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

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Entries relating to former members


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire


To move the following Clause:—

    'The provisions of this Chapter apply to the separate register as they apply to the register, with any necessary modifications.'.

Auditors' report on business reviews


David Howarth
Lorely Burt
Mark Hunter


*To move the following Clause:—

    '(1)   A business review must—

      (a) state whether it has been prepared in accordance with relevant reporting standards, and

      (b) contain particulars of, and reasons for, any departure from such standards.

    (2)   The auditors must state in their report—

      (a) whether in their opinion the information given in the business review for the financial year for which the annual accounts are prepared is consistent with those accounts; and

      (b) whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the operating and financial review.

    (3)   In this section, "reporting standards" means statements of standard reporting practice which—

      (a) relate to business reviews, and

      (b) are issued by a body or bodies specified in an order made by the Secretary of State.

    (4)   References in this section to relevant reporting standards, in relation to a company's business review, are to such standards as are, in accordance with their terms, applicable to the company's circumstances and to the review.

    (5)   Where or the extent that the directors of a company have complied with a reporting standard, they are presumed (unless the contrary is proved) to have complied with the corresponding requirements of this Part relating to the contents of a business review.'.

Optional regime for membership register


David Howarth
Lorely Burt
Mark Hunter


*To move the following Clause:—

    '(1)   A company may by special resolution exempt itself from any obligation under sections 115 to 117 to allow the inspection of its membership register or to supply a copy of the register or any part of it as long as it undertakes to pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company's members.

    (2)   The company may charge a reasonable fee for sending a message or documentation under subsection (1).

    (3)   Where the company has made an undertaking under subsection (1) and has failed to carry it out, 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 this section 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.

    (5)   In the case of any such refusal or default the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made.'.


Margaret Hodge


Schedule     9,     page     509,     line     17,     at end insert—

'authorised signatorysection (Authorised signatories)'.

Margaret Hodge


Schedule     9,     page     514,     line     32,     leave out 'section 362 of the 1985 Act' and insert 'section (Overseas branch registers)(1)'.


That the following provisions shall apply to the Company Law Reform Bill [Lords]:


    1.   The Bill shall be committed to a Standing Committee.

Proceedings in Standing Committee

    2.   Proceedings in the Standing Committee shall (so far as not previously concluded) be brought to a conclusion on Thursday 13th July 2006.

    3.   The Standing Committee shall have leave to sit twice on the first day on which it meets.

Consideration and Third Reading

    4.   Proceedings on consideration shall (so far as not previously concluded) be brought to a conclusion one hour before the moment of interruption on the day on which those proceedings are commenced.

    5.   Proceedings on consideration shall (so far as not previously concluded be brought to a conclusion at the moment of interruption on that day.

    6.   Standing Order No. 83B (Programming committees) shall not apply to proceedings on consideration and Third Reading.

Other proceedings

    7.   Any other Proceedings on the Bill (including any proceedings on consideration of any message from the Lords) may be programmed.

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Prepared 13 Jun 2006