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]
Schedule 5 — Documents and information sent or supplied to a company
Part 3 — Communications in electronic form
490

Schedule 5
Section 795(1)

Documents and information sent or supplied to a company
Part 1
Introduction
Application of Schedule
5
1
This Schedule does not apply to documents or information sent or supplied
by one company to another (see section 795(4) and Schedules 6 and 7).
Part 2
Communications in hard copy form
Introduction
10
2
A document or information is validly sent or supplied to a company if it is
sent or supplied in hard copy form in accordance with this Part of this
Schedule.
Method of communication in hard copy form
3     (1)
A document or information in hard copy form may be sent or supplied by
15
hand or by post to an address (in accordance with paragraph 4).
      (2)
For the purposes of this Schedule, a person sends a document or information
by post if he prepays and posts an envelope containing the document or
information.
Address for communications in hard copy form
20
4
A document or information in hard copy form may be sent or supplied—
(a)
to an address specified by the company for the purpose;
(b)
to the company’s registered office;
(c)
to an address to which any provision of the Companies Acts
authorises the document or information to be sent or supplied.
25
Part 3
Communications in electronic form
Introduction
5     (1)
A document or information is validly sent or supplied to a company if it is
sent or supplied in electronic form in accordance with this Part of this
30
Schedule.
      (2)
This paragraph has effect subject to any requirements or contrary provision
in the Companies Acts.

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 1 — Introduction
491

Conditions for use of communications in electronic form
6
A document or information may only be sent or supplied to a company in
an electronic form if—
(a)
the company has agreed (generally or specifically) that the document
or information may be sent or supplied in that form (and has not
5
revoked that agreement), or
(b)
the company is deemed to have so agreed by a provision in the
Companies Acts.
Address for communications in electronic form
7     (1)
Where the document or information is sent or supplied by electronic means,
10
it may only be sent or supplied in electronic form to an address—
(a)
specified for the purpose by the company (generally or specifically),
or
(b)
deemed by a provision in the Companies Acts to have been so
specified.
15
      (2)
Where the document or information is sent or supplied in electronic form by
hand or by post, it must be sent or supplied to an address to which it could
be validly sent if it were in hard copy form.
Part 4
Other agreed forms of communication
20
8     (1)
A document or information that is sent or supplied to a company otherwise
than in hard copy form or electronic form is validly sent or supplied if it is
sent or supplied in a form or manner that has been agreed by the company.
      (2)
This paragraph has effect subject to any requirements or contrary provision
in the Companies Acts.
25
Schedule 6
Section 795(2)

Communications by a company other than a traded company
Part 1
Introduction
Application of this Schedule
30
1
This Schedule applies to documents or information sent or supplied by
companies that are not traded companies.

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 3 — Communications in electronic form
492

Part 2
Communications in hard copy form
Introduction
2
A document or information is validly sent or supplied by a company if it is
sent or supplied in hard copy form in accordance with this Part of this
5
Schedule.
Method of communication in hard copy form
3     (1)
A document or information in hard copy form must be—
(a)
handed to the intended recipient, or
(b)
sent or supplied by hand or by post to an address (in accordance with
10
paragraph 4).
      (2)
For the purposes of this Schedule, a person sends a document or information
by post if he prepays and posts an envelope containing the document or
information.
Address for communications in hard copy form
15
4     (1)
A document or information in hard copy form may be sent or supplied by
the company—
(a)
to an address specified for the purpose by the intended recipient;
(b)
to a company at its registered office;
(c)
to a person in his capacity as a member of the company at his address
20
as shown in the company’s register of members;
(d)
to a person in his capacity as a director of the company at his address
as shown in the company’s register of directors;
(e)
to an address to which any provision of the Companies Acts
authorises the document or information to be sent or supplied.
25
      (2)
Where the company is unable to obtain an address falling within sub-
paragraph (1), the document or information may be sent or supplied to the
intended recipient’s last address known to the company.
Part 3
Communications in electronic form
30
Introduction
5     (1)
A document or information is validly sent or supplied by a company if it is
sent in electronic form in accordance with this Part of this Schedule.
      (2)
This paragraph has effect subject to any requirements or contrary provision
in the Companies Acts.
35
Agreement to communications in electronic form
6
A document or information may only be sent or supplied by a company in
electronic form—

