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]
Schedule 4 — Amendments of remaining provisions of the Companies Act 1985 relating to offences
486

Failure to give notice of rights to minority shareholder
33    (1)
In subsection (6) of section 430A of the Companies Act 1985 (c. 6) (takeovers:
failure to give notice of rights to minority shareholder) for the words “shall
be liable” to the end substitute “commits an offence.”
      (2)
At the end of that section add—
5
“(8)
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 and, for continued contravention, a daily default
fine not exceeding one-fiftieth of the statutory maximum.”.
10
Failure to give information about interests in shares etc
34    (1)
In subsection (3) of section 444 of the Companies Act 1985 (failure to give
information requested by Secretary of State relating to interests in shares etc)
for “is liable to imprisonment or a fine, or both” substitute “commits an
offence”.
15
      (2)
At the end of that section add—
“(4)
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—
20
(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) and, for continued
contravention, a daily default fine not exceeding one-
fiftieth of the statutory maximum;
25
(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) and, for
continued contravention, a daily default fine not
exceeding one-fiftieth of the statutory maximum.”.
30
Obstruction of rights conferred by a warrant or failure to comply with requirement under
section 448
35    (1)
In section 448(7) of the Companies Act 1985 (obstruction of rights conferred
by or by virtue of warrant for entry and search of premises) omit the words
“and liable to a fine.” to the end.
35
      (2)
After that provision insert—
“(7A)
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.”.
40
Wrongful disclosure of information to which section 449 applies
36    (1)
Section 449 of the Companies Act 1985 (wrongful disclosure of information
obtained in course of company investigation) is amended as follows.

Company Law Reform Bill [HL]
Schedule 4 — Amendments of remaining provisions of the Companies Act 1985 relating to offences
487

      (2)
For subsection (6)(a) and (b) substitute “is guilty of an offence.”
      (3)
After subsection (6) insert—
“(6A)
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);
5
(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);
(ii)
in Scotland or Northern Ireland, to imprisonment for
10
a term not exceeding six months, or to a fine not
exceeding the statutory maximum (or both).”.
      (4)
Omit subsection (7).
Destruction, mutilation etc of company documents
37    (1)
For subsection (3) of section 450 of the Companies Act 1985 (offence of
15
destroying, etc company documents) substitute—
“(3)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to imprisonment for a term not
exceeding seven years or a fine (or both);
(b)
on summary conviction—
20
(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);
(ii)
in Scotland or Northern Ireland, to imprisonment for
a term not exceeding six months, or to a fine not
25
exceeding the statutory maximum (or both).”.
      (2)
Omit subsection (4) of that section.
Provision of false information in purported compliance with section 447
38    (1)
For subsection (2) of section 451 of the Companies Act 1985 (c. 6) (provision
of false information in response to requirement under section 447)
30
substitute—
“(2)
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—
35
(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);
(ii)
in Scotland or Northern Ireland, to imprisonment for
a term not exceeding six months, or to a fine not
40
exceeding the statutory maximum (or both).”.
      (2)
Omit subsection (3) of that section.

Company Law Reform Bill [HL]
Schedule 4 — Amendments of remaining provisions of the Companies Act 1985 relating to offences
488

Obstruction of inspector, etc exercising power to enter and remain on premises
39    (1)
Section 453A of the Companies Act 1985 (c. 6) (obstruction of inspector etc
exercising power to enter and remain on premises) is amended as follows.
      (2)
For subsection (5)(a) and (b) substitute “is guilty of an offence.”
      (3)
After subsection (5) insert—
5
“(5A)
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.”.
      (4)
Omit subsection (6).
10
Attempted evasion of restrictions under Part 15
40    (1)
In subsection (1) of section 455 of the Companies Act 1985 (attempted
evasion of restrictions under Part 15) for “is liable to a fine if he” substitute
“commits an offence if he”.
      (2)
In subsection (2) of that section for the words “the company” to the end
15
substitute “an offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.”
      (3)
After that subsection insert—
“(2A)
A person guilty of an offence under this section is liable—
20
(a)
on conviction on indictment, to a fine;
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.”.
Fraudulent trading
41    (1)
Section 458 of the Companies Act 1985 (fraudulent trading) is amended as
25
follows.
      (2)
Make the existing provision subsection (1).
      (3)
For “is liable to imprisonment or a fine, or both” substitute “commits an
offence”.
      (4)
At the end add—
30
“(2)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to imprisonment for a term not
exceeding ten years or a fine (or both);
(b)
on summary conviction—
(i)
in England and Wales, to imprisonment for a term not
35
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).”.
40

Company Law Reform Bill [HL]
Schedule 4 — Amendments of remaining provisions of the Companies Act 1985 relating to offences
489

Failure to register court order in case of unfair prejudice to company members
42    (1)
In section 461(5) of the Companies Act 1985 (c. 6) (failure to register court
order in case of unfair prejudice to company members) omit the words “;
and if a company makes default” to the end.
      (2)
After that provision insert—
5
“(5A)
If a company makes default in complying with subsection (5), an
offence is committed by—
(a)
the company, and
(b)
every officer of the company who is in default.
(5B)
A person guilty of an offence under this section is liable on summary
10
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.”.
Breach of duty etc in connection with application to strike company off register
43    (1)
In subsection (1) of section 652E of the Companies Act 1985 (enforcement of
15
duties in connection with application to strike company off register) omit
“and liable to a fine”.
      (2)
In subsection (2) of that section omit “and liable to imprisonment or a fine,
or both”.
      (3)
At the end of that section add—
20
“(6)
A person guilty of an offence under subsection (1) is liable—
(a)
on conviction on indictment, to a fine;
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.
(7)
A person guilty of an offence under subsection (2) is liable—
25
(a)
on conviction on indictment, to imprisonment for a term not
exceeding seven 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
30
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).”.
Making unauthorised application to strike off company
35
44    (1)
In subsection (2) of section 652F of the Companies Act 1985 (making
unauthorised application to strike off company) omit “and liable to a fine”.
      (2)
At the end of that section add—
“(3)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to a fine;
40
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.”.