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

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Mr Quentin Davies

250

Clause     138,     page     62,     line     3,     after 'rights', insert 'to attend a general meeting and to vote at it, and'.

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

72

Clause     138,     page     62,     line     19,     at end insert—

    '(5)   For the purposes of section 138 of this Act, the nominated person shall include only those individuals, or their representatives, where:

      (a) the nominated person is the beneficial owner of the interest in the company;

      (b) the nominated person retains the right to transfer or otherwise dispose of the whole or part of that person's beneficial interest in the company; and

      (c) the nominated person has elected to

      (i) receive documents and information that the member is entitled to receive from the company; and

      (ii) be able to enjoy or exercise all or any specified rights of the member in relation to the company if he so wishes.'.

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

73

Clause     138,     page     62,     line     19,     at end insert—

    '(6)   A member may only nominate a person whom the member knows or has reasonable cause to believe to be interested in the shares in relation to which the nomination will operate, or a person specified by that person.'.


NEW CLAUSES

Statement of capital required where company already has share capital

   

Margaret Hodge

NC5

To move the following Clause:—

    '(1)   A company which on re-registration under section 107 already has allotted share capital must within 15 days after the re-registration deliver a statement of capital to the registrar.

    (2)   This does not apply if the information which would be included in the statement has already been sent to the registrar in—

      (a) a statement of capital and initial shareholdings (see section 10), or

      (b) a statement of capital contained in an annual return (see section 638(2)).

    (3)   The statement of capital must state with respect to the company's share capital on re-registration—

      (a) the total number of shares of the company,

      (b) the aggregate nominal value of those shares,

      (c) for each class of shares—

      (i) prescribed particulars of the rights attached to the shares,

      (ii) the total number of shares of that class, and

      (iii) the aggregate nominal value of shares of that class, and

      (d) the amount paid up and the amount (if any) unpaid on each share (whether on account of the nominal value of the share or by way of premium).

    (4)   If default is made in complying this section, 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 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.'.


Overseas branch registers

   

Margaret Hodge

NC6

To move the following Clause:—

    '(1)   A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch register of members resident there (an "overseas branch register").

    (2)   This Chapter applies to—

      (a) any part of Her Majesty's dominions outside the United Kingdom, the Channel Islands and the Isle of Man, and

      (b) the countries or territories listed below.

    BangladeshMalaysia
    CyprusMalta
    DominicaNigeria
    The GambiaPakistan
    GhanaSeychelles
    GuyanaSierra Leone
    The Hong Kong Special Administrative Region of the People's Republic of ChinaSingapore
    IndiaSouth Africa
    IrelandSri Lanka
    KenyaSwaziland
    KiribatiTrinidad and Tobago
    LesothoUganda
    MalawiZimbabwe
        (3)   The Secretary of State may make provision by regulations as to the circumstances in which a company is to be regarded as keeping a register in a particular country or territory.

        (4)   Regulations under this section are subject to negative resolution procedure.

        (5)   References—

        (a) in any Act or instrument (including, in particular, a company's articles) to a dominion register, or

        (b) in articles registered before 1st November 1929 to a colonial register,

      are to be read (unless the context otherwise requires) as a reference to an overseas branch register kept under this section.'.


    Notice of opening of overseas branch register

       

    Margaret Hodge

    NC7

    To move the following Clause:—

        '(1)   A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the country or territory in which the register is kept.

        (2)   If default is made in complying with subsection (1), an offence is committed by—

        (a) the company, and

        (b) every officer of the company who is in default.

        (3)   A person guilty of an offence under subsection (2) 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.'.


    Keeping of overseas branch register

       

    Margaret Hodge

    NC8

    To move the following Clause:—

        '(1)   An overseas branch register is regarded as part of the company's register of members ("the main register").

        (2)   The Secretary of State may make provision by regulations modifying any provision of Chapter 2 (register of members) as it applies in relation to an overseas branch register.

        (3)   Regulations under this section are subject to negative resolution procedure.

        (4)   Subject to the provisions of this Act, a company may by its articles make such provision as it thinks fit as to the keeping of overseas branch registers.'.


    Register or duplicate to be kept available for inspection in UK

       

    Margaret Hodge

    NC9

    To move the following Clause:—

        '(1)   A company that keeps an overseas branch register must keep available for inspection—

        (a) the register, or

        (b) a duplicate of the register duly entered up from time to time,

      at the place in the United Kingdom where the company's main register is kept available for inspection.

        (2)   Any such duplicate is treated for all purposes of this Act as part of the main register.

        (3)   If default is made in complying with subsection (1), 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 subsection (3) 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.'.


    Transactions in shares registered in overseas branch register

       

    Margaret Hodge

    NC10

    To move the following Clause:—

        '(1)   Shares registered in an overseas branch register must be distinguished from those registered in the main register.

        (2)   No transaction with respect to shares registered in an overseas branch register may be registered in any other register.

        (3)   An instrument of transfer of a share registered in an overseas branch register—

        (a) is regarded as a transfer of property situated outside the United Kingdom, and

        (b) unless executed in a part of the United Kingdom, is exempt from stamp duty.'.


    Jurisdiction of local courts

       

    Margaret Hodge

    NC11

    To move the following Clause:—

        '(1)   A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom—

        (a) to rectify the register (see section 124), or

        (b) in relation to a request for inspection or a copy of the register (see section 116).

        (2)   The offences—

        (a) of refusing inspection or failing to provide a copy of the register (see section 117), and

        (b) of making a false, misleading or deceptive statement in a request for inspection or a copy (see section 118),

      may be prosecuted summarily before any tribunal having summary criminal jurisdiction in the country or territory where the register is kept.

        (3)   This section extends only to those countries and territories to which paragraph 3 of Schedule 14 to the Companies Act 1985 (c.6) (which made similar provision) extended immediately before the coming into force of this Chapter.'.


    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'.


     
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    Prepared 22 Jun 2006