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

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David Howarth
Lorely Burt
Mark Hunter

261

Clause 357, page 159, line 36, at end insert ‘provided that the association itself makes no political donations or political expenditure as defined in sections 346 and 347 in the relevant year.’.


David Howarth
Lorely Burt
Mark Hunter

262

Clause 358, page 160, line 5, leave out ‘not’.


David Howarth
Lorely Burt
Mark Hunter

263

Clause 359, page 160, line 23, at end add—

      ‘(5) No order under this section shall discriminate in favour of or against any political party or parties.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

318

Clause 360, page 160, line 25, after ‘donation’, insert ‘by a company or a subsidiary of a UK company (as defined in section 352(5))’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

319

Clause 360, page 160, line 30, at end insert—

      ‘(1A) Authorisation under this Part is not needed for donations satisfying the provisions of section 52(2)(b) of the Political Parties, Elections and Referendum Act 2000.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

320

Clause 360, page 160, line 36, after ‘subsidiary,’, insert ‘any other’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

321

Clause 360, page 160, line 39, after ‘subsidiary,’, insert ‘any other’.


Margaret Hodge

112

Clause 637, page 312, line 30, at end insert—

          ‘(iii) any person appointed as an authorised signatory of the company.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

400

Clause 640, page 314, line 12, leave out ‘in the case of a public company,’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

375

Clause 702, page 349, line 34, at end insert—

      ‘(2A) Legal proceedings may be issued against the overseas company at any time in either its name or the name under which it is registered pursuant to this section.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

376

Clause 704, page 351, line 6, leave out ‘negative’ and insert ‘affirmative’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

378

Clause 724, page 358, line 21, leave out subsection (1).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

377

Clause 724, page 358, line 22, after ‘(2)’, insert ‘Notwithstanding the provisions of subsection (1),’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

379

Clause 725, page 358, line 26, leave out subsection (1).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

380

Clause 730, page 361, leave out line 23.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

381

Clause 733, page 364, line 11, leave out from ‘from’ to ‘that’ in line 12 and insert ‘all documents’.


Margaret Hodge

113

Clause 735, page 365, line 16, at end insert ‘or

        (ba) is appointed as an authorised signatory of a company,’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

382

Clause 736, page 365, line 42, at end insert ‘provided that if the registrar has received a written request from the company for possession of such documents, then the registrar shall send such documents in hard copy form to the company.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

383

Clause 740, page 367, line 46, at end insert—

        ‘(ja) any name or address of any member of the company (save for the subscribers);’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

385

Clause 741, page 368, line 10, after ‘address’, insert ‘and name’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

386

Clause 741, page 368, line 10, after ‘address’, insert ‘or all addresses’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

384

Clause 741, page 368, line 13, at end insert ‘in addition to the company and the individual whose name and address is the subject of disclosure’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

387

Clause 746, page 370, leave out line 12.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

388

Clause 747, page 371, line 4, at end add—

      ‘(6) If any person suffers any loss or damage or incurs any expense as a result, direct or indirect, of a failure by the registrar to perform the registrar’s functions, the registrar shall indemnify and keep indemnified that person against all such loss, damage and expense.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

389

Clause 751, page 372, leave out line 41.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

390

Clause 774, page 380, line 8, at end insert ‘knowingly and wilfully’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

391

Clause 774, page 380, line 13, leave out ‘authorises or permits’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

392

Clause 776, page 380, line 33, at end insert—

      ‘(2A) For the purpose of subsection (2) “manager” means a person other than a director or secretary, whether or not employed by the company who, under the immediate authority of a director or secretary of the company is charged with the exercise of managerial functions which include the function in relation to which there has been a default or (in relation to offences relating to the maintenance, filing or distribution of accounts and records) is responsible for maintaining the accounts or other records of the company in question.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

393

Clause 788, page 385, line 9, leave out ‘negative’ and insert ‘affirmative’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

394

Clause 790, page 385, line 38, after ‘Scotland’, insert ‘or Northern Ireland’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

395

Schedule 6, page 495, line 25, at end insert—

    ‘(6) A member may revoke his agreement or deemed agreement to receive documents by their being available on the website if, at any time, he provides the company with written notice of such request.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

396

Clause 797, page 388, line 10, leave out subsections (4) and (5).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

397

Clause 799, page 388, line 39, after ‘Kingdom’, insert ‘or overseas’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

398

Clause 808, page 394, line 15, leave out subsection (2).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

401

Clause 822, page 399, line 10, at end insert ‘, but excluding for this purpose any company owned or controlled by persons other than Her Majesty’s Government, any part of the Scottish administration or Her Majesty’s Government in Northern Ireland’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

402

Clause 825, page 400, line 11, after ‘policy’, insert ‘where harm may be caused to the public’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

403

Clause 825, page 400, line 12, after ‘by’, insert ‘reasonable’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

404

Clause 825, page 400, line 12, after ‘notice’, insert ‘in writing’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

405

Clause 825, page 400, line 13, at end add ‘and the reason or reasons why the approval is being withdrawn.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

406

Clause 827, page 401, line 2, leave out sections (1) and (2) and insert—

      ‘(1) If in the opinion of the Secretary of State a person is carrying on business in The United Kingdom under a name that gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Secretary of State may direct the person carrying on such activites to change the name used by such a person in connection with such activities.

      (2) The direction must be complied with within a period of six weeks from the date of the direction or such longer period as the Secretary of State may think fit to allow, unless an application is duly made to the court under the following provisions.

      (3) The person in receipt of the direction may within the period of three weeks from the date of the direction, apply to the court to set the direction aside.

