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 7 — Re-registration as a means of altering a company’s status
47

Unlimited private company becoming limited
105
Re-registration of unlimited company as limited
(1)
An unlimited company may be re-registered as a private limited company if—
(a)
a special resolution that it should be so re-registered is passed,
(b)
the condition specified below is met, and
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(c)
an application for re-registration is delivered to the registrar in
accordance with section 106, together with—
(i)
the other documents required by that section, and
(ii)
a statement of compliance.
(2)
The condition is that the company has not previously been re-registered as
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unlimited.
(3)
The special resolution must state whether the company is to be limited by
shares or by guarantee.
(4)
The company must make such changes—
(a)
in its name, and
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(b)
in its articles,

as are necessary in connection with its becoming a company limited by shares
or, as the case may be, by guarantee.
106
Application and accompanying documents
(1)
An application for re-registration as a limited company must contain a
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statement of the company’s proposed name on re-registration.
(2)
The application must be accompanied by—
(a)
a copy of the resolution that the company should re-register as a private
limited company (unless a copy has already been forwarded to the
registrar under Chapter 3 of Part 3);
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(b)
if the company is to be limited by guarantee, a statement of guarantee;
(c)
a copy of the company’s articles as proposed to be amended.
(3)
The statement of guarantee required to be delivered in the case of a company
that is to be limited by guarantee must state that each member undertakes that,
if the company is wound up while he is a member, or within one year after he
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ceases to be a member, he will contribute to the assets of the company such
amount as may be required for—
(a)
payment of the debts and liabilities of the company contracted before
he ceases to be a member,
(b)
payment of the costs, charges and expenses of winding up, and
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(c)
adjustment of the rights of the contributories among themselves,

not exceeding a specified amount.
(4)
The statement of compliance required to be delivered together with the
application is a statement that the requirements of this Part as to re-registration
as a limited company have been complied with.
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(5)
The registrar may accept the statement of compliance as sufficient evidence
that the company is entitled to be re-registered as a limited company.

Company Law Reform Bill [HL]
Part 7 — Re-registration as a means of altering a company’s status
48

107
Issue of certificate of incorporation on re-registration
(1)
If on an application for re-registration of an unlimited company as a limited
company the registrar is satisfied that the company is entitled to be so re-
registered, the company shall be re-registered accordingly.
(2)
The registrar must issue a certificate of incorporation altered to meet the
5
circumstances of the case.
(3)
The certificate must state that it is issued on re-registration and the date on
which it is so issued.
(4)
On the issue of the certificate—
(a)
the company by virtue of the issue of the certificate becomes a limited
10
company, and
(b)
the changes in the company’s name and articles take effect.
(5)
The certificate is conclusive evidence that the requirements of this Act as to re-
registration have been complied with.
Public company becoming private and unlimited
15
108
Re-registration of public company as private and unlimited
(1)
A public company limited by shares may be re-registered as an unlimited
private company with a share capital if—
(a)
all the members of the company have assented to its being so re-
registered,
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(b)
the condition specified below is met, and
(c)
an application for re-registration is delivered to the registrar in
accordance with section 109, together with—
(i)
the other documents required by that section, and
(ii)
a statement of compliance.
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(2)
The condition is that the company has not previously been re-registered—
(a)
as limited, or
(b)
as unlimited.
(3)
The company must make such changes—
(a)
in its name, and
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(b)
in its articles,

as are necessary in connection with its becoming an unlimited private
company.
(4)
For the purposes of this section—
(a)
a trustee in bankruptcy of a member of the company is entitled, to the
35
exclusion of the member, to assent to the company’s re-registration;
and
(b)
the personal representative of a deceased member of the company may
assent on behalf of the deceased.
(5)
In subsection (4)(a), “a trustee in bankruptcy of a member of the company”
40
includes—

Company Law Reform Bill [HL]
Part 7 — Re-registration as a means of altering a company’s status
49

(a)
a permanent trustee or an interim trustee (within the meaning of the
Bankruptcy (Scotland) Act 1985 (c. 66)) on the sequestrated estate of a
member of the company;
(b)
a trustee under a protected trustee deed (within the meaning of the
Bankruptcy (Scotland) Act 1985) granted by a member of the company.
5
109
Application and accompanying documents
(1)
An application for re-registration of a public company as an unlimited private
company must contain a statement of the company’s proposed name on re-
registration.
(2)
The application must be accompanied by—
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(a)
the prescribed form of assent to the company’s being registered as an
unlimited company, authenticated by or on behalf of all the members
of the company, and
(b)
a copy of the company’s articles as proposed to be amended.
(3)
The statement of compliance required to be delivered together with the
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application is a statement that the requirements of this Part as to re-registration
as an unlimited private company have been complied with.
(4)
The statement must contain a statement by the directors of the company—
(a)
that the persons by whom or on whose behalf the form of assent is
authenticated constitute the whole membership of the company, and
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(b)
if any of the members have not authenticated that form themselves, that
the directors have taken all reasonable steps to satisfy themselves that
each person who authenticated it on behalf of a member was lawfully
empowered to do so.
(5)
The registrar may accept the statement of compliance as sufficient evidence
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that the company is entitled to be re-registered as an unlimited private
company.
110
Issue of certificate of incorporation on re-registration
(1)
If on an application for re-registration of a public company as an unlimited
private company the registrar is satisfied that the company is entitled to be so
30
re-registered, the company shall be re-registered accordingly.
(2)
The registrar must issue a certificate of incorporation altered to meet the
circumstances of the case.
(3)
The certificate must state that it is issued on re-registration and the date on
which it is so issued.
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(4)
On the issue of the certificate—
(a)
the company by virtue of the issue of the certificate becomes an
unlimited private company, and
(b)
the changes in the company’s name and articles take effect.
(5)
The certificate is conclusive evidence that the requirements of this Act as to re-
40
registration have been complied with.

