Amendments proposed to the Company Law Reform Bill [Lords] - continued House of Commons

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Overseas branch registers

   

Margaret Hodge

NC6

To move the following Clause:—

    '(1)   A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch register of members resident there (an "overseas branch register").

    (2)   This Chapter applies to—

      (a) any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands and the Isle of Man, and

      (b) the countries or territories listed below.

BangladeshMalaysia
CyprusMalta
DominicaNigeria
The GambiaPakistan
GhanaSeychelles
GuyanaSierra Leone
The Hong Kong Special Administrative Region of the People's Republic of ChinaSingapore
IndiaSouth Africa
IrelandSri Lanka
KenyaSwaziland
KiribatiTrinidad and Tobago
LesothoUganda
MalawiZimbabwe

    (3)   The Secretary of State may make provision by regulations as to the circumstances in which a company is to be regarded as keeping a register in a particular country or territory.

    (4)   Regulations under this section are subject to negative resolution procedure.

    (5)   References—

      (a) in any Act or instrument (including, in particular, a company's articles) to a dominion register, or

      (b) in articles registered before 1st November 1929 to a colonial register,

    are to be read (unless the context otherwise requires) as a reference to an overseas branch register kept under this section.'.


Notice of opening of overseas branch register

   

Margaret Hodge

NC7

To move the following Clause:—

    '(1)   A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the country or territory in which the register is kept.

    (2)   If default is made in complying with subsection (1), an offence is committed by—

      (a) the company, and

      (b) every officer of the company who is in default.

    (3)   A person guilty of an offence under subsection (2) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.'.


Keeping of overseas branch register

   

Margaret Hodge

NC8

To move the following Clause:—

    '(1)   An overseas branch register is regarded as part of the company's register of members ("the main register").

    (2)   The Secretary of State may make provision by regulations modifying any provision of Chapter 2 (register of members) as it applies in relation to an overseas branch register.

    (3)   Regulations under this section are subject to negative resolution procedure.

    (4)   Subject to the provisions of this Act, a company may by its articles make such provision as it thinks fit as to the keeping of overseas branch registers.'.


Register or duplicate to be kept available for inspection in UK

   

Margaret Hodge

NC9

To move the following Clause:—

    '(1)   A company that keeps an overseas branch register must keep available for inspection—

      (a) the register, or

      (b) a duplicate of the register duly entered up from time to time,

    at the place in the United Kingdom where the company's main register is kept available for inspection.

    (2)   Any such duplicate is treated for all purposes of this Act as part of the main register.

    (3)   If default is made in complying with subsection (1), an offence is committed by—

      (a) the company, and

      (b) every officer of the company who is in default.

    (4)   A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.'.


Transactions in shares registered in overseas branch register

   

Margaret Hodge

NC10

To move the following Clause:—

    '(1)   Shares registered in an overseas branch register must be distinguished from those registered in the main register.

    (2)   No transaction with respect to shares registered in an overseas branch register may be registered in any other register.

    (3)   An instrument of transfer of a share registered in an overseas branch register—

      (a) is regarded as a transfer of property situated outside the United Kingdom, and

      (b) unless executed in a part of the United Kingdom, is exempt from stamp duty.'.


Jurisdiction of local courts

   

Margaret Hodge

NC11

To move the following Clause:—

    '(1)   A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom—

      (a) to rectify the register (see section 124), or

      (b) in relation to a request for inspection or a copy of the register (see section 116).

    (2)   The offences—

      (a) of refusing inspection or failing to provide a copy of the register (see section 117), and

      (b) of making a false, misleading or deceptive statement in a request for inspection or a copy (see section 118),

    may be prosecuted summarily before any tribunal having summary criminal jurisdiction in the country or territory where the register is kept.

    (3)   This section extends only to those countries and territories to which paragraph 3 of Schedule 14 to the Companies Act 1985 (c.6) (which made similar provision) extended immediately before the coming into force of this Chapter.'.


Discontinuance of overseas branch register

   

Margaret Hodge

NC12

To move the following Clause:—

    '(1)   A company may discontinue an overseas branch register.

    (2)   If it does so all the entries in that register must be transferred—

      (a) to some other overseas branch register kept in the same country or territory, or

      (b) to the main register.

    (3)   The company must give notice to the registrar within 14 days of the discontinuance.

    (4)   If default is made in complying with subsection (3), an offence is committed by—

      (a) the company, and

      (b) every officer of the company who is in default.

    (5)   A person guilty of an offence under subsection (4) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.'.


UK branch registers of overseas companies

   

Margaret Hodge

NC13

To move the following Clause:—

    '(1)   This section applies where, by virtue of the law in force in a country or territory to which this section applies, companies incorporated under that law have power to keep in the United Kingdom branch registers of their members resident in the United Kingdom.

    (2)    Her Majesty may by Order in Council direct that—

      (a) section 113 (register of members to be kept available for inspection),

      (b) sections 115 to 119 (rights to inspect and request copies), and

      (c) section 124 (power of court to rectify register),

    apply to and in relation to such branch registers, subject to any modifications and adaptations specified in the Order, as they apply to and in relation to the registers of companies subject to those sections.

    (3)   The countries and territories to which this section applies are—

      (a) the Channel Islands and the Isle of Man, and

      (b) those listed below.

BangladeshMalta
BotswanaNigeria
CyprusPakistan
DominicaSeychelles
The GambiaSierra Leone
GhanaSingapore
GuyanaSouth Africa
The Hong Kong Special Administrative Region of the People's Republic of ChinaSri Lanka
IndiaSwaziland
IrelandTonga
KenyaTrinidad and Tobago
KiribatiUganda
LesothoZambia
MalawiZimbabwe
Malaysia'.


Authorised signatories

   

Margaret Hodge

NC14

To move the following Clause:—

    '(1)   The following are authorised signatories in relation to a company—

      (a) every director of the company;

      (b) in the case of a public company, the secretary (or any joint secretary) of the company;

      (c) any person appointed as an authorised signatory under this Part.

    (2)   Every director, and every such secretary or person appointed as an authorised signatory, is by virtue of his appointment authorised to sign documents of any description on behalf of the company.

    (3)   The signature of any such person on behalf of the company is effective notwithstanding that it is afterwards discovered—

      (a) that there was a defect in his appointment,

      (b) that he was not qualified to be appointed, or

      (c) that he had ceased to hold office.'.


Appointment of authorised signatories

   

Margaret Hodge

NC15

To move the following Clause:—

    '(1)   A company may appoint one or more authorised signatories.

    (2)   This is in addition to its directors and, in the case of a public company, its secretary (or joint secretaries).

    (3)   A person so appointed must be an individual.

    (4)   An appointment under this section must comply with section (Minimum age for appointment as authorised signatory) (minimum age for appointment as authorised signatory).'.



 
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Prepared 13 Jun 2006