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Session 2005 - 06
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Company Law Reform Bill [HL]


 

Company Law Reform Bill [HL]

 
   
   
 

The Bill is divided into three volumes. Volume I contains Clauses 1 to 458. Volume

II contains Clauses 459 to 804. Volume III contains the remaining Clauses and the

Schedules.

EXPLANATORY NOTES

Explanatory notes to the Bill, prepared by the Department of Trade and Industry, are

published separately as Bill 190­­­—­­EN.

EUROPEAN CONVENTION ON HUMAN RIGHTS

Mr Secretary Darling has made the following statement under section 19(1)(a) of the

Human Rights Act 1998:

In my view the provisions of the Company Law Reform Bill are compatible with the

Convention rights.

 

Bill 190                                                                                                

54/1

 

 

 

Company Law Reform Bill [HL]

 
   

 
 

The Bill is divided into three volumes. Volume I contains Clauses 1 to 458. Volume

II contains Clauses 459 to 804. Volume III contains the remaining Clauses and the

Schedules.

Contents

Part 1

General introductory provisions

Companies and Companies Acts

1   

Companies

2   

The Companies Acts

Types of company

3   

Limited and unlimited companies

4   

Private and public companies

5   

Companies limited by guarantee and having share capital

6   

Community interest companies

Part 2

Company formation

General

7   

Method of forming company

8   

Memorandum of association

Requirements for registration

9   

Registration documents

10   

Statement of capital and initial shareholdings

11   

Statement of guarantee

12   

Statement of proposed officers

13   

Statement of compliance

Registration and its effect

14   

Registration

15   

Issue of certificate of incorporation

16   

Effect of registration

 

Bill 190                                                                                                

54/1

 
 

Company Law Reform Bill [HL]

ii

 

Part 3

A company’s constitution

Chapter 1

Introductory

17   

A company’s constitution

Chapter 2

Articles of association

General

18   

Articles of association

19   

Power of Secretary of State to prescribe model articles

20   

Default application of model articles

Alteration of articles

21   

Alteration of articles

22   

Entrenched provisions of the articles

23   

Notice to registrar in case of entrenched provisions

24   

Notice to registrar of removal of entrenched provisions

25   

Effect of alteration of articles on company’s members

26   

Registrar to be sent copy of amended articles

27   

Registrar’s notice to comply in case of failure with respect to amended articles

Supplementary

28   

Existing companies: provisions of memorandum treated as provisions of

articles

Chapter 3

Resolutions and agreements affecting a company’s constitution

29   

Resolutions and agreements affecting a company’s constitution

30   

Copies of resolutions or agreements to be forwarded to and recorded by

registrar

31   

Resolutions and agreements to be embodied in or attached to issued copies of

articles

Chapter 4

Miscellaneous and supplementary provisions

Statement of company’s objects

32   

Statement of company’s objects

 
 

Company Law Reform Bill [HL]

iii

 

Other provisions with respect to a company’s constitution

33   

Constitutional documents to be provided to members

34   

Effect of company’s constitution

35   

Notice to registrar where company’s constitution altered by enactment

36   

Notice to registrar where company’s constitution altered by order

Supplementary provisions

37   

Right to participate in profits otherwise than as member void

38   

Application to single member companies of enactments and rules of law

Part 4

A company’s capacity and related matters

Capacity of company and power of directors to bind it

39   

A company’s capacity

40   

Power of directors to bind the company

41   

Constitutional limitations: transactions involving directors or their associates

42   

Constitutional limitations: companies that are charities

Formalities of doing business under the law of England and Wales or Northern Ireland

43   

Company contracts

44   

Execution of documents

45   

Common seal

46   

Execution of deeds

47   

Execution of deeds or other documents by attorney

48   

Authentication of documents

Formalities of doing business under the law of Scotland

49   

Execution of documents by companies

Other matters

50   

Official seal for use abroad

51   

Official seal for share certificates etc

52   

Pre-incorporation contracts, deeds and obligations

53   

Bills of exchange and promissory notes

Part 5

A company’s name

Chapter 1

General requirements

Prohibited names

54   

Prohibited names

 
 

 
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Revised 26 May 2006