| Company Law Reform Bill [Lords] - continued | House of Commons |
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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.’. Transactions in shares registered in overseas branch register Margaret Hodge NC10 To move the following Clause:— ‘(1) Shares registered in an overseas branch register must be distinguished from those registered in the main register. (2) No transaction with respect to shares registered in an overseas branch register may be registered in any other register. (3) An instrument of transfer of a share registered in an overseas branch register— (a) is regarded as a transfer of property situated outside the United Kingdom, and (b) unless executed in a part of the United Kingdom, is exempt from stamp duty.’. Jurisdiction of local courts Margaret Hodge NC11 To move the following Clause:— ‘(1) A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom— (a) to rectify the register (see section 124), or (b) in relation to a request for inspection or a copy of the register (see section 116). (2) The offences— (a) of refusing inspection or failing to provide a copy of the register (see section 117), and (b) of making a false, misleading or deceptive statement in a request for inspection or a copy (see section 118), may be prosecuted summarily before any tribunal having summary criminal jurisdiction in the country or territory where the register is kept. (3) This section extends only to those countries and territories
to which paragraph 3 of Schedule 14 to the Discontinuance of overseas branch register Margaret Hodge NC12 To move the following Clause:— ‘(1) A company may discontinue an overseas branch register. (2) If it does so all the entries in that register must be transferred— (a) to some other overseas branch register kept in the same country or territory, or (b) to the main register. (3) The company must give notice to the registrar within 14 days of the discontinuance. (4) If default is made in complying with subsection (3), 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 subsection (4) 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.’. UK branch registers of overseas companies Margaret Hodge NC13 To move the following Clause:— ‘(1) This section applies where, by virtue of the law in force in a country or territory to which this section applies, companies incorporated under that law have power to keep in the United Kingdom branch registers of their members resident in the United Kingdom. (2) Her Majesty may by Order in Council direct that— (a) section 113 (register of members to be kept available for inspection), (b) sections 115 to 119 (rights to inspect and request copies), and (c) section 124 (power of court to rectify register), apply to and in relation to such branch registers, subject to any modifications and adaptations specified in the Order, as they apply to and in relation to the registers of companies subject to those sections. (3) The countries and territories to which this section applies are— (a) the Channel Islands and the Isle of Man, and (b) those listed below.
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.’. |
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| © Parliamentary copyright 2006 | Prepared: 20 July 2006 |