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

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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).'.


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.'.



 
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Prepared 20 Jun 2006