| Company Law Reform Bill [Lords] - continued | House of Commons |
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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.’. 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 Effect of provisions of articles as to enjoyment or exercise of members’ rights Margaret Hodge NC36 To move the following Clause:— ‘(1) This section applies where provision is made by a company’s articles enabling a member to nominate another person or persons as entitled to enjoy or exercise all or any specified rights of the member in relation to the company. (2) So far as is necessary to give effect to that provision, anything required or authorised by any provision of the Companies Acts to be done by or in relation to the member shall instead be done, or (as the case may be) may instead be done, by or in relation to the nominated person (or each of them) as if he were a member of the company. (3) This applies, in particular, to the rights conferred by— (a) sections 274 and 276 (right to be sent proposed written resolution); (b) section 275 (right to require circulation of written resolution); (c) section 286 (right to require directors to call general meeting); (d) section 293 (right to notice of general meetings); (e) section 297 (right to require circulation of a statement); (f) section 307 (right to appoint proxy to act at meeting); (g) section 321 (right to require circulation of resolution for AGM of public company); and (h) section 405 (right to be sent a copy of annual accounts and reports). (4) This section and any such provision as is mentioned in subsection (1)— (a) do not confer rights enforceable against the company by anyone other than the member, and (b) do not affect the requirements for an effective transfer or other disposition of the whole or part of a member’s interest in the company.’. Traded companies: nomination of person to enjoy information rights Margaret Hodge NC37 To move the following Clause:— ‘(1) This section applies to a company whose shares are admitted to trading on a regulated market. (2) A member of such a company who holds shares on behalf of another person may nominate that person to enjoy information rights. (3) “Information rights” means— (a) the right to receive a copy of all communications that the company sends to its members generally or to any class of its members that includes the person making the nomination, and (b) the rights conferred by— (i) section 415 or 416 (right to require copies of accounts and reports), and (ii) section 797 (right to require hard copy version of document or information provided in another form). (4) A company need not act on a nomination purporting to relate to certain information rights only.’. Information rights: form in which copies to be provided Margaret Hodge NC38 To move the following Clause:— ‘(1) This section applies as regards the form in which copies are to be provided to a person nominated under section (Traded companies: nomination of person to enjoy information rights) (nomination of person to enjoy information rights). (2) If the person to be nominated wishes to receive hard copy communications, he must— (a) request the person making the nomination to notify the company of that fact, and (b) provide an address to which such copies may be sent. This must be done before the nomination is made. (3) If having received such a request the person making the nomination— (a) notifies the company that the nominated person wishes to receive hard copy communications, and (b) provides the company with that address, the right of the nominated person is to receive hard copy communications accordingly. (4) This is subject to the provisions of Parts 3 and 4 of Schedule 7 (communications by traded company) under which the company may take steps to enable it to communicate in electronic form or by means of a website. (5) If no such notification is given (or no address is provided), the nominated person is taken to have agreed that documents or information may be sent or supplied to him by the company by means of a website. (6) That agreement— (a) may be revoked by the nominated person, and (b) does not affect his right under section 797 to require a hard copy version of a document or information provided in any other form.’. Termination or suspension of nomination Margaret Hodge NC39 To move the following Clause:— ‘(1) The following provisions have effect in relation to a nomination under section (Traded companies: nomination of person to enjoy information rights) (nomination of person to enjoy information rights). (2) The nomination may be terminated at the request of the member or of the nominated person. (3) The nomination ceases to have effect on the occurrence in relation of the member or the nominated person of any of the following— (a) in the case of an individual, death or bankruptcy; (b) in the case of a body corporate, dissolution or the making of an order for the winding up of the body otherwise than for the purposes of reconstruction. (4) In subsection (3)— (a) the reference to bankruptcy includes— (i) the sequestration of a person’s estate, and (ii) a person’s estate being the subject of a protected
trust deed (within the meaning of the (b) the reference to the making of an order for winding up is to— (i) the making of such an order under the (ii) any corresponding proceeding under the law of a country or territory outside the United Kingdom. (5) The effect of any nominations made by a member is suspended at any time when there are more nominated persons than the member has shares in the company. (6) Where— (a) the member holds different classes of shares with different information rights, and (b) there are more nominated persons than he has shares conferring a particular right, the effect of any nominations made by him is suspended to the extent that they confer that right. (7) Where the company— (a) enquires of a nominated person whether he wishes to retain information rights, and (b) does not receive a response within the period of 28 days beginning with the date on which the company’s enquiry was sent, the nomination ceases to have effect at the end of that period. Such an enquiry is not to be made of a person more than once in any twelve- month period. (8) The termination or suspension of a nomination means that the company is not required to act on it. It does not prevent the company from continuing to do so, to such extent or for such period as it thinks fit.’. Information as to possible rights in relation to voting Margaret Hodge NC40 To move the following Clause:— ‘(1) This section applies where a company sends a copy of a notice of a meeting to a person nominated under section (Traded companies: nomination of person to enjoy information rights) (nomination of person to enjoy information rights) (2) The copy of the notice must be accompanied by a statement that— (a) he may have a right under an agreement between him and the member by whom he was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting, or (b) if he has no such right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. (3) Section 308 (notice of meeting to contain statement of member’s rights in relation to appointment of proxy) does not apply to the copy, and the company must either— (a) omit the notice required by that section, or (b) include it but state that it does not apply to the nominated person.’. Information rights: status of rights Margaret Hodge NC41 To move the following Clause:— ‘(1) This section has effect as regards the rights conferred by a nomination under section (Traded companies: nomination of person to enjoy information rights) (nomination of person to enjoy information rights). (2) Enjoyment by the nominated person of the rights conferred by the nomination is enforceable against the company by the member as if they were rights conferred by the company’s articles. (3) Any enactment, and any provision of the company’s articles, having effect in relation to communications with members has a corresponding effect (subject to any necessary adaptations) in relation to communications with the nominated person. (4) In particular— (a) where under any enactment, or any provision of the company’s articles, the members of a company entitled to receive a document or information are determined as at a date or time before it is sent or supplied, the company need not send or supply it to a nominated person— (i) whose nomination was received by the company after that date or time, or (ii) if that date or time falls in a period of suspension of his nomination; and (b) where under any enactment, or any provision of the company’s articles, the right of a member to receive a document or information depends on the company having a current address for him, the same applies to any person nominated by him. (5) The rights conferred by the nomination— (a) are in addition to the rights of the member himself, and (b) do not affect any rights exercisable by virtue of any such provision as is mentioned in section (Effect of provisions of articles as to enjoyment or exercise of members’ rights) (provisions of company’s articles as to enjoyment or exercise of members’ rights). (6) A failure to give effect to the rights conferred by the nomination does not affect the validity of anything done by or on behalf of the company. (7) References in this section to the rights conferred by the nomination are to— (a) the rights referred to in section (Traded companies: nomination of person to enjoy information rights)(3) (information rights), and (b) where applicable, the rights conferred by section (Information rights: form in which copies to be provided)(3) (right to hard copy communications) and section (Information as to possible rights in relation to voting) (information as to possible voting rights).’. |
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| © Parliamentary copyright 2006 | Prepared: 13 July 2006 |