Company Law Reform Bill [HL]

House of Commons portcullis

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
xxv

Part 18
Allotment of shares
Power of directors to allot shares
540
Exercise by directors of power to allot shares etc
541
Power of directors to allot shares etc: private company with only one class of
shares
542
Power of directors to allot shares etc: authorisation by company
Public companies: allotment where issue not fully subscribed
543
Public companies: allotment where issue not fully subscribed
544
Effect of allotment in contravention of section 543
Return of allotments
545
Return of allotment by limited company
546
Return of allotment of new class of shares by unlimited company
547
Offence of failure to make return
Time for accepting pre-emption offer
548
Time for acceptance of pre-emption offers
Disapplication of pre-emption rights
549
Disapplication of pre-emption rights: private company with only one class of
shares
550
Disapplication of pre-emption rights: directors acting under general
authorisation
551
Disapplication of pre-emption rights by special resolution
552
Liability for false statement in directors’ statement
553
Disapplication of pre-emption rights: sale of treasury shares
Commissions, discounts and allowances
554
Commissions, discounts and allowances
Provisions not applicable to shares taken on formation
555
Provisions not applicable to shares taken on formation
Part 19
Share capital
Share capital and how it may be altered
556
Companies having a share capital
557
Shares of limited companies to have fixed nominal value
558
Alteration of share capital of limited company
559
Sub-division or consolidation of shares

Company Law Reform Bill [HL]
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560
Notice to registrar of sub-division or consolidation
561
Re-conversion of stock into shares
562
Notice to registrar of alteration of share capital
Reserve capital
563
Abolition of reserve capital
Class rights
564
Variation of class rights: companies having a share capital
565
Variation of class rights: companies without a share capital
566
Variation of class rights: saving for court’s powers under other provisions
567
Variation of class rights: right to object to variation
568
Registration of class rights
Share premiums
569
Application of share premiums
Reduction of share capital
570
Circumstances in which companies may reduce share capital
571
Reduction of capital supported by solvency statement
572
Registration of court order
573
Liability of members on reduced shares
Financial assistance
574
Financial assistance by company for acquisition of shares
575
Circumstances in which financial assistance is not prohibited
Redeemable shares
576
Redeemable shares
Purchase by company of its own shares
577
Power of company to purchase own shares
578
Statement of capital on disclosure by company of purchase etc of own shares
579
Copy of contract or memorandum of terms to be available for inspection
580
Power of private companies to redeem or purchase own shares out of capital
581
Conditions for redemption or purchase of own shares out of capital
582
Notice to registrar of payment out of capital for redemption or purchase of
own shares
Transfers of shares etc
583
Registration of transfers of shares and debentures
584
Share certificates and share warrants
Distributions
585
Distributions in kind

Company Law Reform Bill [HL]
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Redenomination of share capital
586
Redenomination of share capital
587
Calculation of new nominal values
588
Effect of redenomination
589
Notice to registrar of redenomination
590
Reduction of capital in connection with redenomination
591
Notice to registrar of reduction of capital in connection with redenomination
592
Redenomination reserve
Part 20
Debentures
593
Register of debenture holders
594
Register of debenture holders: right to inspect and require copy
595
Register of debenture holders: response to request for inspection or copy
596
Register of debenture holders: refusal of inspection or default in providing
copy
597
Register of debenture holders: offences in connection with request for or
disclosure of information
598
Time limit for claims arising from entry in register
599
Right of debenture holder to copy of deed
Part 21
Transfer of securities
600
Transfer of securities: power to make regulations
601
Transfer of securities: extension of powers
602
Transfer of securities: order-making power
603
Transfer of securities: supplementary provisions
Part 22
Information about interests in company’s shares
Introductory
604
Companies to which this Part applies
605
Shares to which this Part applies
Notice requiring information about interests in shares
606
Notice by company requiring information about interests in its shares
607
Notice requiring information: order imposing restrictions on shares
608
Notice requiring information: offences
609
Notice requiring information: persons exempted from obligation to comply
Power of members to require company to act
610
Power of members to require company to act
611
Duty of company to comply with requirement
612
Report to members on outcome of investigation
613
Report to members: offences

