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

Thursday 29th June 2006

Standing Committee D


Company Law Reform Bill [Lords]


Note

The Amendments have been arranged in accordance with the Order of the Committee [20th June].


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

197

Clause 260, page 120, line 18, leave out ‘A public company’s register of secretaries’ and insert ‘The register of secretaries which is required to be kept under section 258’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

198

Clause 260, page 120, line 26, leave out ‘instead of’ and insert ‘in addition to’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

199

Clause 260, page 120, line 27, leave out ‘or in addition to either or both of them’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

200

Clause 260, page 120, line 38, leave out ‘18’ and insert ‘16’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

201

Clause 260, page 120, line 40, leave out sub-paragraph (ii).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

202

Clause 261, page 121, line 2, leave out ‘A public company’s register of secretaries’ and insert ‘The register of secretaries which is required to be kept under section 258’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

203

Clause 262, page 121, line 27, leave out ‘A public company’s register of secretaries’ and insert ‘The register of secretaries which is required to be kept under section 258’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

204

Clause 263, page 121, line 30, leave out ‘public company’ and insert ‘company which is required by section 254 to have a secretary’.


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

222

Clause 267, page 123, line 23, after ‘member’, insert ‘, whether voting in person or by proxy,’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

223

Clause 267, page 123, line 25, after ‘member’, insert ‘, whether voting in person or by proxy,’.


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

224

Clause 268, page 124, line 3, after ‘member’, insert ‘, whether voting in person or by proxy,’.


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

225

Clause 274, page 125, line 38, after ‘website’, insert ‘provided the company has notified the person of the availability of the material on its website’.

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

226

Clause 275, page 126, line 33, leave out ‘5’ and insert ‘10’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

227

Clause 276, page 127, line 7, after ‘website’, insert ‘(having first notified each relevant member of the presence of the same on such website)’.


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

228

Clause 279, page 128, line 4, leave out ‘acting’ and insert ‘duly authorised to act’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

229

Clause 282, page 128, line 32, leave out ‘sends’ and insert ‘provides’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

230

Clause 282, page 128, line 39, at end insert ‘and the company has notified the person of the availability of that material on its website.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

231

Clause 286, page 129, line 30, leave out from ‘10%’ to end of line 37.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

232

Clause 286, page 130, line 4, at end insert ‘provided that the text of such resolution may be altered prior to being moved at the meeting, subject to section 286(4)(e).’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

233

Clause 286, page 130, line 9, at end insert—

        ‘(d) it is outside the general nature of the business to be dealt with at the meeting as stated in the request pursuant to section 286(4)(a), or

        (e) it is beyond the general nature or purpose of a resolution, the text of which is included in the request under section 286(4)(b).’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

234

Clause 286, page 130, line 12, at end add—

      ‘(7) No business may be dealt with at the meeting which is outside the general nature of the business to be dealt with at the meeting, stated in the request under section 286(4).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

235

Clause 287, page 130, line 22, at end insert ‘(and a statement that such a resolution is not necessarily in its final form) as well as the general nature of the business to be dealt with at the meeting (as stated in the request under section 286(4)(a)).’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

236

Clause 287, page 130, line 24, at end insert ‘(provided that such resolution may be moved in modified form, and provided that other business and resolutions may be dealt with or moved at the meeting, subject to section 286(4)).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

237

Clause 288, page 130, line 37, at end insert ‘(and a statement that such a resolution is not necessarily in its final form) as well as the general nature of the business to be dealt with at the meeting (as stated in the request under section 286(4)(a)).’.


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

238

Clause 292, page 132, line 25, at end insert—

        ‘(d) be communicated directly to the member either in electronic form or in hard copy form.’.


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

239

Clause 294, page 133, line 6, at end insert ‘and if a special resolution is to be proposed at the meeting, the exact text of the resolution.’.


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

240

Clause 299, page 134, line 44, leave out ‘public’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

241

Clause 299, page 135, line 4, leave out ‘in complying’ and insert ‘incurred in printing and distributing a statement so as to comply’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

242

Clause 299, page 135, line 7, leave out paragraph (b).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

243

Clause 303, page 136, line 7, at end insert—

      ‘(1A) The chairman must demand a poll when he considers that the outcome would be different from that reached on a show of hands.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

244

Clause 304, page 136, line 18, leave out paragraph (b).


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.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

342

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


Margaret Hodge

105

Clause 317 , page 141, line 9, leave out ‘alteration’ and insert ‘amendment’.


