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

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Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

467

Clause 560, page 270, line 14, after ‘up’, insert ‘or treated as paid up’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

468

Clause 564, page 272, line 12, at end insert ‘and any other restrictions, whether more or less onerous than the restrictions set out in this section, on the variation of rights.’.

Margaret Hodge

109

Clause 564 , page 272, line 20, leave out ‘alteration’ and insert ‘amendment’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

469

Clause 564, page 272, line 27, at end add—

      ‘(7) Nothing in this section affects a company’s power to vary the rights attaching to shares under section 125(2) of the Companies Act 1985 (c. 6) where the company has already obtained the requisite consent under section 125(2)(a) or convened the general meeting under section 125(2)(b).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

470

Clause 565, page 272, line 38, at end insert ‘and to any other restrictions, whether more or less onerous than the restriction specified in this section, on the variation of the rights.’.

Margaret Hodge

110

Clause 565 , page 273, line 3, leave out ‘alteration’ and insert ‘amendment’.


Mr Quentin Davies

357

Clause 570, page 275, line 22, leave out ‘private’.


Mr Quentin Davies

358

Clause 571, page 276, line 8, leave out ‘private’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

349

Clause 574, page 279, line 30, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

354

Clause 574, page 279, line 31, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

350

Clause 574, page 279, line 35, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

355

Clause 574, page 279, line 39, after ‘subsidiaries’, insert ‘incorporated in the United Kingdom’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

471

Clause 574, page 280, leave out lines 6 to 15.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

472

Clause 574, page 280, line 11, leave out ‘twelve’ and insert ‘six’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

351

Clause 574, page 280, line 18, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

352

Clause 574, page 280, line 24, after ‘person’, insert ‘(other than the company itself)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

324

Clause 574, page 280, line 44, at end insert—

      ‘(6) It is not unlawful, by reason only of any rule of law relating to maintenance of capital, for a private company to give financial assistance directly or indirectly for the purpose of an acquisition of shares in its capital or in the capital of its holding company or to give any such financial assistance of the kind referred to in subsection (2) of section 151 where the acquisition in question is an acquisition of shares in the company or its holding company, provided that either—

        (a) the company has net assets which are not thereby reduced and which are not less than the aggregate of its paid up share capital, share premium account and capital redemption reserve (if any), or

        (b) to the extent that the net assets of the company are thereby reduced the assistance is either provided out of distributable profits or is authorised as a reduction of capital in accordance with sections 135 to 139.

      (7) In this section “net assets” has the meaning ascribed by section 154(2).’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

325

Clause 575, page 281, line 23, at end insert—

      ‘(3A) In subsection (3), after paragraph (g) insert—

        “(h) the payment of a commission which is permitted by the Companies Acts,

        (i) indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue),

        (j) representations or warranties given by a company in connection with any issue of shares in its capital,

        (k) the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.”.’.


Margaret Hodge

111

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


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

431

Clause 577, page 283, leave out lines 25 and 26.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

432

Clause 577, page 283, line 26, at end insert—

      ‘(3) Where a limited company purchases its own shares, the shares may be paid for in cash or non-cash consideration.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

461

Clause 580, page 286, line 15, leave out ‘private’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

473

Clause 584, page 289, line 17, at end add—

      ‘( ) Leave out subsection 185(5) of that Act (failure to prepare share certificates, etc.) and insert—

      “(5) If default is made in complying with subsection (1), an offence is committed by every officer of the company who is in default.

      (5A) 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, on continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.”.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

455

Clause 586, page 291, line 26, at end add—

      ‘(8) Where a company proposes to redenominate its share capital or any class of its share capital into another currency pursuant to this section it may by the same resolution convert any share premium account, capital redemption reserve or redenomination reserve into the same currency at the same time and at the same rate of exchange.’.


Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

475

Clause 590, page 292, line 42, after ‘passed’, insert ‘on the same day as or’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

476

Clause 590, page 292, line 42, leave out ‘resolution effecting the’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

477

Clause 590, page 292, line 43, after ‘redenomination’, insert ‘taking effect’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

474

Clause 590, page 293, line 2, leave out ‘10%’ and insert ‘25%’.


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.’.


 
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Prepared: 6 July 2006