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 4 — Communications by means of a website
493

(a)
to a person who has agreed (generally or specifically) that the
document or information may be sent or supplied in that form (and
has not revoked that agreement), or
(b)
to a company that is deemed to have so agreed by a provision in the
Companies Acts.
5
Address for communications in electronic form
7     (1)
Where the document or information is sent or supplied by electronic means,
it may only be sent or supplied to an address—
(a)
specified for the purpose by the intended recipient (generally or
specifically), or
10
(b)
where the intended recipient is a company, deemed by a provision
of the Companies Acts to have been so specified.
      (2)
Where the document or information is sent or supplied in electronic form by
hand or by post, it must be—
(a)
handed to the intended recipient, or
15
(b)
sent or supplied to an address to which it could be validly sent if it
were in hard copy form.
Part 4
Communications by means of a website
Use of website
20
8     (1)
A document or information is validly sent or supplied by a company if it is
made available on a website in accordance with this Part of this Schedule.
      (2)
This paragraph has effect subject to any requirements or contrary provision
in the Companies Acts.
Agreement to use of website
25
9
A document or information may only be sent or supplied by the company to
a person by being made available on a website if the person—
(a)
has agreed (generally or specifically) that the document or
information may be sent or supplied to him in that manner, or
(b)
is taken to have so agreed under—
30
(i)
paragraph 10 (members of the company etc), or
(ii)
paragraph 11 (debenture holders),

and has not revoked that agreement.
Deemed agreement of members of company etc to use of website
10    (1)
This paragraph applies to a document or information to be sent or supplied
35
to a person—
(a)
as a member of the company, or
(b)
as a person identified by a member (in accordance with the
company’s articles or regulations made under section 137) as entitled
to enjoy or exercise all or any specified rights of the member in
40
relation to the company (an “entitled person”).

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 4 — Communications by means of a website
494

      (2)
To the extent that—
(a)
the members of the company have resolved that the company may
send or supply documents or information to members by making
them available on a website, or
(b)
the company’s articles contain provision to that effect,
5

a member of the company or entitled person in relation to whom the
following conditions are met is taken to have agreed that the company may
send or supply documents or information to him in that manner.
      (3)
The conditions are that—
(a)
the member or entitled person has been asked individually by the
10
company to agree that the company may send or supply documents
or information generally, or the documents or information in
question, to him by means of a website, and
(b)
the company has not received a response within the period of 28
days beginning with the date on which the company’s request was
15
sent.
      (4)
A member or entitled person is not taken to have so agreed if the company’s
request—
(a)
did not state clearly what the effect of a failure to respond would be,
or
20
(b)
was sent less than twelve months after a previous request made to
him for the purposes of this paragraph in respect of the same or a
similar class of documents or information.
      (5)
A resolution under this paragraph is subject to Chapter 3 of Part 3 of this Act
(resolutions affecting company’s constitution).
25
Deemed agreement of debenture holders to use of website
11    (1)
This paragraph applies to a document or information to be sent or supplied
to a person as holder of a company’s debentures.
      (2)
To the extent that—
(a)
the relevant debenture holders have duly resolved that the company
30
may send or supply documents or information to them by making
them available on a website, or
(b)
the instrument creating the debenture in question contains provision
to that effect,

a debenture holder in relation to whom the following conditions are met is
35
taken to have agreed that the company may send or supply documents or
information to him in that manner.
      (3)
The conditions are that—
(a)
the debenture holder has been asked individually by the company to
agree that the company may send or supply documents or
40
information generally, or the documents or information in question,
to him by means of a website, and
(b)
the company has not received a response within the period of 28
days beginning with the date on which the company’s request was
sent.
45
      (4)
A person is not taken to have so agreed if the company’s request—

