|Amendments proposed to the Company Law Reform Bill [Lords] - continued
|House of Commons
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Discontinuance of overseas branch register
NC12To 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
(4) If default is made in complying with subsection (3), an offence is committed by
UK branch registers of overseas companies
NC13To 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
(3) The countries and territories to which this section applies are
NC14To move the following Clause:
'(1) The following are authorised signatories in relation to a company
(3) The signature of any such person on behalf of the company is effective notwithstanding that it is afterwards discovered
Appointment of authorised signatories
NC15To 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).'.
Minimum age for appointment as authorised signatory
NC16To 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
NC17To 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
(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
NC18To move the following Clause:
'(1) A company's register of authorised signatories must contain the following particulars of each authorised signatory
(3) For the purposes of this section a "former name" means a name by which the individual was formerly known for business purposes.
(4) It is not necessary for the register to contain particulars of a former name in the following cases
Particulars to be registered: power to make regulations
NC19To 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
NC20To move the following Clause:
'(1) A company must, within the period of 14 days from the occurrence of
(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.
(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
NC1To 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.'.