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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]

xi

 

229   

Putting the address on the public record

Chapter 9

Supplementary provisions

Provision for employees on cessation or transfer of business

230   

Power to make provision for employees on cessation or transfer of business

Records of meetings of directors

231   

Minutes of directors’ meetings

232   

Minutes as evidence

Meaning of "director" and "shadow director"

233   

“Director”

234   

“Shadow director”

Other definitions

235   

Persons connected with a director

236   

Members of a director’s family

237   

Director “connected with” a body corporate

238   

Director “controlling” a body corporate

239   

Associated bodies corporate

240   

References to company’s constitution

General

241   

Power to increase financial limits

242   

Transactions under foreign law

Part 11

Derivative claims and proceedings by members

Chapter 1

Derivative claims in England and Wales or Northern Ireland

243   

Derivative claims

244   

Application for permission to continue derivative claim

245   

Application for permission to continue claim as a derivative claim

246   

Whether permission to be given

247   

Application for permission to continue derivative claim brought by another

member

Chapter 2

Derivative proceedings in Scotland

248   

Derivative proceedings

 
 

Company Law Reform Bill [HL]

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249   

Requirement for leave and notice

250   

Application to continue proceedings as derivative proceedings

251   

Granting of leave

252   

Application by member to be substituted for member pursuing derivative

proceedings

Part 12

Company secretaries

General

253   

Private company not required to have secretary

254   

Public company required to have secretary

255   

Direction requiring public company to appoint secretary

Provisions applying to secretaries of public companies

256   

Qualifications of secretaries of public companies

257   

Discharge of functions where office vacant or secretary unable to act

258   

Duty to keep register of secretaries

259   

Duty to notify registrar of changes

Supplementary

260   

Particulars of secretaries to be registered: individuals

261   

Particulars of secretaries to be registered: corporate secretaries and firms

262   

Particulars of secretaries to be registered: power to make regulations

263   

Acts done by person in dual capacity

Part 13

Resolutions and meetings

Chapter 1

General provisions about resolutions

264   

Resolutions

265   

Ordinary resolutions

266   

Special resolutions

267   

Votes: general rules

268   

Votes: specific requirements

269   

Votes of joint holders of shares

270   

Effect of provision in company’s articles as to admissibility of votes

Chapter 2

Written resolutions

General provisions about written resolutions

271   

Written resolutions of private companies

272   

Eligible members

 
 

Company Law Reform Bill [HL]

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Circulation of written resolutions

273   

Circulation date

274   

Circulation of written resolutions proposed by directors

275   

Members’ power to require circulation of written resolution

276   

Circulation of written resolution proposed by members

277   

Expenses of circulation

278   

Application not to circulate members’ statement

Agreeing to written resolutions

279   

Procedure for signifying agreement to written resolution

280   

Period for agreeing to written resolution

Supplementary

281   

Sending documents relating to written resolutions by electronic means

282   

Publication of written resolution on website

283   

Relationship between this Chapter and provisions of company’s articles

Chapter 3

Resolutions at meetings

General provisions about resolutions at meetings

284   

Resolutions at general meetings

Calling meetings

285   

Directors’ power to call general meetings

286   

Members’ power to require directors to call general meeting

287   

Directors’ duty to call meetings required by members

288   

Power of members to call meeting at company’s expense

289   

Power of court to order meeting

Notice of meetings

290   

Notice required of general meeting

291   

Manner in which notice to be given

292   

Publication of notice of meeting on website

293   

Persons entitled to receive notice of meetings

294   

Contents of notices of meetings

295   

Resolution requiring special notice

296   

Accidental failure to give notice of resolution or meeting

Members’ statements

297   

Members’ power to require circulation of statements

298   

Company’s duty to circulate members’ statement

299   

Expenses of circulating members’ statement

300   

Application not to circulate members’ statement

 
 

Company Law Reform Bill [HL]

xiv

 