      (4) The court may set the direction aside or confirm it.

      (5) If the direction is confirmed, the court shall specify the period within which the direction is to be complied with.

      (6) If a person fails to comply with a direction under this section an offence is committed.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

407

Clause 828, page 401, line 28, leave out from ‘name’ to end of line 29.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

408

Clause 831, page 402, line 33, leave out ‘A person’ and insert ‘An individual or partnership’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

409

Clause 831, page 403, line 3, leave out ‘A person’ and insert ‘An individual or partnership’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

410

Clause 831, page 403, line 7, leave out subsections (3) and (4).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

411

Clause 833, page 403, line 33, leave out ‘A person’ and insert ‘An individual or partnership’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

412

Clause 833, page 403, line 40, leave out subsections (2) and (3).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

413

Clause 834, page 404, line 9, leave out ‘who’ and insert ‘which’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

414

Clause 834, page 404, line 14, leave out subsection (4).


Margaret Hodge

267

Clause 857, page 416, line 1, leave out subsection (3).


Margaret Hodge

268

Clause 881, page 428, line 33, leave out subsection (3).


Margaret Hodge

415

Clause 895, page 441, line 5, at end add—

      ‘(2) The effectiveness for the purposes of section 155 of the Financial Services and Markets Act 2000 (consultation on proposed rules) of things done by the Financial Services Authority before this section comes into force with a view to making transparency rules (as defined in the provisions to be inserted in that Act by subsection (1) above) is not affected by the fact that those provisions were not then in force.’.


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

208

Clause 899, page 447, line 8, at end add—

      ‘(9) The provisions of this section shall also extend to—

        (a) preliminary statements of results and other announcements to the market by listed companies permitted or required by the Disclosure Rules and the Transparency Rules,

        (b) companies with securities quoted on the Alternative Investment Market (AIM), and

        (c) companies admitted to trading on an EEA regulated market in situations when UK law is the applicable law.’.


Margaret Hodge

416

Clause 899, page 446, line 29, leave out from ‘of’ to ‘and’ in line 30 and insert ‘loss suffered as a result of reliance by any person on—

          (i) an untrue or misleading statement in a publication to which this section applies, or

          (ii) the omission from any such publication of any matter required to be included in it,’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

44

Clause 923, page 457, line 33, leave out ‘Company Law Reform’ and insert ‘Companies’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

418

Clause 906, page 452, line 1, leave out ‘annulment in pursuance of a resolution of either’ and insert ‘affirmative resolution of each’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

419

Clause 906, page 452, line 2, at end insert ‘and after prior public consultation on the terms of a draft statutory instrument’.


Jim Cousins

298

Clause 140, page 62, line 29, at end insert ‘and domiciled in the United Kingdom’.

Jim Cousins

299

Clause 140, page 62, line 30, leave out subsection (2) and insert—

      ‘(2) A body corporate cannot hold the office of director.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

265

Clause 141, page 63, line 6, at end insert ‘save where the Secretary of State has reasonable grounds for suspecting that the company is carrying on criminal activity in which event the period may be less than one month, as circumstances require.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

148

Clause 142, page 63, line 38, leave out subsection (5).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

149

Clause 143, page 64, leave out lines 12 and 13.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

150

Clause 144, page 64, line 28, at end insert ‘unless, before section 142 comes into force, the company has appointed a natural person over the age of 16 to be a further director.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

151

Clause 145, page 64, line 37, leave out from first ‘made’ to end of line 38.

Margaret Hodge

104

Clause 145 , page 65, line 4, leave out ‘altering’ and insert ‘amending’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

270

Clause 147, page 65, line 18, leave out ‘to’ and insert ‘, 149 and’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

152

Clause 147, page 65, line 33, at end add—

      ‘(7) An alternate director is not to be treated as a director for the purposes of—

        (a) sections 147 to 149 (register of directors),

        (b) section 150 (register of directors’ residential addresses), and

        (c) section 152 (duty to notify registrar of changes),

      if he is so appointed for less than 1 month.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

367

Clause 147, page 65, line 33, at end add—

      ‘(7) An alternate director is to be treated as a director for the purposes of—

        (a) sections 147 to 149 (register of directors),

        (b) section 150 (register of directors’ residential addresses), and

        (c) section 152 (duty to notify registrar of changes),

      if he is so appointed for more than 1 month.’.


Margaret Hodge

365

Clause 150, page 67, line 3, leave out subsection (3) and insert—

      ‘(3) If a director’s usual residential address is the same as his service address (as stated in the company’s register of directors), the register of directors’ residential addresses need only contain an entry to that effect.

      This does not apply if his service address is stated to be “The company’s registered office”.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

153

Clause 152, page 67, line 32, leave out ‘Notice’ and insert ‘Notices’.

Margaret Hodge

366

Clause 152, page 67, line 37, leave out subsection (3) and insert—

      ‘(3) Where—

        (a) a company gives notice of a change of a director’s service address as stated in the company’s register of directors, and

        (b) the notice is not accompanied by notice of any resulting change in the particulars contained in the company’s register of directors’ residential addresses,

      the notice must be accompanied by a statement that no such change is required.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

157

Clause 153, page 68, leave out line 7.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

158

Clause 155, page 69, line 7, at end insert ‘or require that the meeting be adjourned to a date not earlier than 14 days after his representations have been circulated.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

160

Clause 156, page 69, leave out lines 28 and 29.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

161

Clause 156, page 69, line 30, leave out subsection (3).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

162

Clause 156, page 69, line 31, leave out ‘apply’ and insert ‘applied prior to the entry into force of this Act’.

 
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Prepared: 29 June 2006