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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.

10

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

20

(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]
Part 22 — Information about interests in company’s shares

302

 

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.

15

(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]
Part 22 — Information about interests in company’s shares

303

 

(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.

10

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

15

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.

35

(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.

40

(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

 
 

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

304

 

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.

10

(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

20

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

35

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.

 
 

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

305

 

   

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.

25

(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);

40

(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).

 
 

 
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Revised 26 May 2006