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

Tuesday 4th July 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].


       Clause 356

       Amendment (219) proposed, in page 159, line 30 , to leave out subsection (1) and insert the words—

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

       Question proposed, That the Amendment be made.

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.’.


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

421

Clause 676, page 334, line 14, after ‘insert’ insert ‘after section 446’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

429

Clause 676, page 334, line 14, leave out ‘after section 446.’.


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

420

Clause 748, page 371, line 34, at end add—

      ‘(7) 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.’.


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).


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

422

Clause 895, page 438, line 28, leave out from ‘information” ’ to end of line 30 and insert ‘means information relating to the proportion of voting rights held by a person in respect of voting shares.’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

430

Clause 895, page 439, line 43, leave out ‘a person’ and insert ‘the issuer’.

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

457

Clause 906, page 451, line 21, after ‘Kingdom’, insert ‘or, if such proceedings relate only to intellectual property rights, in any jurisdiction.’.

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’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

456

Clause 906, page 452, line 5, at end add—

      ‘(6) A public authority must not make a disclosure under this section unless it is satisfied that the making of the disclosure is proportionate to what is sought to be achieved by it.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

44

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


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.’.


 
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Prepared: 4 July 2006