Procedure at meetings

301   

Quorum at meetings

302   

Chairman of meeting

303   

Declaration by chairman on a show of hands

304   

Right to demand a poll

305   

Voting on a poll

306   

Representation of corporations at meetings

Proxies

307   

Rights to appoint proxies

308   

Notice of meeting to contain statement of rights

309   

Company-sponsored invitations to appoint proxies

310   

Notice required of appointment of proxy etc

311   

Chairing meetings

312   

Right of proxy to demand a poll

313   

Notice required of termination of proxy’s authority

314   

Saving for more extensive rights conferred by articles

Adjourned meetings

315   

Resolution passed at adjourned meeting

Electronic communications

316   

Sending documents relating to meetings etc in electronic form

Application to class meetings

317   

Application to class meetings

318   

Application to class meetings: companies without a share capital

Chapter 4

Public companies: additional requirements for AGMs

319   

Public companies: annual general meeting

320   

Public companies: notice of AGM

321   

Public companies: members’ power to require circulation of resolutions for

AGMs

322   

Public companies: company’s duty to circulate members’ resolutions for

AGMs

323   

Public companies: expenses of circulating members’ resolutions for AGM

Chapter 5

Additional requirements for quoted companies

Website publication of poll results

324   

Results of poll to be made available on website

 
 

Company Law Reform Bill [HL]

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Independent report on poll

325   

Members’ power to require independent report on poll

326   

Appointment of independent assessor

327   

Independence requirement

328   

Meaning of “associate”

329   

Effect of appointment of a partnership

330   

The independent assessor’s report

331   

Rights of independent assessor: right to attend meeting etc

332   

Rights of independent assessor: right to information

333   

Offences relating to provision of information

334   

Information to be made available on website

Supplementary

335   

Application of provisions to class meetings

336   

Requirements as to website availability

337   

Power to limit or extend the types of company to which provisions of this

Chapter apply

Chapter 6

Records of resolutions and meetings

338   

Records of resolutions and meetings etc

339   

Records as evidence of resolutions etc

340   

Records of decisions by sole member

341   

Inspection of records of resolutions and meetings

342   

Records of resolutions and meetings of class of members

Chapter 7

Supplementary provisions

343   

Meaning of “quoted company”

Part 14

Control of political donations and expenditure

Introductory

344   

Introductory

Donations and expenditure to which this Part applies

345   

Political parties, organisations etc to which this Part applies

346   

Meaning of “political donation”

347   

Meaning of “political expenditure”

Authorisation required for donations or expenditure

348   

Authorisation required for donations or expenditure

349   

Form of authorising resolution

350   

Majority required for authorising resolution

 
 

Company Law Reform Bill [HL]

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351   

Period for which resolution has effect

Remedies in case of unauthorised donations or expenditure

352   

Liability of directors in case of unauthorised donation or expenditure

353   

Enforcement of directors’ liabilities by shareholder action

354   

Costs of shareholder action

355   

Information for purposes of shareholder action

Exemptions

356   

Trade unions

357   

Subscription for membership of trade association

358   

All-party parliamentary groups

359   

Political expenditure exempted by order

360   

Donations not amounting to more than £5,000 in any twelve month period

Supplementary provisions

361   

Minor definitions

Part 15

Accounts and reports

Chapter 1

Introduction

General

362   

Scheme of this Part

Companies subject to the small companies regime

363   

Companies subject to the small companies regime

364   

Companies qualifying as small: general

365   

Companies qualifying as small: parent companies

366   

Companies excluded from the small companies regime

Quoted and unquoted companies

367   

Quoted and unquoted companies

Chapter 2

Accounting records

368   

Duty to keep accounting records

369   

Duty to keep accounting records: offence

370   

Where and for how long records to be kept

371   

Where and for how long records to be kept: offences

 
 

Company Law Reform Bill [HL]

xvii

 

Chapter 3

A company’s financial year

372   

A company’s financial year

373   

Accounting reference periods and accounting reference date

374   

Alteration of accounting reference date

Chapter 4

Annual accounts

General

375   

Accounts to give true and fair view

Individual accounts

376   

Duty to prepare individual accounts

377   

Individual accounts: applicable accounting framework

378   

Companies Act individual accounts

379   

IAS individual accounts

Group accounts: small companies

380   

Option to prepare group accounts

Group accounts: other companies

381   

Duty to prepare group accounts

382   

Exemption for company included in EEA group accounts of larger group

383   

Exemption for company included in non-EEA group accounts of larger group

384   

Exemption if no subsidiary undertakings need be included in the

consolidation

Group accounts: general

385   

Group accounts: applicable accounting framework

386   

Companies Act group accounts

387   

Companies Act group accounts: subsidiary undertakings included in the

consolidation

388   

IAS group accounts

389   

Consistency of financial reporting within group

390   

Individual profit and loss account where group accounts prepared

Information to be given in notes to the accounts

391   

Information about related undertakings

392   

Information about related undertakings: alternative compliance

393   

Information about employee numbers and costs

394   

Information about directors’ benefits: remuneration

395   

Information about directors’ benefits: advances, credit and guarantees

 
 

 
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Revised 26 May 2006