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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.”.

 

 

 
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