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 4 — Communications by means of a website
495

(a)
did not state clearly what the effect of a failure to respond would be,
or
(b)
was sent less than twelve months after a previous request made to
him for the purposes of this paragraph in respect of the same or a
similar class of documents or information.
5
      (5)
For the purposes of this paragraph—
(a)
the relevant debenture holders are the holders of debentures of the
company ranking pari passu for all purposes with the intended
recipient, and
(b)
a resolution of the relevant debenture holders is duly passed if they
10
agree in accordance with the provisions of the instruments creating
the debentures.
Availability of document or information
12    (1)
A document or information authorised or required to be sent or supplied by
means of a website must be made available in a form, and by a means, that
15
the company reasonably considers will enable the recipient—
(a)
to read it, and
(b)
to retain a copy of it.
      (2)
For this purpose a document or information can be read only if—
(a)
it can be read with the naked eye, or
20
(b)
to the extent that it consists of images (for example photographs,
pictures, maps, plans or drawings), it can be seen with the naked eye.
Notification of availability
13    (1)
The company must notify the intended recipient of—
(a)
the presence of the document or information on the website,
25
(b)
the address of the website,
(c)
the place on the website where it may be accessed, and
(d)
how to access the document or information.
      (2)
The document or information is taken to be sent—
(a)
on the date on which the notification required by this paragraph is
30
sent, or
(b)
if later, the date on which the document or information first appears
on the website after that notification is sent.
Period of availability on website
14    (1)
The company must make the document or information available on the
35
website throughout—
(a)
the period specified by any applicable provision of the Companies
Acts, or
(b)
if no such period is specified, the period of 28 days beginning with
the date on which the notification required under paragraph 13 is
40
sent to the person in question.
      (2)
For the purposes of this paragraph, a failure to make a document or
information available on a website throughout the period mentioned in sub-
paragraph (1) shall be disregarded if—

Company Law Reform Bill [HL]
Schedule 6 — Communications by a company other than a traded company
Part 6 — Supplementary provisions
496

(a)
it is made available on the website for part of that period, and
(b)
the failure to make it available throughout that period is wholly
attributable to circumstances that it would not be reasonable to have
expected the company to prevent or avoid.
Part 5
5
Other agreed forms of communication
15    (1)
A document or information that is sent or supplied otherwise than in hard
copy or electronic form or by means of a website is validly sent or supplied
if it is sent or supplied in a form or manner that has been agreed by the
intended recipient.
10
      (2)
This paragraph has effect subject to any requirements or contrary provision
in the Companies Acts.
Part 6
Supplementary provisions
Joint holders of shares or debentures
15
16    (1)
This paragraph applies in relation to documents or information to be sent or
supplied to joint holders of shares or debentures of a company.
      (2)
Anything to be agreed or specified by the holder must be agreed or specified
by all the joint holders.
      (3)
Anything authorised or required to be sent or supplied to the holder may be
20
sent or supplied either—
(a)
to each of the joint holders, or
(b)
to the holder whose name appears first in the register of members or
the relevant register of debenture holders.
      (4)
This paragraph has effect subject to anything in the company’s articles.
25
Death or bankruptcy of holder of shares
17    (1)
This paragraph has effect in the case of the death or bankruptcy of a holder
of a company’s shares.
      (2)
Documents or information required or authorised to be sent or supplied to
the member may be sent or supplied to the persons claiming to be entitled
30
to the shares in consequence of the death or bankruptcy—
(a)
by name, or
(b)
by the title of representatives of the deceased, or trustee of the
bankrupt, or by any like description,

at the address in the United Kingdom supplied for the purpose by those so
35
claiming.
      (3)
Until such an address has been so supplied, a document or information may
be sent or supplied in any manner in which it might have been sent or
supplied if the death or bankruptcy had not occurred.
      (4)
This paragraph has effect subject to anything in the company’s articles.
40