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Session 2005-06
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given on

Thursday 13th July 2006

      For other Amendment(s) see the following page(s) of Supplement to Votes: 1737 to 2009

Standing Committee D


Company Law Reform Bill [Lords]


Power to re-issue redeemed debentures

Margaret Hodge

NC256

    To move the following Clause:—

      ‘(1) Where a company has redeemed debentures previously issued, then unless—

        (a) provision to the contrary (express or implied) is contained in the company’s articles or in any contract made by the company, or

        (b) the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures shall be cancelled,

      the company may re-issue the debentures, either by re-issuing the same debentures or by issuing new debentures in their place.

      This subsection is deemed always to have had effect.

      (2) On a re-issue of redeemed debentures the person entitled to the debentures has (and is deemed always to have had) the same priorities as if the debentures had never been redeemed.

      (3) The re-issue of a debenture or the issue of another debenture in its place under this section is treated as the issue of a new debenture for the purposes of stamp duty.

      It is not so treated for the purposes of any provision limiting the amount or number of debentures to be issued.

      (4) A person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect of it, unless he had notice (or, but for his negligence, might have discovered) that the debenture was not duly stamped.

      In that case the company is liable to pay the proper stamp duty and penalty.’.

Statements from persons disqualified

Margaret Hodge

NC430

    To move the following Clause:—

      ‘(1) The Secretary of State may make provision by regulations requiring a statement or notice sent to the registrar of companies under any of the provisions listed below that relates (wholly or partly) to a person who—

        (a) is a person disqualified under this Part, or

        (b) is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 (c. 46) or the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)),

      to be accompanied by an additional statement.

      (2) The provisions referred to above are—

        (a) section 12 (statement of a company’s proposed officers),

        (b) section 152(2) (notice of person having become director),

        (c) section 259 (notice of a person having become secretary or one of joint secretaries), and

        (d) section (Duty to notify registrar of changes)(2) (notice of a person having been appointed an authorised signatory under Part (Authorised signatories).

      (3) The additional statement is a statement that the person has obtained permission from a court, on an application under section (Disqualification of persons subject to foreign restrictions)(5) or (as the case may be) for the purposes of section 1(1)(a) of the Company Directors Disqualification Act 1986 (c. 46) or Article 3(1) of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)), to act in the capacity in question.

      (4) Regulations under this section are subject to affirmative resolution procedure.’.

Distribution out of company share premium account (No. 2)

Mr Quentin Davies

NC437

    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 provided that—

        (a) the directors certify that the proposed distribution in its totality amounts 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 charge,

         T is the tax charge,

         WCR is the working capital requirement, and

         D is the depreciation charge of the company in the relevant
         year; and

        (b) the directors have made a solvency statement in accordance with section 135B of the Companies Act 1985.”.’.

 

NOTICE WITHDRAWN The following Notice has been withdrawn

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 amounts 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 charge,

         T is the tax charge,

         WCR is the working capital requirement, and

         D is the depreciation charge of the company in the relevant
         year; and

        (b) the provisions of sections 570 and 571 are met.”.’.


 
 
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