| Company Law Reform Bill [Lords] - continued | House of Commons |
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Particulars to be registered Margaret Hodge NC18 To move the following Clause:— ‘(1) A company’s register of authorised signatories must contain the following particulars of each authorised signatory— (a) name and any former name; (b) address. (2) For the purposes of this section “name” means a person’s Christian name (or other forename) and surname, except that in the case of— (a) a peer, or (b) an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them. (3) For the purposes of this section a “former name” means a name by which the individual was formerly known for business purposes. Where a person is or was formerly known by more than one such name, each of them must be stated. (4) It is not necessary for the register to contain particulars of a former name in the following cases— (a) in the case of a peer or an individual normally known by a British title, where the name is one by which the person was known previous to the adoption of or succession to the title; (b) in the case of any person, where the former name— (i) was changed or disused before the person attained the age of 16 years, or (ii) has been changed or disused for 20 years or more. (5) The address required to be stated in the register is a service address. This may be stated to be “The company’s registered office”.’. Particulars to be registered: power to make regulations Margaret Hodge NC19 To move the following Clause:— ‘(1) The Secretary of State may make provision by regulations amending section (Particulars of authorised signatories to be registered) (particulars of authorised signatories to be registered) so as to add to or remove items from the particulars required to be contained in a company’s register of authorised signatories. (2) Regulations under this section are subject to affirmative resolution procedure.’. Duty to notify registrar of changes Margaret Hodge NC20 To move the following Clause:— ‘(1) A company must, within the period of 14 days from the occurrence of— (a) any change in the persons appointed as authorised signatories under this Part, or (b) any change in the particulars contained in its register of authorised signatories, give notice to the registrar of the change and of the date on which it occurred. (2) Notice of a person having been appointed an authorised signatory of the company under this Part must be accompanied by a consent by that person to act in that capacity. (3) If default is made in complying with this section, an offence is committed by every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (4) 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.’. Requirement of consent of Charity Commission: companies that are charities Margaret Hodge NC28 To move the following Clause:— ‘For section 66 of the “66 Consent of Commission required for approval etc by members of charitable companies (1) Where a company is a charity— (a) any approval given by the members of the company under any provision of Chapter 4 of Part 10 of the Company Law Reform Act 2006 (transactions with directors requiring approval by members) listed in subsection (2) below, and (b) any affirmation given by members of the company under section 182 or 198 of that Act (affirmation of unapproved property transactions and loans), is ineffective without the prior written consent of the Commission. (2) The provisions are— (a) section 174 (directors’ long-term service contracts); (b) section 176 (substantial property transactions with directors etc); (c) section 183 (loans and quasi-loans to directors etc); (d) section 185 (credit transactions for benefit of directors etc); (e) section 187 (related arrangements); (f) section 201 (payments to directors for loss of office); (g) section 202 (payments to directors for loss of office: transfer of undertaking etc). 66A Consent of Commission required for certain acts of charitable company (1) A company that is a charity may not do an act to which this section applies without the prior written consent of the Commission. (2) This section applies to an act that— (a) does not require approval under a listed provision of Chapter 4 of Part 10 of the Company Law Reform Act 2006 (transactions with directors) by the members of the company, but (b) would require such approval but for an exemption in the provision in question that disapplies the need for approval on the part of the members of a body corporate which is a wholly-owned subsidiary of another body corporate. (3) The reference to a listed provision is a reference to a provision listed in section 66(2) above. (4) If a company acts in contravention of this section, the exemption referred to in subsection (2)(b) shall be treated as of no effect in relation to the act.”.’. Qualifying pension scheme indemnity provision Margaret Hodge NC29 To move the following Clause:— ‘(1) Section 216(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision. (2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme. Such provision is qualifying pension scheme indemnity provision if the following requirements are met. (3) The provision must not provide any indemnity against— (a) any liability of the director to pay— (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or (b) any liability incurred by the director in defending criminal proceedings in which he is convicted. (4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings. (5) For this purpose— (a) a conviction becomes final— (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and (b) an appeal is disposed of— (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is abandoned or otherwise ceases to have effect. (6) In this section “occupational pension scheme”
means an occupational pension scheme as defined in section 150(5) of
the Directors to have regard to interests of employees Mr Jonathan Djanogly
