Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Part 22 — Information about interests in company’s shares
301

611
Duty of company to comply with requirement
(1)
A company that is required under section 610 to exercise its powers under
section 606 (notice requiring information about interests in company’s shares)
must exercise those powers in the manner specified in the requests.
(2)
If default is made in complying with subsection (1) an offence is committed by
5
every officer of the company who is in default.
(3)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to a fine;
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.
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612
Report to members on outcome of investigation
(1)
On the conclusion of an investigation carried out by a company in pursuance
of a requirement under section 610 the company must cause a report of the
information received in pursuance of the investigation to be prepared.

The report must be made available at the company’s registered office within a
15
reasonable period (not more than 15 days) after the conclusion of the
investigation.
(2)
Where—
(a)
a company undertakes an investigation in pursuance of a requirement
under section 610, and
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(b)
the investigation is not concluded within three months after the date on
which the company became subject to the requirement,

the company must cause to be prepared in respect of that period, and in respect
of each succeeding period of three months ending before the conclusion of the
investigation, an interim report of the information received during that period
25
in pursuance of the investigation.
(3)
Each such report must be made available at the company’s registered office
within a reasonable period (not more than 15 days) after the end of the period
to which it relates.
(4)
The company must within three days of making any report prepared under
30
this section available at its registered office, notify the members who made the
requests under section 606 that the report is so available.
(5)
For the purposes of this section an investigation carried out by a company in
pursuance of a requirement under section 610 is concluded when—
(a)
the company has made all such inquiries as are necessary or expedient
35
for the purposes of the requirement, and
(b)
in the case of each such inquiry—
(i)
a response has been received by the company, or
(ii)
the time allowed for a response has elapsed.
(6)
A report prepared under this section must be kept at the company’s registered
40
office for at least six years after the day on which it is first made available there.

Company Law Reform Bill [HL]
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613
Report to members: offences
(1)
If default is made in complying with section 612 (report to members on
outcome of investigation), an offence is committed by every officer of the
company who is in default.
(2)
A person guilty of an offence under this section is liable—
5
(a)
on conviction on indictment, to a fine;
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.
614
Right to inspect and request copy of reports
(1)
Any report prepared under section 612 must be open to inspection by any
10
person without charge.
(2)
Any person is entitled, on request and on payment of such fee as may be
prescribed, to be provided with a copy of any such report or any part of it.

The copy must be provided within ten days after the request is received by the
company.
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(3)
If an inspection required under subsection (1) is refused, or default is made in
complying with subsection (2), an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
(4)
A person guilty of an offence under this section is liable on summary
20
conviction to a fine not exceeding level 3 on the standard scale and, for
continued contravention, a daily default fine not exceeding one-tenth of level
3 on the standard scale.
(5)
In the case of any such refusal or default the court may by order compel an
immediate inspection or, as the case may be, direct that the copy required be
25
sent to the person requiring it.
Register of interests disclosed
615
Register of interests disclosed
(1)
The company must keep a register of information received by it in pursuance
of a requirement imposed under section 606 (notice requiring information
30
about interests in company’s shares).
(2)
A company which receives any such information must, within three days of the
receipt, enter in the register—
(a)
the fact that the requirement was imposed and the date on which it was
imposed, and
35
(b)
the information received in pursuance of the requirement.
(3)
The information must be entered against the name of the present holder of the
shares in question or, if there is no present holder or the present holder is not
known, against the name of the person holding the interest.
(4)
The register must be made up so that the entries against the names entered in
40
it appear in chronological order.

Company Law Reform Bill [HL]
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(5)
If default is made in complying with this section an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
(6)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 3 on the standard scale and, for
5
continued contravention, a daily default fine not exceeding one-tenth of level
3 on the standard scale.
(7)
The company is not by virtue of anything done for the purposes of this section
affected with notice of, or put upon inquiry as to, the rights of any person in
relation to any shares.
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616
Register to be kept available for inspection
(1)
The register kept under section 615 (register of interests disclosed) must be
kept available for inspection at the company’s registered office or at the place
where the company’s register of members is kept.
(2)
A company must give notice to the registrar of companies of the place where
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the register is kept available for inspection and of any change in that place.
(3)
No such notice is required if the register has at all times been kept available for
inspection at the company’s registered office.
(4)
If default is made in complying with subsection (1), or a company makes
default for 14 days in complying with subsection (2), an offence is committed
20
by—
(a)
the company, and
(b)
every officer of the company who is in default.
(5)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 3 on the standard scale and in the case
25
of continued contravention to a daily default fine not exceeding one-tenth of
level 3 on the standard scale.
617
Associated index
(1)
Unless the register kept under section 615 (register of interests disclosed) is
kept in such a form as itself to constitute an index, the company must keep an
30
index of the names entered in it.
(2)
The company must make any necessary entry or alteration in the index within
ten days after the date on which any entry or alteration is made in the register.
(3)
The index must contain, in respect of each name, a sufficient indication to
enable the information entered against it to be readily found.
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(4)
The index must be at all times kept available for inspection at the same place as
the register.
(5)
If default is made in complying with this section, an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
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(6)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 3 on the standard scale and in the case

