Company Law Reform Bill [HL]

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
Part 26 — Dissolution and restoration to the register
344

section 651 or 653” substitute “the possible restoration of the company to the
register under sections 683 to 691 of the Company Law Reform Act 2006”.
(2)
For section 655 of that Act (effect of s.654 on company’s revival after
dissolution) substitute—
“655
Effect of restoration to the register where property has vested as bona
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vacantia
(1)
The person in whom any property or right is vested by section 654 may
dispose of, or of an interest in, that property or right despite the fact that
the company may be restored to the register under sections 683 to 691
of the Company Law Reform Act 2006.
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(2)
If the company is restored to the register—
(a)
the restoration does not affect the disposition (but without
prejudice to its effect in relation to any other property or right
previously vested in or held on trust for the company), and
(b)
the Crown or, as the case may be, the Duke of Cornwall shall
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pay to the company an amount equal to—
(i)
the amount of any consideration received for the
property or right or, as the case may be, the interest in it,
or
(ii)
the value of any such consideration at the time of the
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disposition,

or, if no consideration was received an amount equal to the
value of the property, right or interest disposed of, as at the date
of the disposition.
(3)
There may be deducted from the amount payable under subsection
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(2)(b) the reasonable costs of the Crown representative in connection
with the disposition (to the extent that they have not been paid as a
condition of administrative restoration or pursuant to a court order for
restoration).
(4)
Where a liability accrues under subsection (2) in respect of any property
30
or right which before the restoration of the company to the register had
accrued as bona vacantia to the Duchy of Lancaster, the Attorney
General of that Duchy shall represent Her Majesty in any proceedings
arising in connection with that liability.
(5)
Where a liability accrues under subsection (2) in respect of any property
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or right which before the restoration of the company to the register had
accrued as bona vacantia to the Duchy of Cornwall, such persons as the
Duke of Cornwall (or other possessor for the time being of the Duchy)
may appoint shall represent the Duke (or other possessor) in any
proceedings arising out of that liability.
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(6)
In this section the “Crown representative” means—
(a)
in relation to property vested in the Duchy of Lancaster, the
Solicitor to that Duchy;
(b)
in relation to property vested in the Duke of Cornwall, the
Solicitor to the Duchy of Cornwall;
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(c)
in relation to property in Scotland, the Queen’s and Lord
Treasurer’s Remembrancer;
(d)
in relation to other property, the Treasury Solicitor.”.

Company Law Reform Bill [HL]
Part 27 — UK companies not formed under the Companies Acts
Chapter 1 — Companies not formed under the Companies Acts but authorised to register
345

Part 27
UK companies not formed under the Companies Acts
Chapter 1
Companies not formed under the Companies Acts but authorised to register
694
Companies authorised to register under the Companies Acts
5
(1)
This section applies to—
(a)
any company that was in existence on 2nd November 1862 (including
any company registered under the Joint Stock Companies Acts), and
(b)
any company formed after that date (whether before or after the
commencement of this Act)—
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(i)
in pursuance of an Act of Parliament other than the Companies
Acts or any of the former Companies Acts,
(ii)
in pursuance of letters patent, or
(iii)
that is otherwise duly constituted according to law.
(2)
Any such company may on making application register under this Act.
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(3)
Subject to the following provisions, it may register as an unlimited company,
as a company limited by shares or as a company limited by guarantee.
(4)
A company having the liability of its members limited by Act of Parliament or
letters patent—
(a)
may not register under this section unless it is a joint stock company,
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and
(b)
may not register under this section as an unlimited company or a
company limited by guarantee.
(5)
A company that is not a joint stock company may not register under this
section as a company limited by shares.
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(6)
The registration of a company under this section is not invalid by reason that
it has taken place with a view to the company’s being wound up.
695
Definition of “joint stock company”
(1)
For the purposes of section 694 (companies authorised to register under the
Companies Acts) “joint stock company” means a company—
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(a)
having a permanent paid-up or nominal share capital of fixed amount
divided into shares, also of fixed amount, or held and transferable as
stock, or divided and held partly in one way and partly in the other,
and
(b)
formed on the principle of having for its members the holders of those
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shares or that stock, and no other persons.
(2)
Such a company when registered with limited liability under the Companies
Acts is deemed a company limited by shares.
696
Power to make provision by regulations
(1)
The Secretary of State may make provision by regulations—
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Company Law Reform Bill [HL]
Part 27 — UK companies not formed under the Companies Acts
Chapter 2 — Unregistered companies
346

(a)
for and in connection with registration under section 694 (companies
not formed under the Companies Acts but authorised to register), and
(b)
as to the application to companies so registered of the provisions of the
Companies Acts.
(2)
Without prejudice to the generality of that power, regulations under this
5
section may make provision corresponding to any provision formerly made by
Chapter 2 of Part 22 of the Companies Act 1985 (c. 6).
(3)
Regulations under this section are subject to negative resolution procedure.
697
Application of provisions to existing companies

