
The Bank of England.
5
The Financial Services Authority.
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6
The Commissioners of Inland Revenue.
Part 2
Specified descriptions of disclosures
7
A disclosure for the purpose of assisting a body designated by an
order under section 46 of the Companies Act 1989 (delegation of
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functions of Secretary of State) to exercise its functions under Part
2 of that Act.
8
A disclosure with a view to the institution of, or otherwise for the
purposes of, disciplinary proceedings relating to the performance
by an accountant or auditor of his professional duties.
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9
A disclosure for the purpose of enabling or assisting the Secretary
of State or the Treasury to exercise any of their functions under
any of the following—
(a)
this Act;
(b)
the insider dealing legislation;
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(c)
the Insolvency Act 1986;

Companies (Audit, Investigations and Community Enterprise) Bill [HL]
Schedule 1 — New Schedule 7B to the Companies Act 1985
56

(d)
the Company Directors Disqualification Act 1986;
(e)
the Financial Services and Markets Act 2000.
10
A disclosure for the purpose of enabling or assisting the
Department of Enterprise, Trade and Investment for Northern
Ireland to exercise any powers conferred on it by the enactments
5
relating to companies or insolvency.
11
A disclosure for the purpose of enabling or assisting the Bank of
England to exercise its functions.
12
A disclosure for the purpose of enabling or assisting the
Commissioners of Inland Revenue to exercise their functions.
10
13
A disclosure for the purpose of enabling or assisting the Financial
Services Authority to exercise its functions under any of the
following—
(a)
the legislation relating to friendly societies or to industrial
and provident societies;
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(b)
the Building Societies Act 1986;
(c)
Part 7 of the Companies Act 1989;
(d)
the Financial Services and Markets Act 2000.
14
A disclosure in pursuance of any Community obligation.
Part 3
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Overseas regulatory bodies
15
A disclosure is made in accordance with this Part of this Schedule
if—
(a)
it is made to a body within paragraph 16, and
(b)
it is made for the purpose of enabling or assisting that body
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to exercise the functions mentioned in that paragraph.
16
A body is within this paragraph if it exercises functions of a public
nature under legislation in any country or territory outside the
United Kingdom which appear to the authorised person to be
similar to his functions under section 245B of this Act.
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17
In determining whether to disclose information to a body in
accordance with this Part of this Schedule, the authorised person
must have regard to the following considerations—
(a)
whether the use which the body is likely to make of the
information is sufficiently important to justify making the
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disclosure; and
(b)
whether the body has adequate arrangements to prevent
the information from being used or further disclosed other
than for the purposes of carrying out the functions
mentioned in paragraph 16 or any other purposes
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substantially similar to those for which information
disclosed to the authorised person could be used or further
disclosed.”