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

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Margaret Hodge

111

Clause 576, page 282, line 8, leave out ‘alters’ and insert ‘amends’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

373

Clause 683, page 339, line 8, leave out subsection (3).

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

374

Clause 683, page 339, line 9, at end insert ‘, or by his relatives or beneficiaries under his will’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

71

Clause 138, page 61, line 31, leave out from beginning to ‘deemed’ and insert ‘Where a company is entitled by virtue of paragraph 7(2) of Schedule 7 to use electronic communications, the company is then’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

74

Clause 138, page 61, line 31, leave out subsections (1) to (3) and insert—

      ‘(1) The Secretary of State shall by regulations, make provision to ensure that a nominated person, where he—

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

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

        (c) has elected to—

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

          (ii) enjoy or exercise all or any specified rights of the member in relation to the company if he so wishes; and

        (d) is entitled to—

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

          (ii) enjoy or exercise all other rights of the member in relation to the company.

      (2) Those regulations shall apply, in particular, to the rights conferred by—

        (a) in the case of subsection (1)(a)—

          (i) sections 268 and 270 (right to be sent proposed written resolution);

          (ii) section 286 (right to notice of general meetings);

          (iii) section 399 (right to be sent a copy of annual accounts and reports); and

        (b) in the case of subsection (1)(b)—

          (i) section 269 (right to require circulation of written resolution);

          (ii) section 279 (right to require directors to call general meeting);

          (iii) section 290 (right to require circulation of a statement);

          (iv) section 299 (right to appoint proxy to act at meeting);

          (v) section 313 (right to require circulation of resolution for AGM of public company); and

          (vi) all such other rights (not within subsection (1)(a)) as a member would otherwise enjoy (in accordance with any provision of the Companies Acts).

      (3) The regulations referred to in subsection (1)—

        (a) shall be made by statutory instrument before 1st May 2008, and

        (b) may not be made unless a draft has been laid before and approved by resolution of each House of Parliament.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

68

Clause 138, page 61, line 31, after ‘companies’, insert ‘whose shares are’.

Mr Quentin Davies

251

Clause 138, page 61, line 31, after ‘companies’, insert ‘whose ordinary shares are’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

69

Clause 138, page 61, line 34, leave out paragraphs (a) and (b) and insert—

        ‘(a) receive all the documents and information that the member is entitled to receive from the company; and

        (b) enjoy or exercise all other rights of the member in relation to the company’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

70

Clause 138, page 62, line 3, leave out subsection (3) and insert—

      ‘(3) This applies, in particular, to the rights conferred by—

        (a) in the case of subsection 1(a)—

          (i) sections 268 and 270 (right to be sent proposed written resolution);

          (ii) section 286 (right to notice of general meetings);

          (iii) section 399 (right to be sent a copy of annual accounts and reports);

        (b) in the case of subsection 1(b);

          (i) section 269 (right to require circulation of written resolution);

          (ii) section 279 (right to require directors to call general meeting);

          (iii) section 290 (right to require circulation of a statement);

          (iv) section 299 (right to appoint proxy to act at meeting);

          (v) section 313 (right to require circulation of resolution of AGM of public company); and

          (vi) all such other rights (not within subsection 1(a)) as a member would otherwise enjoy (in accordance with any provision of the Companies Acts).’.

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 add—

      ‘(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.

Bangladesh Malaysia
Cyprus Malta
Dominica Nigeria
The Gambia Pakistan
Ghana Seychelles
Guyana Sierra Leone
The Hong Kong Special Administrative Region of the People’s Republic of China Singapore
India South Africa
Ireland Sri Lanka
Kenya Swaziland
Kiribati Trinidad and Tobago
Lesotho Uganda
Malawi Zimbabwe

      (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.

Bangladesh Malta
Botswana Nigeria
Cyprus Pakistan
Dominica Seychelles
The Gambia Sierra Leone
Ghana Singapore
Guyana South Africa
The Hong Kong Special Administrative Region of the People’s Republic of China Sri Lanka
India Swaziland
Ireland Tonga
Kenya Trinidad and Tobago
Kiribati Uganda
Lesotho Zambia
Malawi Zimbabwe
Malaysia’.  

Authorised signatories

Margaret Hodge

NC14

    To move the following Clause:—

      ‘(1) The following are authorised signatories in relation to a company—

        (a) every director of the company;

        (b) in the case of a public company, the secretary (or any joint secretary) of the company;

        (c) any person appointed as an authorised signatory under this Part.

      (2) Every director, and every such secretary or person appointed as an authorised signatory, is by virtue of his appointment authorised to sign documents of any description on behalf of the company.

      (3) The signature of any such person on behalf of the company is effective notwithstanding that it is afterwards discovered—

        (a) that there was a defect in his appointment,

        (b) that he was not qualified to be appointed, or

        (c) that he had ceased to hold office.’.


Appointment of authorised signatories

Margaret Hodge

NC15

    To move the following Clause:—

      ‘(1) A company may appoint one or more authorised signatories.

      (2) This is in addition to its directors and, in the case of a public company, its secretary (or joint secretaries).

      (3) A person so appointed must be an individual.

      (4) An appointment under this section must comply with section (Minimum age for appointment as authorised signatory) (minimum age for appointment as authorised signatory).’.


Minimum age for appointment as authorised signatory

Margaret Hodge

NC16

    To move the following Clause:—

      ‘(1) A person may not be appointed an authorised signatory under this Part unless he has attained the age of 16 years.

      (2) This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.

      (3) An appointment made in contravention of this section is void.

      (4) Nothing in this section affects any liability of a person under any provision of the Companies Acts if he purports to act as an authorised signatory although he could not, by virtue of this section, be validly appointed as an authorised signatory.’.


Register of authorised signatories

Margaret Hodge

NC17

    To move the following Clause:—

      ‘(1) Every company that has appointed one or more persons as authorised signatories under this Part must keep a register of those persons.

      (2) The register—

        (a) must contain the required particulars (see sections (Particulars of authorised signatories to be registered) and (Particulars to be registered: power to make regulations)) of each person so appointed, and

        (b) must be kept available for inspection at the company’s registered office.

      (3) The register must contain, in a prominent position, a statement—

        (a) that the company’s directors, and in the case of a public company its secretary (or any of its joint secretaries), are also authorised signatories in relation to the company, and

        (b) that particulars of those persons may be found in the company’s register of directors or register of secretaries.

      (4) The register must be open to the inspection—

        (a) of any member of the company without charge, and

        (b) of any other person on payment of such fee as may be prescribed.

      (5) If default is made in complying with subsection (1), (2) or (3), or if an inspection required under subsection (4) is refused, an offence is committed by—

        (a) the company, and

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

      (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

      (7) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection.’.


 
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Prepared: 29 June 2006