The provisions of the Companies Acts apply to companies registered but not
10
formed under any of the former Companies Acts in the same manner as they
apply to companies registered under section 694.
Chapter 2
Unregistered companies
698
Unregistered companies
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(1)
This section applies to bodies corporate incorporated in and having a principal
place of business in the United Kingdom, other than—
(a)
bodies incorporated by, or registered under, a public general Act of
Parliament;
(b)
bodies not formed for the purpose of carrying on a business that has for
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its object the acquisition of gain by the body or its individual members;
(c)
bodies for the time being exempted from this section by direction of the
Secretary of State;
(d)
open-ended investment companies.
(2)
The Secretary of State may make provision by regulations applying specified
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provisions of the Companies Acts to all, or any specified description of, the
bodies to which this section applies.
(3)
The regulations may provide that the specified provisions of the Companies
Acts apply subject to any specified limitations and to such adaptations and
modifications (if any) as may be specified.
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(4)
This section does not—
(a)
repeal or revoke in whole or in part any enactment, royal charter or
other instrument constituting or regulating any body in relation to
which provisions of the Companies Acts are applied by regulations
under this section, or
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(b)
restrict the power of Her Majesty to grant a charter in lieu or
supplementary to any such charter.

But in relation to any such body the operation of any such enactment, charter
or instrument is suspended in so far as it is inconsistent with any of those
provisions as they apply for the time being to that body.
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(5)
Regulations under this section are subject to negative resolution procedure.

Company Law Reform Bill [HL]
Part 28 — Overseas companies
347

Part 28
Overseas companies
Introductory
699
Overseas companies

In the Companies Acts an “overseas company” means a company incorporated
5
outside the United Kingdom.
Registration of particulars
700
Duty to register particulars
(1)
The Secretary of State may make provision by regulations requiring an
overseas company—
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(a)
to deliver to the registrar for registration a return containing specified
particulars, and
(b)
to deliver to the registrar with the return specified documents.
(2)
The regulations—
(a)
must, in the case of a company other than a Gibraltar company, require
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the company to register particulars if the company opens a branch in
the United Kingdom, and
(b)
may, in the case of a Gibraltar company, require the company to
register particulars if the company opens a branch in the United
Kingdom, and
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(c)
may, in any case, require the registration of particulars in such other
circumstances as may be specified.
(3)
In subsection (2)—
“branch” means a branch within the meaning of the Eleventh Company
Law Directive (89/666/EEC);
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“Gibraltar company” means a company incorporated in Gibraltar.
(4)
The regulations may provide that where a company has registered particulars
under this section and any alteration is made—
(a)
in the specified particulars, or
(b)
in any document delivered with the return,
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the company must deliver to the registrar for registration a return containing
specified particulars of the alteration.
(5)
The regulations may make provision—
(a)
requiring the return under this section to be delivered for registration
to the registrar for a specified part of the United Kingdom, and
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(b)
requiring it to be so delivered before the end of a specified period.
(6)
The regulations may make different provision according to—
(a)
the place where the company is incorporated, and
(b)
the activities carried on (or proposed to be carried on) by it.

This is without prejudice to the general power to make different provision for
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different cases.

Company Law Reform Bill [HL]
Part 28 — Overseas companies
348

(7)
Regulations under this section are subject to affirmative resolution procedure.
701
Registered name of overseas company
(1)
Regulations under section 700 (duty to register particulars) must require an
overseas company that is required to register particulars to state the name
under which it proposes to be registered.
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(2)
This may be—
(a)
the company’s corporate name (that is, its name under the law of the
country or territory in which it is incorporated) or
(b)
an alternative name specified in accordance with section 702.
(3)
Subject only to subsection (5), an EEA company may always be registered
10
under its corporate name.
(4)
In any other case, the following provisions of Part 5 (a company’s name) apply
in relation to the registration of the name of an overseas company—
(a)
section 54 (prohibited names);
(b)
sections 55 to 57 (sensitive words and expressions);
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(c)
section 66 (inappropriate use of indications of company type or legal
form);
(d)
sections 67 to 74 (similarity to other names);
(e)
section 75 (provision of misleading information etc);
(f)
section 76 (misleading indication of activities).
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(5)
The provisions of section 58 (permitted characters etc) apply in every case.
(6)
Any reference in the provisions mentioned in subsection (4) or (5) to a change
of name shall be read as a reference to registration of a different name under
section 702.
702
Registration under alternative name
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(1)
An overseas company that is required to register particulars under section 700
may at any time deliver to the registrar for registration a statement specifying
a name, other than its corporate name, under which it proposes to carry on
business in the United Kingdom.
(2)
An overseas company that has registered an alternative name may at any time
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deliver to the registrar of companies for registration a statement specifying a
different name under which it proposes to carry on business in the United
Kingdom (which may be its corporate name or a further alternative) in
substitution for the name previously registered.
(3)
The name by which an overseas company is for the time being registered under
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this section is, for all purposes of the law applying in the United Kingdom,
deemed to be the company’s corporate name.
(4)
This does not—
(a)
affect the references in this section or section 701 to the company’s
corporate name,
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(b)
affect any rights or obligation of the company, or
(c)
render defective any legal proceedings by or against the company.

