| Company Law Reform Bill [Lords] - continued | House of Commons |
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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.’. Deposit of debentures to secure advances Margaret Hodge NC257 To move the following Clause:— ‘Where a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not treated as redeemed by reason only of the company’s account having ceased to be in debit while the debentures remained so deposited.’. Priorities where debentures secured by floating charge Margaret Hodge NC258 To move the following Clause:— ‘(1) This section applies where debentures of a company registered in England and Wales or Northern Ireland are secured by a charge that, as created, was a floating charge. (2) If possession is taken by or on behalf of the holders of the debentures of any property comprised in or subject to the charge, and the company is not at that time in the course of being wound up, the company’s preferential debts shall be paid out of assets coming to the hands of the persons taking possession in priority to any claims for principal or interest in respect of the debentures. (3) “Preferential debts”
means the categories of debts listed in Schedule 6 to the For the purposes of that Schedule “the relevant date” is the date of possession being taken as mentioned in subsection (2). (4) Payments under this section shall be recouped, as far as may be, out of the assets of the company available for payment of general creditors.’. Share certificate to be evidence of title Margaret Hodge NC259 To move the following Clause:— ‘(1) In the case of a company registered in England and Wales or Northern Ireland, a certificate under the common seal of the company specifying any shares held by a member is prima facie evidence of his title to the shares. (2) In the case of a company registered in Scotland— (a) a certificate under the common seal of the company specifying any shares held by a member, or (b) a certificate specifying
any shares held by a member and subscribed by the company in accordance
with the is sufficient evidence, unless the contrary is shown, of his title to the shares.’. Duty of company as to issue of certificates etc on allotment Margaret Hodge NC260 To move the following Clause:— ‘(1) A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and have ready for delivery— (a) the certificates of the shares allotted, (b) the debentures allotted, or (c) the certificates of the debenture stock allotted. (2) Subsection (1) does not apply— (a) if the conditions of issue of the shares, debentures or debenture stock provide otherwise, (b) in the case of allotment to a financial institution (see section (Issue of certificates etc: allotment or transfer to financial institution)), or (c) in the case of an allotment of shares if, following the allotment, the company has issued a share warrant in respect of the shares (see section (Issue and effect of share warrant to bearer)). (3) If default is made in complying with subsection (1) an offence is committed by every officer of the company who is in default. (4) 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.’. Registration of transfer Margaret Hodge NC261 To move the following Clause:— ‘(1) A company may not register a transfer of shares in or debentures of the company unless— (a) a proper instrument of transfer has been delivered to it, or (b) the transfer— (i) is an exempt transfer within the (ii) is in accordance with regulations under Chapter (Evidencing and transfer of title to securities without written instrument) of this Part. This applies notwithstanding anything in the company’s articles. (2) Subsection (1) does not affect any power of the company to register as shareholder or debenture holder a person to whom the right to any shares in or debentures of the company has been transmitted by operation of law.’. Procedure on transfer being lodged Margaret Hodge NC262 To move the following Clause:— ‘(1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either— (a) register the transfer, or (b) give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it. (2) If the company refuses to register the transfer, it must provide the transferee with such further information about the reasons for the refusal as the transferee may reasonably request. This does not include copies of minutes of meetings of directors. (3) If a company fails to comply with this section, 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 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. (5) This section does not apply— (a) in relation to a transfer of shares if the company has issued a share warrant in respect of the shares (see section (Issue and effect of share warrant to bearer)); (b) in relation to the transmission of shares or debentures by operation of law.’. Transfer of shares on application of transferor Margaret Hodge NC263 To move the following Clause:— ‘On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee.’. Execution of share transfer by personal representative Margaret Hodge NC264 To move the following Clause:— ‘An instrument of transfer of the share or other interest of a deceased member of a company— (a) may be made by his personal representative although the personal representative is not himself a member of the company, and (b) is as effective as if the personal representative had been such a member at the time of the execution of the instrument.’. Evidence of grant of probate etc Margaret Hodge NC265 To move the following Clause:— ‘(1) The production to a company of any document that is by law sufficient evidence of the grant of— (a) probate of the will of a deceased person, (b) letters of administration of the estate of a deceased person, or (c) confirmation as executor of a deceased person, shall be accepted by the company as sufficient evidence of the grant. (2) This has effect notwithstanding anything in the company’s articles.’