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House of Commons

Session 2005 - 06 Internet Publications Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL] iv
Sensitive words and expressions
55    Names suggesting connection with government or public authority
56    Other sensitive words or expressions
57    Duty to seek comments of government department or other specified body
Permitted characters etc
58    Permitted characters etc
Chapter 2
Indications of company type or legal form
Required indications for limited companies
59    Public limited companies
60    Private limited companies
61    Exemption from requirement as to use of “limited”
62    Continuation of existing exemption: companies limited by shares
63    Continuation of existing exemption: companies limited by guarantee
64    Exempt company: restriction on alteration of articles
65    Power to direct change of name in case of company ceasing to be entitled to
exemption
Inappropriate use of indications of company type or legal form
66    Inappropriate use of indications of company type or legal form
Chapter 3
Similarity to other names
Similarity to other name on registrar’s index
67    Name not to be the same as another in the index
68    Power to direct change of name in case of similarity to existing name
69    Direction to change name: supplementary provisions
Similarity to other name in which person has goodwill
70    Objection to company’s registered name
71    Company names adjudicators
72    Procedural rules
73    Order requiring name to be changed
74    Appeal from adjudicator’s decision
Chapter 4
Other powers of the Secretary of State
75    Provision of misleading information etc
76    Misleading indication of activities
Company Law Reform Bill [HL] v
Chapter 5
Change of name
77    Change of name
78    Change of name by special resolution
79    Change of name by means provided for in company’s articles
80    Change of name: registration and issue of new certificate of incorporation
81    Change of name: effect
Chapter 6
Trading disclosures
82    Requirement to disclose company name etc
83    Civil consequences of failure to make required disclosure
84    Criminal consequences of failure to make required disclosures
85    Minor variations in form of name to be left out of account
Part 6
A company’s registered office
General
86    A company’s registered office
87    Change of address of registered office
Welsh companies
88    Welsh companies
Part 7
Re-registration as a means of altering a company’s status
Introductory
89    Alteration of status by re-registration
Private company becoming public
90    Re-registration of private company as public
91    Requirements as to share capital
92    Requirements as to net assets
93    Recent allotment of shares for non-cash consideration
94    Application and accompanying documents
95    Statement of proposed secretary
96    Issue of certificate of incorporation on re-registration
Public company becoming private
97    Re-registration of public company as private limited company
98    Application to court to cancel resolution
Company Law Reform Bill [HL] vi
99    Notice to registrar of court application or order
100    Application and accompanying documents
101    Issue of certificate of incorporation on re-registration
Private limited company becoming unlimited
102    Re-registration of private limited company as unlimited
103    Application and accompanying documents
104    Issue of certificate of incorporation on re-registration
Unlimited private company becoming limited
105    Re-registration of unlimited company as limited
106    Application and accompanying documents
107    Issue of certificate of incorporation on re-registration
Public company becoming private and unlimited
108    Re-registration of public company as private and unlimited
109    Application and accompanying documents
110    Issue of certificate of incorporation on re-registration
Part 8
Members of a company
Chapter 1
The members of a company
111    The members of a company
Chapter 2
Register of members
General
112    Register of members
113    Register to be kept available for inspection
114    Index of members
115    Rights to inspect and require copies
116    Register of members: response to request for inspection or copy
117    Register of members: refusal of inspection or default in providing copy
118    Register of members: offences in connection with request for or disclosure of
information
119    Information as to state of register and index
120    Removal of entries relating to former members
Special cases
121    Share warrants
122    Single member companies
123    Company holding its own shares as treasury shares
Company Law Reform Bill [HL] vii
Supplementary
124    Power of court to rectify register
125    Trusts not to be entered on register
126    Register to be evidence
127    Time limit for claims arising from entry in register
128    Overseas branch registers
Chapter 3
Prohibition on subsidiary being member of its holding company
General prohibition
129    Prohibition on subsidiary being a member of its holding company
130    Shares acquired before prohibition became applicable
Subsidiary acting as personal representative or trustee
131    Subsidiary acting as personal representative or trustee
132    Interests to be disregarded: residual interest under pension scheme or
employees’ share scheme
133    Interests to be disregarded: employer’s rights of recovery under pension
scheme or employees’ share scheme
Subsidiary acting as dealer in securities
134    Subsidiary acting as authorised dealer in securities
135    Protection of third parties in other cases where subsidiary acting as dealer in
securities
Supplementary
136    Application of provisions to companies not limited by shares
137    Application of provisions to nominees
Part 9
Exercise of members’ rights
138    Enjoyment or exercise of members’ rights
Part 10
Company directors
Chapter 1
Appointment and removal of directors
Requirement to have directors
139    Companies required to have directors