Company Law Reform Bill [HL]
Part 28 — Overseas companies
349

(5)
Any legal proceedings that might have been continued or commenced against
the company by its corporate name, or any name previously registered under
this section, may be continued or commenced against it by its name for the time
being so registered.
Other requirements
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703
Accounts and reports: general
(1)
The Secretary of State may make provision by regulations requiring an
overseas company that is required to register particulars under section 700—
(a)
to prepare the like accounts and directors’ report, and
(b)
cause to be prepared such an auditor’s report,
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as would be required if the company were formed and registered under this
Act.
(2)
The regulations may for this purpose apply, with or without modifications, all
or any of the provisions of—
Part 15 (accounts and reports), and
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Part 16 (audit).
(3)
The Secretary of State may make provision by regulations requiring an
overseas company to deliver to the registrar copies of—
(a)
the accounts and reports prepared in accordance with the regulations,
or
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(b)
the accounts and reports that it is required to prepare and have audited
under the law of the country in which it is incorporated.
(4)
Regulations under this section are subject to negative resolution procedure.
704
Accounts and reports: credit or financial institutions
(1)
This section applies to a credit or financial institution—
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(a)
that is incorporated or otherwise formed outside the United Kingdom
and Gibraltar,
(b)
whose head office is outside the United Kingdom and Gibraltar, and
(c)
that has a branch in the United Kingdom.
(2)
In subsection (1) “branch” means a place of business that forms a legally
30
dependent part of the institution and conducts directly all or some of the
operations inherent in its business.
(3)
The Secretary of State may make provision by regulations requiring an
institution to which this section applies—
(a)
to prepare the like accounts and directors’ report, and
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(b)
cause to be prepared such an auditor’s report,

as would be required if the institution were a company formed and registered
under this Act.
(4)
The regulations may for this purpose apply, with or without modifications, all
or any of the provisions of—
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Part 15 (accounts and reports), and
Part 16 (audit).

Company Law Reform Bill [HL]
Part 28 — Overseas companies
350

(5)
The Secretary of State may make provision by regulations requiring an
institution to which this section applies to deliver to the registrar copies of—
(a)
accounts and reports prepared in accordance with the regulations, or
(b)
accounts and reports that it is required to prepare and have audited
under the law of the country in which the institution has its head office.
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(6)
Regulations under this section are subject to negative resolution procedure.
705
Trading disclosures
(1)
The Secretary of State may by regulations make provision requiring overseas
companies carrying on business in the United Kingdom—
(a)
to display specified information in specified locations,
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(b)
to state specified information in specified descriptions of document or
communication, and
(c)
to provide specified information on request to those they deal with in
the course of their business.
(2)
The regulations—
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(a)
shall in every case require disclosure of the name under which the
company is registered to carry on business in the United Kingdom, and
(b)
may make provision as to the manner in which any specified
information is to be displayed, stated or provided.
(3)
The regulations may make provision corresponding to that made by—
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section 83 (civil consequences of failure to make required disclosure), and
section 84 (criminal consequences of failure to make required disclosure).
(4)
Regulations under this section are subject to affirmative resolution procedure.
706
Other returns etc
(1)
This section applies to overseas companies that are required to register
25
particulars under section 700.
(2)
The Secretary of State may make provision by regulations requiring the
delivery to the registrar of returns—
(a)
by a company to which this section applies that—
(i)
is being wound up, or
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(ii)
becomes or ceases to be subject to insolvency proceedings, or an
arrangement or composition or any analogous proceedings;
(b)
by the liquidator of a company to which this section applies.
(3)
The regulations may specify—
(a)
the circumstances in which a return is to be made,
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(b)
the particulars to be given in it, and
(c)
the period within which it is to be made.
(4)
The Secretary of State may make provision by regulations requiring notice to
be given to the registrar of the appointment in relation to a company to which
this section applies of a judicial factor (in Scotland).
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(5)
The regulations may include provision corresponding to any provision made
by section 801 of this Act (duty to notify registrar of certain appointments).