NC1 To move the following Clause:— ‘(1) The matters to which the directors of a company are to have regard in the performance of their functions include the interests of the company’s employees in general, as well as the interests of its members. (2) Accordingly, the duty imposed by this section on the directors is owed by them to the company (and the company alone) and is enforceable in the same way as any other fiduciary duty owed to a company by its directors. (3) This section applies to shadow directors as it it does to directors.’. Names and addresses of members of companies: company application Mr Jonathan Djanogly
NC2 To move the following Clause:— ‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied. (2) The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation (“a serious risk”). (3) Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company’s members’ usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“a company member’s confidentiality order”) in relation to the company. (4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application. (5) At any time when a company member’s confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances. (6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed. (7) The Secretary of State may at any time revoke a company members confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.’. Names and addresses of members of companies: individual application Mr Jonathan Djanogly
NC3 To move the following Clause:— ‘(1) Subject to the provisions of this section, an individual may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied. (2) The condition referred to in subsection (1) above is that the individual— (a) is or proposes to become a member of a relevant company; and (b) considers that the availability for inspection by members of the public of particulars of his name and usual residential or business address creates, or (if an order is not made under this section) is likely to create, a serious risk that he or a person who lives with him or an employee of his will be subjected to violence, intimidation or criminal activity (“a serious risk”). (3) Where, on an application made by an individual under this section, the Secretary of State is satisified that the availability for inspection by members of the public of the particulars of the individual’s usual residential address creates or (if an order is not made under this section) is likely to create a serious risk that the individual, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“an individual member’s confidentiality order”) in relation to him. (4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application. (5) At any time when an individual member’s confidentiality order is in force in relation to an individual the name and address of the individual in the register of members of the company which is the subject of the confidentiality order shall not be disclosed to any person who may request either company or Companies House disclosure of such name and address save in prescribed circumstances. (6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed. (7) The Secretary of State may at any time revoke an individual member’s condidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.’. Entries relating to former members Mr Jonathan Djanogly
NC4 To move the following Clause:— ‘The provisions of this Chapter apply to the separate register as they apply to the register, with any necessary modifications.’. Auditors’ report on business reviews David Howarth
NC21 To move the following Clause:— ‘(1) A business review must— (a) state whether it has been prepared in accordance with relevant reporting standards, and (b) contain particulars of, and reasons for, any departure from such standards. (2) The auditors must state in their report— (a) whether in their opinion the information given in the business review for the financial year for which the annual accounts are prepared is consistent with those accounts; and (b) whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the operating and financial review. (3) In this section, “reporting standards” means statements of standard reporting practice which— (a) relate to business reviews, and (b) are issued by a body or bodies specified in an order made by the Secretary of State. (4) References in this section to relevant reporting standards, in relation to a company’s business review, are to such standards as are, in accordance with their terms, applicable to the company’s circumstances and to the review. (5) Where or the extent that the directors of a company have complied with a reporting standard, they are presumed (unless the contrary is proved) to have complied with the corresponding requirements of this Part relating to the contents of a business review.’. Optional regime for membership register David Howarth
NC22 To move the following Clause:— ‘(1) A company may by special resolution exempt itself from any obligation under sections 115 to 117 to allow the inspection of its membership register or to supply a copy of the register or any part of it as long as it undertakes to pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company’s members. (2) The company may charge a reasonable fee for sending a message or documentation under subsection (1). (3) Where the company has made an undertaking under subsection (1) and has failed to carry it out, 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 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. (5) In the case of any such refusal or default the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made.’. 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— 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 (b) the provisions of sections 570 and 571 are met.”.’. Annual general meeting of private company Mr Jonathan Djanogly
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
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—
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—
Mr Jonathan Djanogly
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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