S.C.D.
NOTICES OF AMENDMENTS
given up to and including
Tuesday 13th June 2006
New Amendments handed in are marked thus *
STANDING COMMITTEE D
COMPANY LAW REFORM BILL [LORDS]
NOTE
The Amendments have been arranged in accordance with the Resolution of the Programming Sub-Committee.
RESOLUTION OF THE PROGRAMMING SUB-COMMITTEE
The Programming Sub-Committee appointed by the Speaker in respect of the Bill has agreed the following Resolution at its meeting on 12th June (Standing Order No. 83C).
That—
(1) during proceedings on the Company Law Reform Bill [Lords] the Standing Committee shall (in addition to its first meeting at 9.00 a.m. on Thursday 15th June) meet—
| (a) | at 1.00 p.m. on Thursday 15th June; |
| (b) | at 10.30 a.m. and 4.30 p.m. on Tuesday 20th June; |
| (c) | at 9.00 a.m. and 1.00 p.m. on Thursday 22nd June; |
| (d) | at 10.30 a.m. and 4.30 p.m. on Tuesday 27th June; |
| (e) | at 9.00 a.m. and 1.00 p.m. on Thursday 29nd June; |
| (f) | at 10.30 a.m. and 4.30 p.m. on Tuesday 4th July; |
| (g) | at 9.00 a.m. and 1.00 p.m. on Thursday 6th July; |
| (h) | at 10.30 a.m. and 4.30 p.m. on Tuesday 11th July; |
| (i) | at 9.00 a.m. and 1.00 p.m. on Thursday 13th July; |
(2) the proceedings shall be taken in the following order: Clauses 1 to 137; Clauses 253 to 361; Clauses 604 to 641; Clauses 676 to 680; Clauses 694 to 777; Schedule 4; Clauses 778 to 795; Schedules 5 to 7; Clauses 796 to 806; Schedule 8; Clauses 807 to 812; Clauses 821 to 846; Schedule 10; Clauses 847 to 849; Schedule 11; Clauses 850 to 871; Schedule 12; Clauses 872 to 881; Schedule 13; Clauses 882 to 893; Schedule 14; Clauses 894 to 901; Schedule 15; Clauses 902 to 919; Clauses 921 to 925; Clauses 139 to 238; Schedule 1; Clauses 239 to 252; Clauses 362 to 529; Clauses 642 to 648; Schedule 2; Clauses 649 to 675; Schedule 3; Clauses 530 to 603; Clauses 681 to 693; Clause 138; new Clauses; new Schedules; Clauses 813 and 814; Schedule 9; Clauses 815 to 820; Clause 920; Schedule 16; remaining proceedings on the Bill;
(3) the proceedings shall (so far as not previously concluded) be brought to a conclusion at 4.00 p.m. on Thursday 13th July.
Margaret Hodge has given notice of her intention to make a motion in the terms of the Resolution of the Programming Sub-Committee [Standing Order No. 83C].
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
45
Clause 8, page 4, line 7, leave out subsection (2) and insert—
'(2) In the case of private companies and small companies the memorandum must be in the prescribed form and must be authenticated by each subscriber.
(3) For companies other than private companies the form of the memorandum shall be as prescribed by regulations made under this Act.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
1
Clause 8, page 4, line 8, at end insert—
'(3) A company need not have a memorandum of association, in which event the company's articles of association shall state that the subscribers—
| (a) | wish to form a company under this Act; and |
| (b) | agree to become members of the company and in the case of a company that is to have a share capital, to take at least one share each.'. |
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
2
Clause 9, page 4, line 16, leave out paragraph (b) and insert—
| '(b) | the address in the United Kingdom where the registered office is to be situated,'. |
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
3
Clause 10, page 5, line 2, leave out subsection (1) and insert—
'(1) The articles of association of a company on its incorporation shall contain a statement, which must comply with this section.'.
Margaret Hodge
75
Clause 11, page 5, line 30, leave out from 'contain' to end of line 31 and insert 'such information as may be prescribed for the purpose of identifying the subscribers to the memorandum of association'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
46
Clause 11, page 5, line 33, leave out 'one year' and insert 'two years'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
4
Clause 12, page 6, line 1, leave out from beginning to second 'the'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
47
Clause 12, page 6, line 1, leave out 'to be a public company' and insert 'required or proposes to have a company secretary'.
Margaret Hodge
76
Clause 12, page 6, line 3, at end insert—
| '( ) | any person who is to be appointed as an authorised signatory of the company.'. |
Margaret Hodge
77
Clause 12, page 6, line 4, leave out from 'stated' to end of line 7 and insert '—
| ( ) | in the case of a director, in the company's register of directors and register of directors' residential addresses (see sections 147 to 151); |
| ( ) | in the case of a secretary of a public company, in the company's register of secretaries (see sections 260 to 262); |
| ( ) | in the case of a person appointed as an authorised signatory, in the company's register of authorised signatories (see sections (Register of authorised signatories) to (Particulars to be registered: power to make regulations).'. |
Margaret Hodge
78
Clause 12, page 6, line 9, after 'secretaries,' insert 'or as an authorised signatory,'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
5
Clause 13, page 6, line 18, at end insert—
'(3) The statement of compliance shall be made by way of statutory declaration.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
6
Clause 15, page 6, line 37, leave out subsection (3).
Margaret Hodge
79
Clause 16, page 7, line 17, at end insert ', or
| (c) | as an authorised signatory,'. |
Margaret Hodge
80
Clause 21, page 8, line 28, leave out 'alter' and insert 'amend'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
7
Clause 22, page 9, line 2, leave out subsection (1).
Margaret Hodge
81
Clause 22, page 9, line 3, leave out paragraph (a).
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
8
Clause 22, page 9, line 3, leave out from 'repealed' to end of line 6.
Margaret Hodge
82
Clause 22, page 9, line 4, leave out 'altered' and insert 'amended'.
Margaret Hodge
83
Clause 22, page 9, line 11, at end insert—
'( ) Provision for entrenchment does not prevent amendment of the company's articles by agreement of all the members of the company.'.
Margaret Hodge
84
Clause 23, page 9, line 16, leave out 'altered' and insert 'amended'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
9
Clause 23, page 9, line 18, leave out subsection (2).
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
48
Clause 23, page 9, line 22, leave out subsections (3) and (4).
Margaret Hodge
85
Clause 24, page 9, line 27, leave out 'alters' and insert 'amends'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
10
Clause 24, page 9, line 28, after 'articles', insert 'by unanimous resolution'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
11
Clause 24, page 9, line 28, after 'articles', insert 'by unanimous resolution less one vote'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
12
Clause 24, page 9, line 28, after 'articles', insert 'by a resolution of at least 90% of its members'.
Margaret Hodge
86
Clause 24, page 9, line 32, leave out 'alteration' and insert 'amendment'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
49
Clause 27, page 10, line 31, leave out '200' and insert '1,000'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
50
Clause 27, page 10, line 31, at end insert 'and, for continued contravention, a daily default fine of £100'.
