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Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL]


Company Law Reform Bill [HL]

xviii

 

Approval and signing of accounts

396   

Approval and signing of accounts

Chapter 5

Directors’ report

Directors’ report

397   

Duty to prepare directors’ report

398   

Contents of directors’ report: general

399   

Contents of directors’ report: business review

400   

Contents of directors’ report: statement as to disclosure to auditors

401   

Approval and signing of directors’ report

Chapter 6

Quoted companies: directors’ remuneration report

402   

Duty to prepare directors’ remuneration report

403   

Contents of directors’ remuneration report

404   

Approval and signing of directors’ remuneration report

Chapter 7

Publication of accounts and reports

Duty to circulate copies of accounts and reports

405   

Duty to circulate copies of annual accounts and reports

406   

Time allowed for sending out copies of accounts and reports

407   

Default in sending out copies of accounts and reports: offences

Option to provide summary financial statement

408   

Option to provide summary financial statement

409   

Form and contents of summary financial statement: unquoted companies

410   

Form and contents of summary financial statement: quoted companies

411   

Summary financial statements: offences

Quoted companies: requirements as to website publication

412   

Quoted companies: annual accounts and reports to be made available on

website

413   

Quoted companies: preliminary statement of results to be made available on

website

414   

Requirements as to website availability

Right of member or debenture holder to demand copies of accounts and reports

415   

Right of member or debenture holder to copies of accounts and reports:

unquoted companies

416   

Right of member or debenture holder to copies of accounts and reports:

quoted companies

 
 

Company Law Reform Bill [HL]

xix

 

Requirements in connection with publication of accounts and reports

417   

Name of signatory to be stated in published copies of accounts and reports

418   

Requirements in connection with publication of statutory accounts

419   

Requirements in connection with publication of non-statutory accounts

420   

Meaning of “publication” in relation to accounts and reports

Chapter 8

Public companies: laying of accounts and reports before general meeting

421   

Public companies: laying of accounts and reports before general meeting

422   

Public companies: offence of failure to lay accounts and reports

Chapter 9

Quoted companies: members’ approval of directors’ remuneration report

423   

Quoted companies: members’ approval of directors’ remuneration report

424   

Quoted companies: offences in connection with procedure for approval

Chapter 10

Filing of accounts and reports

Duty to file accounts and reports

425   

Duty to file accounts and reports with the registrar

426   

Period allowed for filing accounts

427   

Calculation of period allowed

Filing obligations of different descriptions of company

428   

Filing obligations of companies subject to small companies regime

429   

Filing obligations of medium-sized companies

430   

Filing obligations of unquoted companies

431   

Filing obligations of quoted companies

432   

Unlimited companies exempt from obligation to file accounts

Requirements where abbreviated accounts delivered

433   

Special auditor’s report where abbreviated accounts delivered

434   

Approval and signing of abbreviated accounts

Failure to file accounts and reports

435   

Default in filing accounts and reports: offences

436   

Default in filing accounts and reports: court order

437   

Civil penalty for failure to file accounts and reports

 
 

Company Law Reform Bill [HL]

xx

 

Chapter 11

Revision of defective accounts and reports

Voluntary revision

438   

Voluntary revision of accounts etc

Secretary of State’s notice

439   

Secretary of State’s notice in respect of accounts or reports

Application to court

440   

Application to court in respect of defective accounts or reports

441   

Other persons authorised to apply to the court

442   

Disclosure of information by tax authorities

Power of authorised person to require documents etc

443   

Power of authorised person to require documents, information and

explanations

444   

Restrictions on disclosure of information obtained under compulsory powers

445   

Permitted disclosure of information obtained under compulsory powers

446   

Power to amend categories of permitted disclosure

Chapter 12

Supplementary provisions

Liability for false or misleading statements in reports

447   

Liability for false or misleading statements in reports

Accounting and reporting standards

448   

Accounting standards

Companies qualifying as medium-sized

449   

Companies qualifying as medium-sized: general

450   

Companies qualifying as medium-sized: parent companies

451   

Companies excluded from being treated as medium-sized

General power to make further provision about accounts and reports

452   

General power to make further provision about accounts and reports

Other supplementary provisions

453   

Preparation and filing of accounts in euros

454   

Power to apply provisions to banking partnerships

455   

Meaning of “annual accounts” and related expressions

456   

Notes to the accounts

 
 

Company Law Reform Bill [HL]

xxi

 

