S.C.D.
Amendment Paper as at
Thursday 22nd June 2006
STANDING COMMITTEE D
New Amendments handed in are marked thus *
COMPANY LAW REFORM BILL [LORDS]
NOTE
The Amendments have been arranged in accordance with the Resolution of the Programming Sub-Committee.
Clause 57.
Amendment (No. 118) proposed, in page 22, line 38, after 'name', insert 'and in the absence of the applicant receiving any response by the specified department or other body within 30 days of its receipt of such a request, the specified department or other body shall be deemed to have confirmed that it has no objection to the proposed name'.—(James Brokenshire)
Question proposed, That the Amendment be made.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
119
Clause 57, page 22, line 43, after 'received', insert 'or include a statement that no such response was received within the time period referred to in subsection (2)'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
120
Clause 57, page 23, line 6, after 'received', insert 'or must include a statement that no such response was received within the time period referred to in subsection (2)'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
121
Clause 58, page 23, line 18, leave out 'registered' and insert 'incorporated'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
122
Clause 58, page 23, line 18, leave out 'by' and insert 'with'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
123
Clause 58, page 23, line 19, after 'includes', insert ', or change its name to a name that consists of or includes,'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
57
Clause 58, page 23, line 21, at end insert—
'( ) Regulations under this section shall not require a company to change its name.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
124
Clause 60, page 23, line 34, leave out subsections (1), (2) and (3) and insert—
'(1) Subject to section 61, the name of a limited company that is a private company must end with "limited" or "ltd" or, in the case of a Welsh company, its name may instead end with "cyfyngedig" or "cyf.".'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
125
Clause 60, page 24, line 1, leave out from 'companies' to end of line 3.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
58
Clause 62, page 25, line 2, leave out ', or any return of capital,'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
59
Clause 63, page 25, line 26, after first 'its', insert 'profits (if any) or other'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
126
Clause 64, page 25, line 36, leave out 'section 62 or 63' and insert 'section 61(1)(c)'.
Margaret Hodge
101
Clause 64, page 25, line 40, leave out 'alter' and insert 'amend'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
127
Clause 65, page 26, leave out lines 44 and 45.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
128
Clause 66, page 27, line 32, at end insert—
'(6) Nothing contained in this section shall prevent a company continuing to use its name if such name was registered with the registrar of companies prior to the date of any regulations made under this section.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
129
Clause 67, page 28, line 16, at end insert—
'(6) Nothing contained in this section shall prohibit or inhibit an objection under section 70.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
130
Clause 68, page 28, line 22, leave out from 'names,' to end of line 23.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
131
Clause 69, page 28, line 42, after 'be', insert 'in writing and'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
132
Clause 70, page 29, line 18, after 'name', insert 'or incorporates a name'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
133
Clause 70, page 29, line 19, after 'goodwill', insert 'in the United Kingdom'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
134
Clause 70, page 29, line 22, after 'applicant', insert 'provided that the applicant was using such name in the United Kingdom at that time.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
135
Clause 70, page 29, line 23, at end insert 'within twelve months of the company's registration with the relevant name'.
Mr Quentin Davies
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
252
Clause 70, page 30, line 2, after 'upheld', insert —
Mr Quentin Davies
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
253
Clause 70, page 30, line 5, at end add 'or
| (ii) | if the activities of the company using the registered name would be likely to deceive members of the public or to cause loss or damage to persons dealing with the company.'. |
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
136
Clause 70, page 30, line 6, at end insert—
'(6A) Without prejudice to the foregoing provisions of this section, in the event that all of the circumstances contemplated in subsection (8) are satisfied, an applicant may apply to a company names adjudicator for an interim order under this subsection.
(6B) The circumstances referred to in subsection (7) are that—
| (a) | the applicant is a company whose shares are listed on a regulated market; |
| (b) | the applicant has published a circular to shareholders incorporating a resolution proposing to change its name to a particular name (a "relevant name"); and |
| (c) | a company (the "respondent") has been incorporated with the relevant name or changed its name to the relevant name in either case on or after the date of publication of the circular referred to in subsection (8)(b). |
(6C) If an application for an interim order is made and the adjudicator is satisfied that the provisions of subsection (8) are satisfied, the adjudicator shall make an order requiring the respondent to change its name to a name specified by the adjudicator.
(6D) The adjudicator must give notice of his interim order—
| (b) | to the respondent; and |
(6E) Upon the presentation by the applicant to the registrar of an official copy of the interim order together with all other documents contemplated by section 78 (Change of name by special resolution), and the registrar is satisfied that—
| (a) | the relevant name complies with the requirements of this Part, and |
| (b) | the requirements of the Companies Acts and any relevant requirement of the applicant's articles, with respect to a change of name are complied with, |
the registrar must enter the relevant name as the new name of the applicant and enter the name set out in the interim order as the new name of the responent on the register in place of the former names of the applicant and respondent respectively.
(6F) On the registration of the new names, the registrar must issue a certificate of incorporation to each of the applicant and the respondent altered to meet the circumstances of the case.
(6G) The making of an interim order shall be without prejudice to any other legal rights of the applicant or respondent or any application by the respondent under subsection (1).'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
259
Clause 70, page 30, line 7, at end add 'and reputation includes that the name in which the reputation is claimed is a registered trademark in current use'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
137
Clause 70, page 30, line 7, after 'section', insert 'and in section 73'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
60
Clause 70, page 30, line 7, at end insert—
'(8) In this section "start-up costs" shall be considered "substantial" in relation to the annual revenue and assets of the company.'.
Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire
61
Clause 72, page 30, line 33, leave out 'may' and insert 'shall'.
