House of Commons Amendments
          
House of Commons
Session 2005-06
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Index of Amendments

Notices of Amendments


given on

Thursday 22nd June 2006

      For other Amendment(s) see the following page(s) of Supplement to Votes:
      1138-87

Standing Committee D


Company Law Reform Bill [Lords]


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

324

Clause 574, page 280, line 44, at end insert—

      ‘(6) It is not unlawful, by reason only of any rule of law relating to maintenance of capital, for a private company to give financial assistance directly or indirectly for the purpose of an acquisition of shares in its capital or in the capital of its holding company or to give any such financial assistance of the kind referred to in subsection (2) of section 151 where the acquisition in question is an acquisition of shares in the company or its holding company, provided that either—

        (a) the company has net assets which are not thereby reduced and which are not less than the aggregate of its paid up share capital, share premium account and capital redemption reserve (if any), or

        (b) to the extent that the net assets of the company are thereby reduced the assistance is either provided out of distributable profits or is authorised as a reduction of capital in accordance with sections 135 to 139.

      (7) In this Clause “net assets” has the meaning ascribed by section 154(2).’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

325

Clause 575, page 281, line 23, at end insert—

      ‘(3A) In subsection (3), after paragraph (g) insert—

        “(h) the payment of a commission which is permitted by the Companies Acts,

        (i) indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue),

        (j) representations or warranties given by a company in connection with any issue of shares in its capital,

        (k) the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.”.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

326

Clause 896, page 442, line 10, at end insert ‘, provided that a relevant person may not be required to disclose any information or document in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

327

Clause 264, page 122, line 5, at end add ‘, save in the case of a public company not being a quoted company, which may pass a written resolution in accordance with Chapter 2 of this Part.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

328

Clause 266, page 122, line 36, after ‘company’, insert ‘or a public company not being a quoted company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

329

Clause 268, page 123, line 41, leave out ‘a private company’s articles’ and insert ‘the articles of the relevant company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

330

Clause 270, page 124, line 22, after ‘deemed’, insert ‘not’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

331

Clause 270, page 124, line 22, leave out ‘if’ and insert ‘notwithstanding that’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

332

Clause 271, page 124, line 33, after ‘company’, insert ‘or a public company not being a quoted company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

333

Clause 271, page 125, line 8, leave out ‘private’ and insert ‘relevant’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

334

Clause 272, page 125, line 16, leave out ‘private’ and insert ‘relevant’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

335

Clause 274, page 126, line 9, leave out subsections (5) and (6).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

336

Clause 275, page 126, line 28, at end insert ‘, provided that such statement is not defamatory of any person.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

337

Clause 277, page 127, line 36, at end add ‘as certified by the company’s auditors from time to time.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

338

Clause 290, page 131, line 33, at end insert—

      ‘(2A) In calculating the time periods referred to in subsections (1) and (2), the date of issuance or publication of the notice and the date of the general meeting shall be disregarded.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

339

Clause 293, page 132, line 32, at end insert ‘and

        (c) any auditors of the company.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

340

Clause 295, page 133, line 23, at end add—

      ‘(5) In calculating the time periods referred to in this section, the date of issuance or publication of the notice and the date of the general meeting shall be disregarded.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

341

Clause 297, page 134, line 3, at end insert ‘provided that such statement is not defamatory of any person’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

342

Clause 310, page 138, line 19, leave out subsection (3).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

343

Clause 321, page 142, line 40, leave out ‘5’ and insert ‘10’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

344

Clause 324, page 144, line 18, leave out subsections (3) and (4).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

345

Clause 337, page 150, line 34, leave out from ‘section’ to ‘are’ in line 35.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

346

Clause 337, page 150, line 36, leave out subsections (3) and (4).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

347

Clause 340, page 152, line 4, leave out subsections (3) and (4).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

348

Clause 531, page 256, line 44, after ‘member’, insert ‘, director’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

349

Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

350

Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

351

Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

352

Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

353

Schedule 16, page 543, line 30, at end insert ‘in section 153(3)(d), the words “or purchase”.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

354

Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

355

Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Distribution out of company share premium account

Mr Quentin Davies

NC30

    To move the following Clause:—

      ‘Section 263 of the Companies Act 1985 is amended as follows:

      (1) In subsection (1) after “purpose” insert “except as provided for in section 263(6)”.

      (2) After subsection (5) add—

      “(6) a company may make a distribution out of the company’s share premium account by special resolution provided that—

        (a) before the giving of notice of that resolution the directors certify that the proposed distribution in its totality amount to less than the operating cash flow minus depreciation defined as—

        S–CGS–G+A–NI–T–WCR–D

        where—

         S is sales,

         CGS is the cost of goods sold,

         G+A is general and administration expenses,

         NI is the net interest change,

         T is the tax change,

         WCR is the working capital refinement, and

         D is the depreciation change of the company in the relevant
         year; and

        (b) the provisions of Clauses 570 and 571 are met.”.’.

Mr Quentin Davies

356

Clause 453, page 216, line 19, after ‘up’, insert ‘and it must be made clear that this is the case and that the company has not accounted in error.’.

Mr Quentin Davies

357

Clause 570, page 275, line 22, leave out ‘private’.

Mr Quentin Davies

358

Clause 571, page 276, line 8, leave out ‘private’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

359

Clause 307, page 137, line 15, after ‘member’, insert ‘not attending the meeting’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

360

Clause 307, page 137, line 17, leave out from ‘him’ to end of line 18.

Annual general meeting of private company

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC31

    To move the following Clause:—

      ‘A private company is not required to hold an annual general meeting but section 312 shall apply to a private company if it decides to call an annual general meeting.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

361

Clause 338, page 151, line 6, at end insert ‘or records made pursuant to section 340(2).’.


 
 
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Prepared: 23 June 2006