Margaret Hodge

106

Clause 318 , page 141, line 39, leave out ‘alteration’ and insert ‘amendment’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

245

Clause 319, page 142, line 20, at end add—

      ‘(5) A private company is not required to hold an annual general meeting but section 320 shall apply to a private company if it decides to call an annual general meeting.’.


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

209

Page 144, line 30, leave out Clause 325.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

210

Page 145, line 12, leave out Clause 326.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

211

Page 145, line 32, leave out Clause 327.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

212

Page 146, line 15, leave out Clause 328.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

213

Page 146, line 37, leave out Clause 329.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

214

Page 147, line 20, leave out Clause 330.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

215

Page 147, line 35, leave out Clause 331.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

216

Page 148, line 7, leave out Clause 332.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

217

Page 148, line 29, leave out Clause 333.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

218

Page 149, line 11, leave out Clause 334.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

207

Clause 335, page 149, line 34, leave out from ‘website)’ to end of line 35.

Margaret Hodge

107

Clause 335 , page 149, line 41, leave out ‘alteration’ and insert ‘amendment’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

246

Clause 336, page 150, leave out lines 8 and 9.


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

361

Clause 338, page 151, line 6, at end insert ‘or records made pursuant to section 339(2).’.


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

311

Clause 347, page 154, line 29, leave out ‘that, at the time of publication or dissemination,’ and insert ‘where the primary purpose at the time of such publication or dissemination’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

312

Clause 347, page 154, line 33, leave out ‘that are’ and insert ‘where the primary purpose of such activities is’.

David Howarth
Lorely Burt
Mark Hunter

260

Clause 347, page 154, line 38, at end insert—

          ‘(iii) to persuade a member of either House of Parliament, a member of the Scottish Parliament, a member of the Welsh Assembly or a member of any local authority to take or to refrain from taking any action in connection with their duties either as such a member or as the member of a government or executive.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

313

Clause 347, page 154, line 40, at end add—

      ‘(3) For the purposes of this Part, political expenditure does not include activities intended to influence policy making or public debate on issues directly affecting the business or other commercial activities of the relevant company and provided further that such activities have been approved by the company’s board of directors.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

314

Clause 352, page 157, line 5, after first ‘a’, insert ‘wholly owned’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

315

Clause 353, page 158, line 16, at end insert ‘or, in the case of a claim under section 352(3), to the relevant subsidiary;’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

316

Clause 353, page 158, line 18, at end insert ‘or, in the case of a claim under section 352(3), by the relevant subsidiary;’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

317

Clause 353, page 158, line 20, at end insert—

        ‘(d) that a resolution satisfying the provisions of sections 348 and 349 has been made in connection with the relevant political donation or political expenditure.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

219

Clause 356, page 159, line 30, leave out subsection (1) and insert—

      ‘(1) Subject to the exemptions in subsection (5), a trade union is a political organisation for the purposes of this Part.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

220

Clause 356, page 159, line 33, at end insert—

      ‘(3) In addition to the other requirements set out in this Part, a donation may only be made to a trade union if such trade union currently has in force a political resolution authorising the trade union to apply its funds in the furtherance of political objects and such political resolution authorised donations or expenditure under one or more of the following heads—

        (a) donations to political parties or independent election candidates;

        (b) donations to political organisations other than political parties; or

        (c) political expenditure

      in each case up to a specified amount in the period for which the resolution has effect.

      (4) For the purposes of subsection (3), “political expenditure” shall have the meaning set out in the Trade Union and Labour Relations (Consolidation) Act 1992 (c.52) and “political resolution” shall have the meaning set out in the Trade Union and Labour Relations (Consolidation) Act 1992 (c.52) save that the reference in section 73(3) of that act to “ten years” shall be deemed to be “four years”.

      (5) A donation to a trade union shall not be a political donation for the purposes of this Part to the extent that it is made—

        (a) to provide or facilitate the provision of education and training of employees of a relevant company;

        (b) to assist the trade union in representing employees of a relevant company;

        (c) to assist the trade union in consulting with and meeting employees of a relevant company;

        (d) to facilitate the investigation of any matter relating to the terms and conditions of any employee of a relevant company;

        (e) to assist or to facilitate negotiations between the trade union and a relevant company and any of its representatives in connection with any complaint or dispute between the company and its employees (or any of them); or

        (f) to otherwise promote good employment relations between a relevant company and its employees.

      For this purpose a relevant company includes the company by which the donation was made, any holding company of the company by which the donation was made, any subsidiary of such holding company or any subsidiary of the company by which the donation was made.’.


 
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Prepared: 29 June 2006