140    Companies required to have at least one director who is a natural person
141    Direction requiring company to make appointment
Company Law Reform Bill [HL] viii
Appointment
142    Minimum age for appointment as director
143    Power to provide for exceptions from minimum age requirement
144    Existing under-age directors
145    Appointment of directors of public company to be voted on individually
146    Validity of acts of directors
Register of directors, etc
147    Register of directors
148    Particulars of directors to be registered: individuals
149    Particulars of directors to be registered: corporate directors and firms
150    Register of directors’ residential addresses
151    Particulars of directors to be registered: power to make regulations
152    Duty to notify registrar of changes
153    Application of provisions to shadow directors
Removal
154    Resolution to remove director
155    Director’s right to protest removal
Chapter 2
General duties of directors
Introductory
156    Scope and nature of general duties
The general duties
157    Duty to act within powers
158    Duty to promote the success of the company
159    Duty to exercise independent judgment
160    Duty to exercise reasonable care, skill and diligence
161    Duty to avoid conflicts of interest
162    Duty not to accept benefits from third parties
163    Duty to declare interest in proposed transaction or arrangement
Supplementary provisions
164    Civil consequences of breach of general duties
165    Cases within more than one of the general duties
166    Consent, approval or authorisation by members
167    Modification of provisions in relation to charitable companies
Chapter 3
Declaration of interest in existing transaction or arrangement
168    Declaration of interest in existing transaction or arrangement
169    Offence of failure to declare interest
170    Declaration made by notice in writing
Company Law Reform Bill [HL] ix
171    General notice treated as sufficient declaration
172    Declaration of interest in case of company with sole director
173    Declaration of interest in existing transaction by shadow director
Chapter 4
Transactions with directors requiring approval of members
Service contracts
174    Directors’ long-term service contracts: requirement of members’ approval
175    Directors’ long-term service contracts: civil consequences of contravention
Substantial property transactions
176    Substantial property transactions: requirement of members’ approval
177    Meaning of “substantial”
178    Exception for transactions with members or other group companies
179    Exception in case of company in winding up or administration
180    Exception for transactions on recognised investment exchange
181    Property transactions: civil consequences of contravention
182    Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions
183    Loans or quasi-loans: requirement of members’ approval
184    Meaning of “quasi-loan” and related expressions
185    Credit transactions: requirement of members’ approval
186    Meaning of “credit transaction”
187    Related arrangements: requirement of members’ approval
188    Exception for expenditure on company business
189    Exception for expenditure on defending proceedings etc
190    Exception for expenditure in connection with regulatory action or
investigation
191    Exceptions for minor and business transactions
192    Exceptions for intra-group transactions
193    Exceptions for money-lending companies
194    Other relevant transactions or arrangements
195    The value of transactions and arrangements
196    The person for whom a transaction or arrangement is entered into
197    Loans etc: civil consequences of contravention
198    Loans etc: effect of subsequent affirmation
Payments for loss of office
199    Payments for loss of office
200    Amounts taken to be payments for loss of office
201    Payment by company: requirement of members’ approval
202    Payment in connection with transfer of undertaking etc: requirement of
members’ approval
203    Payment in connection with share transfer: requirement of members’
approval
204    Exception for payments in discharge of legal obligations etc
205    Exception for small payments
Company Law Reform Bill [HL] x
206    Payments made without approval: civil consequences
Supplementary
207    Transactions requiring members’ approval: application of provisions to
shadow directors
208    Transactions requiring members’ approval: nature of resolution required
209    Approval by written resolution: accidental failure to send memorandum
210    Cases where approval is required under more than one provision
Chapter 5
Directors’ service contracts
211    Directors’ service contracts
212    Copy of contract or memorandum of terms to be available for inspection
213    Right of member to inspect and request copy
214    Directors’ service contracts: application of provisions to shadow directors
Chapter 6
Contracts with sole members who are directors
215    Contract with sole member who is also a director
Chapter 7
Directors’ liabilities
Provision protecting directors from liability
216    Provisions protecting directors from liability
217    Provision of insurance
218    Qualifying third party indemnity provision
219    Qualifying third party indemnity provision to be disclosed in directors’
report
220    Copy of qualifying third party indemnity provision to be available for
inspection
221    Right of member to inspect and request copy
Ratification of acts giving rise to liability
222    Ratification of acts of directors
Chapter 8
Directors’ residential addresses: protection from disclosure
223    Protected information
224    Protected information: restriction on use or disclosure by company
225    Protected information: restriction on use or disclosure by registrar
226    Permitted use or disclosure by the registrar
227    Disclosure under court order
228    Circumstances in which registrar may put address on the public record

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