Company Law Reform Bill [HL]
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614
Right to inspect and request copy of reports
Register of interests disclosed
615
Register of interests disclosed
616
Register to be kept available for inspection
617
Associated index
618
Rights to inspect and require copy of entries
619
Court supervision of purpose for which rights may be exercised
620
Register of interests disclosed: refusal of inspection or default in providing
copy
621
Register of interests disclosed: offences in connection with request for or
disclosure of information
622
Entries not to be removed from register
623
Removal of entries from register: old entries
624
Removal of entries from register: incorrect entry relating to third party
625
Adjustment of entry relating to share acquisition agreement
626
Duty of company ceasing to be public company
Meaning of interest in shares
627
Interest in shares: general
628
Interest in shares: right to subscribe for shares
629
Interest in shares: family interests
630
Interest in shares: corporate interests
631
Interest in shares: agreement to acquire interests in a particular company
632
Extent of obligation in case of share acquisition agreement
Other supplementary provisions
633
Information protected from wider disclosure
634
Reckoning of periods for fulfilling obligations
635
Power to make further provision by regulations
Part 23
Company’s annual return
636
Duty to deliver annual returns
637
Contents of annual return: general
638
Contents of annual return: information about share capital and shareholders
639
Contents of annual return: power to make further provision by regulations
640
Failure to deliver annual return
641
Application of provisions to shadow directors

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Part 24
Takeovers etc
Chapter 1
The Takeover Panel
The Panel and its rules
642
The Panel
643
Rules
644
Further provisions about rules
645
Rulings
646
Directions
Information
647
Power to require documents and information
648
Restrictions on disclosure
649
Offence of disclosure in contravention of section 648
Co-operation
650
Panel’s duty of co-operation
Hearings and appeals
651
Hearings and appeals
Contravention of rules etc
652
Sanctions
653
Failure to comply with rules about bid documentation
654
Compensation
655
Enforcement by the court
656
No action for breach of statutory duty etc
Funding
657
Fees and charges
658
Levy
659
Recovery of fees, charges or levy
Miscellaneous and supplementary
660
Panel as party to proceedings
661
Exemption from liability in damages
662
Privilege against self-incrimination
663
Annual reports
664
Amendments to Financial Services and Markets Act 2000
665
Power to extend to Isle of Man and Channel Islands

Company Law Reform Bill [HL]
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Chapter 2
Impediments to takeovers
Opting in and opting out
666
Opting in and opting out
667
Further provision about opting-in and opting-out resolutions
Consequences of opting in
668
Effect on contractual restrictions
669
Power of offeror to require general meeting to be called
Supplementary
670
Communication of decisions
671
Interpretation of Chapter
672
Transitory provision
673
Power to extend to Isle of Man and Channel Islands
Chapter 3
Amendments to Companies Act 1985
674
Matters to be dealt with in directors’ report
675
Takeover offers
Part 25
Company investigations
676
Powers of Secretary of State to give directions to inspectors
677
Resignation, removal and replacement of inspectors
678
Power to obtain information from former inspectors etc
679
Power to require production of documents
680
Disqualification orders: consequential amendments
Part 26
Dissolution and restoration to the register
Voluntary striking off
681
Voluntary striking off: extension to public companies
Crown disclaimer of property
682
Time for making Crown disclaimer of property vesting as bona vacantia
Administrative restoration to the register
683
Application for administrative restoration to the register
684
Requirements for administrative restoration

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685
Application to be accompanied by statement of compliance
686
Registrar’s decision on application for administrative restoration
687
Effect of administrative restoration
Restoration to the register by the court
688
Application to court for restoration to the register
689
When application to the court may be made
690
Decision on application for restoration by the court
691
Effect of court order for restoration to the register
Restoration to the register: supplementary provisions
692
Company’s name on restoration
693
Restoration to the register: other amendments
Part 27
UK companies not formed under the Companies Acts
Chapter 1
Companies not formed under the Companies Acts but authorised to register
694
Companies authorised to register under the Companies Acts
695
Definition of “joint stock company”
696
Power to make provision by regulations
697
Application of provisions to existing companies
Chapter 2
Unregistered companies
698
Unregistered companies
Part 28
Overseas companies
Introductory
699
Overseas companies
Registration of particulars
700
Duty to register particulars
701
Registered name of overseas company
702
Registration under alternative name
Other requirements
703
Accounts and reports: general
704
Accounts and reports: credit or financial institutions
705
Trading disclosures

© Parliamentary copyright 2006
Revised 26 May 2006