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

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Guidance on interpretation of directors' duties

   

Jim Cousins

NC27

To move the following Clause:—

    '(1)   The Secretary of State shall from time to time publish binding statutory guidance as to the interpretation of the duties imposed on directors by section 158.

    (2)   Before publishing the guidance referred to in subsection (1), the Secretary of State shall consult such persons or bodies as he considers relevant.'.


Distribution out of company share premium account

   

Mr Quentin Davies

NC30

To move the following Clause:—

    '(1)   Section 263 of the Companies Act 1985 is amended as follows.

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

    (3)   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 sections 570 and 571 are met.".'.


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.'.


Rectification of the register without court order

   

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC32

*To move the following Clause:—

    '(1)   The Secretary of State may by regulations make provision for the registrar, on application, to remove from the register any material that derives either from anything done without the authority of the company or from something that is forged.

    (2)   Regulations under this section are subject to the affirmative resolution procedure.'.


   

Margaret Hodge

114

Schedule     9,     page     509,     line     17,     at end insert—

'authorised signatorysection (Authorised signatories)'.
   

Margaret Hodge

115

Schedule     9,     page     514,     line     32,     leave out 'section 362 of the 1985 Act' and insert 'section (Overseas branch registers)(1)'.

   

Margaret Hodge

310

Schedule     9,     page     515,     line     36,     at end insert—

'qualifying pension scheme indemnity provision (in Chapter 7 of Part 10)section (Qualifying pension scheme indemnity provision)'.


   

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".'.


ORDER OF THE HOUSE [6th JUNE 2006]

That the following provisions shall apply to the Company Law Reform Bill [Lords]:

Committal

    1.   The Bill shall be committed to a Standing Committee.

Proceedings in Standing Committee

    2.   Proceedings in the Standing Committee shall (so far as not previously concluded) be brought to a conclusion on Thursday 13th July 2006.

    3.   The Standing Committee shall have leave to sit twice on the first day on which it meets.

Consideration and Third Reading

    4.   Proceedings on consideration shall (so far as not previously concluded) be brought to a conclusion one hour before the moment of interruption on the day on which those proceedings are commenced.

    5.   Proceedings on consideration shall (so far as not previously concluded be brought to a conclusion at the moment of interruption on that day.

    6.   Standing Order No. 83B (Programming committees) shall not apply to proceedings on consideration and Third Reading.

Other proceedings

    7.   Any other Proceedings on the Bill (including any proceedings on consideration of any message from the Lords) may be programmed.


ORDER OF THE COMMITTEE [20th JUNE 2006]

That—

    (1)   during proceedings on the Company Law Reform Bill [Lords] the Standing Committee shall (in addition to its first meeting at 9.00 a.m. on Thursday 15th June) meet—

      (a) at 1.00 p.m. on Thursday 15th June;

      (b) at 10.30 a.m. and 4.30 p.m. on Tuesday 20th June;

      (c) at 9.00 a.m. and 1.00 p.m. on Thursday 22nd June;

      (d) at 10.30 a.m. and 4.30 p.m. on Tuesday 27th June;

      (e) at 9.00 a.m. and 1.00 p.m. on Thursday 29nd June;

      (f) at 10.30 a.m. and 4.30 p.m. on Tuesday 4th July;

      (g) at 9.00 a.m. and 1.00 p.m. on Thursday 6th July;

      (h) at 10.30 a.m. and 4.30 p.m. on Tuesday 11th July;

      (i) at 9.00 a.m. and 1.00 p.m. on Thursday 13th July;

    (2)   the proceedings shall be taken in the following order: Clauses 1 to 137; Clauses 253 to 361; Clauses 604 to 641; Clauses 676 to 680; Clauses 694 to 777; Schedule 4; Clauses 778 to 795; Schedules 5 to 7; Clauses 796 to 806; Schedule 8; Clauses 807 to 812; Clauses 821 to 846; Schedule 10; Clauses 847 to 849; Schedule 11; Clauses 850 to 871; Schedule 12; Clauses 872 to 881; Schedule 13; Clauses 882 to 893; Schedule 14; Clauses 894 to 901; Schedule 15; Clauses 902 to 919; Clauses 921 to 925; Clauses 139 to 238; Schedule 1; Clauses 239 to 252; Clauses 362 to 529; Clauses 642 to 648; Schedule 2; Clauses 649 to 675; Schedule 3; Clauses 530 to 603; Clauses 681 to 693; Clause 138; new Clauses; new Schedules; Clauses 813 and 814; Schedule 9; Clauses 815 to 820; Clause 920; Schedule 16; remaining proceedings on the Bill;

    (3)   the proceedings shall (so far as not previously concluded) be brought to a conclusion at 5.00 p.m. on Thursday 13th July.


 
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Prepared 27 Jun 2006