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

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Minimum age for appointment as authorised signatory

   

Margaret Hodge

NC16

To move the following Clause:—

    '(1)   A person may not be appointed an authorised signatory under this Part unless he has attained the age of 16 years.

    (2)   This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.

    (3)   An appointment made in contravention of this section is void.

    (4)   Nothing in this section affects any liability of a person under any provision of the Companies Acts if he purports to act as an authorised signatory although he could not, by virtue of this section, be validly appointed as an authorised signatory.'.


Register of authorised signatories

   

Margaret Hodge

NC17

To move the following Clause:—

    '(1)   Every company that has appointed one or more persons as authorised signatories under this Part must keep a register of those persons.

    (2)   The register—

      (a) must contain the required particulars (see sections (Particulars of authorised signatories to be registered) and (Particulars to be registered: power to make regulations)) of each person so appointed, and

      (b) must be kept available for inspection at the company's registered office.

    (3)   The register must contain, in a prominent position, a statement—

      (a) that the company's directors, and in the case of a public company its secretary (or any of its joint secretaries), are also authorised signatories in relation to the company, and

      (b) that particulars of those persons may be found in the company's register of directors or register of secretaries.

    (4)   The register must be open to the inspection—

      (a) of any member of the company without charge, and

      (b) of any other person on payment of such fee as may be prescribed.

    (5)   If default is made in complying with subsection (1), (2) or (3), or if an inspection required under subsection (4) is refused, an offence is committed by—

      (a) the company, and

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

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

    (7)   In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection.'.


Particulars to be registered

   

Margaret Hodge

NC18

To move the following Clause:—

    '(1)   A company's register of authorised signatories must contain the following particulars of each authorised signatory—

      (a) name and any former name;

      (b) address.

    (2)   For the purposes of this section "name" means a person's Christian name (or other forename) and surname, except that in the case of—

      (a) a peer, or

      (b) an individual usually known by a title,

    the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

    (3)   For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.

    Where a person is or was formerly known by more than one such name, each of them must be stated.

    (4)   It is not necessary for the register to contain particulars of a former name in the following cases—

      (a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title;

      (b) in the case of any person, where the former name—

      (i) was changed or disused before the person attained the age of 16 years, or

      (ii) has been changed or disused for 20 years or more.

    (5)   The address required to be stated in the register is a service address.

    This may be stated to be "The company's registered office".'.


Particulars to be registered: power to make regulations

   

Margaret Hodge

NC19

To move the following Clause:—

    '(1)   The Secretary of State may make provision by regulations amending section (Particulars of authorised signatories to be registered) (particulars of authorised signatories to be registered) so as to add to or remove items from the particulars required to be contained in a company's register of authorised signatories.

    (2)   Regulations under this section are subject to affirmative resolution procedure.'.


Duty to notify registrar of changes

   

Margaret Hodge

NC20

To move the following Clause:—

    '(1)   A company must, within the period of 14 days from the occurrence of—

      (a) any change in the persons appointed as authorised signatories under this Part, or

      (b) any change in the particulars contained in its register of authorised signatories,

    give notice to the registrar of the change and of the date on which it occurred.

    (2)   Notice of a person having been appointed an authorised signatory of the company under this Part must be accompanied by a consent by that person to act in that capacity.

    (3)   If default is made in complying with this section, an offence is committed by every officer of the company who is in default.

    For this purpose a shadow director is treated as an officer of the company.

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


Directors to have regard to interests of employees

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC1

To move the following Clause:—

    '(1)   The matters to which the directors of a company are to have regard in the performance of their functions include the interests of the company's employees in general, as well as the interests of its members.

    (2)   Accordingly, the duty imposed by this section on the directors is owed by them to the company (and the company alone) and is enforceable in the same way as any other fiduciary duty owed to a company by its directors.

    (3)   This section applies to shadow directors as it it does to directors.'.


Names and addresses of members of companies: company application

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC2

To move the following Clause:—

    '(1)   Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

    (2)   The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation ("a serious risk").

    (3)   Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company's members' usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section ("a company member's confidentiality order") in relation to the company.

    (4)   Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

    (5)   At any time when a company member's confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances.

    (6)   The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.

    (7)   The Secretary of State may at any time revoke a company members confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.


Names and addresses of members of companies: individual application

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC3

To move the following Clause:—

    '(1)   Subject to the provisions of this section, an individual may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

    (2)   The condition referred to in subsection (1) above is that the individual—

      (a) is or proposes to become a member of a relevant company; and

      (b) considers that the availability for inspection by members of the public of particulars of his name and usual residential or business address creates, or (if an order is not made under this section) is likely to create, a serious risk that he or a person who lives with him or an employee of his will be subjected to violence, intimidation or criminal activity ("a serious risk").

    (3)   Where, on an application made by an individual under this section, the Secretary of State is satisified that the availability for inspection by members of the public of the particulars of the individual's usual residential address creates or (if an order is not made under this section) is likely to create a serious risk that the individual, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section ("an individual member's confidentiality order") in relation to him.

    (4)   Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

    (5)   At any time when an individual member's confidentiality order is in force in relation to an individual the name and address of the individual in the register of members of the company which is the subject of the confidentiality order shall not be disclosed to any person who may request either company or Companies House disclosure of such name and address save in prescribed circumstances.

    (6)   The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.

    (7)   The Secretary of State may at any time revoke an individual member's condidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.



 
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Prepared 13 Jun 2006