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of continued contravention to a daily default fine not exceeding one-tenth of
level 3 on the standard scale.
618
Rights to inspect and require copy of entries
(1)
The register required to be kept under section 615 (register of interests
disclosed), and any associated index, must be open to inspection by any person
5
without charge.
(2)
Any person is entitled, on request and on payment of such fee as may be
prescribed, to be provided with a copy of any entry in the register.
(3)
A person seeking to exercise either of the rights conferred by this section must
make a request to the company to that effect.
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(4)
The request must contain the following information—
(a)
in the case of an individual, his name and address;
(b)
in the case of an organisation, the name and address of an individual
responsible for making the request on behalf of the organisation;
(c)
the purpose for which the information is to be used; and
15
(d)
whether the information will be disclosed to any other person, and if
so—
(i)
where that person is an individual, his name and address,
(ii)
where that person is an organisation, the name and address of
an individual responsible for receiving the information on its
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behalf, and
(iii)
the purpose for which the information is to be used by that
person.
619
Court supervision of purpose for which rights may be exercised
(1)
Where a company receives a request under section 618 (register of interests
25
disclosed: right to inspect and require copy), it must—
(a)
comply with the request if it is satisfied that it is made for a proper
purpose, and
(b)
refuse the request if it is not so satisfied.
(2)
If the company refuses the request, it must inform the person making the
30
request, stating the reason why it is not satisfied.
(3)
A person whose request is refused may apply to the court.
(4)
If an application is made to the court—
(a)
the person who made the request must notify the company, and
(b)
the company must use its best endeavours to notify any persons whose
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details would be disclosed if the company were required to comply
with the request.
(5)
If the court is not satisfied that the inspection or copy is sought for a proper
purpose, it shall direct that the company not to comply with the request.
(6)
If the court makes such a direction and it appears to the court that the company
40
is or may be subject to other requests made for a similar purpose (whether
made by the same person or different persons), it may direct that the company
is not to comply with any such request.

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The order must contain such provision as appears to the court appropriate to
identify the requests to which it applies.
(7)
If the court does not direct the company not to comply with the request, the
company must comply with the request immediately upon the court giving its
decision or, as the case may be, the proceedings being discontinued.
5
620
Register of interests disclosed: refusal of inspection or default in providing
copy
(1)
If an inspection required under section 618 (register of interests disclosed: right
to inspect and require copy) is refused or default is made in providing a copy
required under that section, otherwise than in accordance with an order of the
10
court, an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
(2)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 3 on the standard scale and, for
15
continued contravention, a daily default fine not exceeding one-tenth of level
3 on the standard scale.
(3)
In the case of any such refusal or default the court may by order compel an
immediate inspection or, as the case may be, direct that the copy required be
sent to the person requesting it.
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621
Register of interests disclosed: offences in connection with request for or
disclosure of information
(1)
It is an offence for a person knowingly or recklessly to make in a request under
section 618 (register of interests disclosed: right to inspect or require copy) a
statement that is misleading, false or deceptive in a material particular.
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(2)
It is an offence for a person in possession of information obtained by exercise
of either of the rights conferred by that section—
(a)
to do anything that results in the information being disclosed to
another person, or
(b)
to fail to do anything with the result that the information is disclosed to
30
another person,

knowing or having reason to suspect that person may use the information for
a purpose that is not a proper purpose.
(3)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to imprisonment for a term not exceeding
35
two years or a fine (or both);
(b)
on summary conviction—
(i)
in England and Wales, to imprisonment for a term not
exceeding twelve months or to a fine not exceeding the
statutory maximum (or both);
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(ii)
in Scotland or Northern Ireland, to imprisonment for a term not
exceeding six months, or to a fine not exceeding the statutory
maximum (or both).