457   

Parliamentary procedure for certain regulations under this Part

458   

Minor definitions

Part 16

Audit

Chapter 1

Requirement for audited accounts

Requirement for audited accounts

459   

Requirement for audited accounts

460   

Right of members to require audit

Exemption from audit: small companies

461   

Small companies: conditions for exemption from audit

462   

Companies excluded from small companies exemption

463   

Availability of small companies exemption in case of group company

Exemption from audit: dormant companies

464   

Dormant companies: conditions for exemption from audit

465   

Companies excluded from dormant companies exemption

Exemption from audit: certain charities

466   

Small charities: independent examiner’s report in lieu of audit

467   

Companies excluded from report exemption

468   

Availability of report exemption in case of group company

469   

The independent examiner’s report

470   

The independent examiner

471   

Rights of independent examiner

Companies subject to public sector audit

472   

Non-profit-making companies subject to public sector audit

473   

Scottish public sector companies: audit by Auditor General for Scotland

General power of amendment by regulations

474   

General power of amendment by regulations

Chapter 2

Appointment of auditors

Private companies

475   

Appointment of auditors of private company: general

 
 

Company Law Reform Bill [HL]

xxii

 

476   

Appointment of auditors of private company: default power of Secretary of

State

477   

Term of office of auditors of private company

478   

Prevention by members of deemed re-appointment of auditor

Public companies

479   

Appointment of auditors of public company: general

480   

Appointment of auditors of public company: default power of Secretary of

State

481   

Term of office of auditors of public company

General provisions

482   

Fixing of auditor’s remuneration

483   

Disclosure of terms of audit appointment

484   

Disclosure of services provided by auditor or associates and related

remuneration

Chapter 3

Functions of auditor

Auditor’s report

485   

Auditor’s report on company’s annual accounts

486   

Auditor’s report on directors’ report

487   

Auditor’s report on auditable part of directors’ remuneration report

Duties and rights of auditors

488   

Duties of auditor

489   

Auditor’s general right to information

490   

Auditor’s right to information from overseas subsidiaries

491   

Auditor’s rights to information: offences

492   

Auditor’s rights in relation to resolutions and meetings

Signature of auditor’s report

493   

Signature of auditor’s report

494   

Senior statutory auditor

495   

Names to be stated in published copies of auditor’s report

496   

Circumstances in which names may be omitted

Offences in connection with auditor’s report

497   

Offences in connection with auditor’s report

498   

Guidance for regulatory and prosecuting authorities: England, Wales and

Northern Ireland

499   

Guidance for regulatory authorities: Scotland

 
 

Company Law Reform Bill [HL]

xxiii

 

Chapter 4

Removal, resignation, etc of auditors

Removal of auditor

500   

Resolution removing auditor from office

501   

Special notice required for resolution removing auditor from office

502   

Notice to registrar of resolution removing auditor from office

503   

Rights of auditor who has been removed from office

Failure to re-appoint auditor

504   

Failure to re-appoint auditor: special procedure required for written

resolution

505   

Failure to re-appoint auditor: special notice required for resolution at general

meeting

Resignation of auditor

506   

Resignation of auditor

507   

Notice to registrar of resignation of auditor

508   

Rights of resigning auditor

Statement by auditor on ceasing to hold office

509   

Statement by auditor to be deposited with company

510   

Company’s duties in relation to statement

511   

Copy of statement to be sent to registrar

512   

Duty of auditor to notify appropriate audit authority

513   

Duty of company to notify appropriate audit authority

514   

Information to be given to accounting authorities

515   

Meaning of “appropriate audit authority” and “major audit”

Supplementary

516   

Effect of casual vacancies

Chapter 5

Quoted companies: right of members to raise audit concerns at accounts

meeting

517   

Members’ power to require website publication of audit concerns

518   

Requirements as to website availability

519   

Website publication: company’s supplementary duties

520   

Website publication: offences

521   

Meaning of “quoted company”

 
 

Company Law Reform Bill [HL]

xxiv

 

Chapter 6

Auditors’ liability

Voidness of provisions protecting auditors from liability

522   

Voidness of provisions protecting auditors from liability

Indemnity for costs of defending proceedings

523   

Indemnity for costs of successfully defending proceedings

Liability limitation agreements

524   

Liability limitation agreements

525   

Terms of liability limitation agreement

526   

Authorisation of agreement by members of the company

527   

Effect of liability limitation agreement

528   

Disclosure of agreement by company

Chapter 7

Supplementary provisions

529   

Minor definitions

Part 17

Private and public companies

Chapter 1

Prohibition of public offers by private companies

530   

Prohibition of public offers by private company

531   

Meaning of “offer to the public”

532   

Enforcement of prohibition: order restraining proposed contravention

533   

Enforcement of prohibition: orders available to the court after contravention

534   

Enforcement of prohibition: remedial order

535   

Validity of allotment etc not affected

Chapter 2

Minimum share capital requirement for public companies

536   

Public company: requirement as to minimum share capital

537   

Procedure for obtaining certificate

538   

The authorised minimum

539   

Consequences of doing business etc without a trading certificate

 
 

 
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Revised 26 May 2006