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members
50

Part 8
Members of a company
Chapter 1
The members of a company
111
The members of a company
5
(1)
The subscribers of a company’s memorandum are deemed to have agreed to
become members of the company, and on its registration become members and
must be entered as such in its register of members.
(2)
Every other person who agrees to become a member of a company, and whose
name is entered in its register of members, is a member of the company.
10
Chapter 2
Register of members
General
112
Register of members
(1)
Every company must keep a register of its members.
15
(2)
There must be entered in the register—
(a)
the names and addresses of the members,
(b)
the date on which each person was registered as a member, and
(c)
the date at which any person ceased to be a member.
(3)
In the case of a company having a share capital there must be entered in the
20
register, with the names and addresses of the members, a statement of—
(a)
the shares held by each member, distinguishing each share—
(i)
by its number (so long as the share has a number), and
(ii)
where the company has more than one class of issued shares, by
its class,
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and
(b)
the amount paid or agreed to be considered as paid on the shares of
each member.
(4)
If the company has converted any of its shares into stock, and given notice of
the conversion to the registrar, the register of members must show the amount
30
and class of stock held by each member instead of the amount of shares and the
particulars relating to shares specified above.
(5)
In the case of joint holders of shares or stock in a company the company’s
register of members must state the names of each joint holder.

In other respects joint holders are regarded for the purposes of this Chapter as
35
a single member (so that the register must show a single address).
(6)
In the case of a company that does not have a share capital but has more than
one class of members, there must be entered in the register, with the names and

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members
51

addresses of the members, a statement of the class to which each member
belongs.
(7)
If a company makes default in complying with this section an offence is
committed by—
(a)
the company, and
5
(b)
every officer of the company who is in default.
(8)
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
of continued contravention to a daily default fine not exceeding one-tenth of
level 3 on the standard scale.
10
113
Register to be kept available for inspection
(1)
A company’s register of members must be kept available for inspection—
(a)
at its registered office, or
(b)
at another place in the part of the United Kingdom in which the
company is registered.
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(2)
A company must give notice to the registrar of the place where its register of
members 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 since it came into
existence (or, in the case of a register in existence on the relevant date, at all
times since then) been kept available for inspection at the company’s registered
20
office.
(4)
The relevant date for the purposes of subsection (3) is—
(a)
1st July 1948 in the case of a company registered in Great Britain, and
(b)
1st April 1961 in the case of a company registered in Northern Ireland.
(5)
If a company makes default for 14 days in complying with subsection (2), an
25
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 in the case
30
of continued contravention to a daily default fine not exceeding one-tenth of
level 3 on the standard scale.
114
Index of members
(1)
Every company having more than 50 members must keep an index of the
names of the members of the company, unless the register of members is in
35
such a form as to constitute in itself an index.
(2)
The company must make any necessary alteration in the index within 14 days
after the date on which any alteration is made in the register of members.
(3)
The index must contain, in respect of each member, a sufficient indication to
enable the account of that member in the register 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 of members.

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members
52

(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 in the case
5
of continued contravention to a daily default fine not exceeding one-tenth of
level 3 on the standard scale.
115
Rights to inspect and require copies
(1)
The register and the index of members’ names must be open to the
inspection—
10
(a)
of any member of the company without charge, and
(b)
of any other person on payment of such fee as may be prescribed.
(2)
Any person may require a copy of a company’s register of members, or of any
part of it, on payment of such fee as may be prescribed.
(3)
A person seeking to exercise either of the rights conferred by this section must
15
make a request to the company to that effect.
(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;
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(c)
the purpose for which the information is to be used; and
(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
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an individual responsible for receiving the information on its
behalf, and
(iii)
the purpose for which the information is to be used by that
person.
116
Register of members: response to request for inspection or copy
30
(1)
Where a company receives a request under section 115 (register of members:
right to inspect and require copy), it must within five working days either—
(a)
comply with the request, or
(b)
apply to the court.
(2)
If it applies to the court it must notify the person making the request.
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(3)
If on an application under this section the court is satisfied that the inspection
or copy is not sought for a proper purpose—
(a)
it shall direct the company not to comply with the request, and
(b)
it may further order that the company’s costs (in Scotland, expenses) on
the application be paid in whole or in part by the person who made the
40
request, even if he is not a party to the application.
(4)
If the court makes such a direction and it appears to the court that the company
is or may be subject to other requests made for a similar purpose (whether

Company Law Reform Bill [HL]
Part 8 — Members of a company
Chapter 2 — Register of members
53

made by the same person or different persons), it may direct that the company
is not to comply with any such request.

The order must contain such provision as appears to the court appropriate to
identify the requests to which it applies.
(5)
If on an application under this section the court does not direct the company
5
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.
117
Register of members: refusal of inspection or default in providing copy
(1)
If an inspection required under section 115 (register of members: right to
10
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
court, an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
15
(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
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
20
immediate inspection or, as the case may be, direct that the copy required be
sent to the person requesting it.
118
Register of members: 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
25
section 115 (register of members: right to inspect or require copy) a statement
that is misleading, false or deceptive in a material particular.
(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
30
another person, or
(b)
to fail to do anything with the result that the information is disclosed to
another person,

knowing or having reason to suspect that person may use the information for
a purpose that is not a proper purpose.
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(3)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to imprisonment for a term not exceeding
two years or a fine (or both);
(b)
on summary conviction—
(i)
in England and Wales, to imprisonment for a term not
40
exceeding twelve months or to a fine not exceeding the
statutory maximum (or both);
(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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