. Certification of instrument of transfer Margaret Hodge NC266 To move the following Clause:— ‘(1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on their face show a prima facie title to the shares or debentures in the transferor named in the instrument. (2) The certification is not to be taken as a representation that the transferor has any title to the shares or debentures. (3) Where a person acts on the faith of a false certification by a company made negligently, the company is under the same liability to him as if the certification had been made fraudulently. (4) For the purposes of this section— (a) an instrument of transfer is certificated if it bears the words “certificate lodged” (or words to the like effect); (b) the certification of an instrument of transfer is made by a company if— (i) the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company’s behalf, and (ii) the certification is signed by a person authorised to certificate transfers on the company’s behalf or by an officer or employee either of the company or of a body corporate so authorised; (c) a certification is treated as signed by a person if— (i) it purports to be authenticated by his signature or initials (whether handwritten or not), and (ii) it is not shown that the signature or initials was or were placed there neither by himself nor by a person authorised to use the signature or initials for the purpose of certificating transfers on the company’s behalf.’. Duty of company as to issue of certificates etc on transfer Margaret Hodge NC267 To move the following Clause:— ‘(1) A company must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery— (a) the certificates of the shares transferred, (b) the debentures transferred, or (c) the certificates of the debenture stock transferred. (2) For this purpose a “transfer” means— (a) a transfer duly stamped and otherwise valid, or (b) an exempt transfer within
the but does not include a transfer that the company is for any reason entitled to refuse to register and does not register. (3) Subsection (1) does not apply— (a) if the conditions of issue of the shares, debentures or debenture stock provide otherwise, (b) in the case of a transfer to a financial institution (see section (Issue of certificates etc: allotment or transfer to financial institution)), or (c) in the case of a transfer of shares if, following the transfer, the company has issued a share warrant in respect of the shares (see section (Issue and effect of share warrant to bearer)). (4) Subsection (1) has effect subject to section (Issue
of certificates etc: cases within the Stock Transfer Act 1982) (cases
where the (5) If default is made in complying with subsection (1) an offence is committed by 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 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.’. Issue of certificates etc: cases within the Stock Transfer Act 1982 Margaret Hodge NC268 To move the following Clause:— ‘(1) Section (Duty of company as to issue of certificates
etc on transfer)(1) (duty of company as to issue of certificates etc
on transfer) does not apply in the case of a transfer to a person where,
by virtue of regulations under section 3 of the (2) But if in such a case the transferee— (a) subsequently becomes entitled to such a certificate or other document by virtue of any provision of those regulations, and (b) gives notice in writing of that fact to the company, section (Duty of company as to issue of certificates etc on transfer) (duty to company as to issue of certificates etc) has effect as if the reference in subsection (1) of that section to the date of the lodging of the transfer were a reference to the date of the notice.’. Issue of certificates etc: allotment or transfer to financial institution Margaret Hodge NC269 To move the following Clause:— ‘(1) A company— (a) of which shares or debentures are alloted to a financial institution, (b) of which debenture stock is allotted to a financial institution, or (c) with which a transfer for transferring shares, debentures or debenture stock to a financial institution is lodged, is not required in consequence of that allotment or transfer to comply with section (Duty of company as to issue of certificates etc on allotment)(1) or (Duty of company as to issue of certificates etc on transfer)(1) (duty of company as to issue of certificates etc). (2) A “financial institution” means— (a) a recognised clearing house acting in relation to a recognised investment exchange, or (b) a nominee of— (i) a recognised clearing house acting in that way, or (ii) a recognised investment exchange, designated for the purposes of this section in the rules of the recognised investment exchange in question. (3) Expressions used in subsection
(2) have the same meaning as in Part 18 of the Issue and effect of share warrant to bearer Margaret Hodge NC270 To move the following Clause:— ‘(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share warrant”) stating that the bearer of the warrant is entitled to the shares specified in it. (2) A share warrant issued under
the company’s common seal or (in the case of a company registered
in Scotland) subscribed in accordance with the (3) A company that issues a share warrant may, if so authorised by its articles, provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant.’. Duty of company as to issue of certificates on surrender of share warrant Margaret Hodge NC271 To move the following Clause:— ‘(1) A company must, within two months of the surrender of a share warrant for cancellation, complete and have ready for delivery the certificates of the shares specified in the warrant. (2) Subsection (1) does not apply if the company’s articles provide otherwise. (3) If default is made in complying with subsection (1) an offence is committed by 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.’. Offences in connection with share warrants (Scotland) Margaret Hodge NC272 To move the following Clause:— ‘(1) If in Scotland a person— (a) with intent to defraud, forges or alters, or offers, utters, disposes of, or puts off, knowing the same to be forged or altered, any share warrant or coupon, or any document purporting to be a share warrant or coupon issued in pursuance of this Act, or (b) by means of any such forged or altered share warrant, coupon or document— (i) demands or endeavours to obtain or receive any share or interest in a company under this Act, or (ii) demands or endeavours to receive any dividend or money payment in respect of any such share or interest, knowing the warrant, coupon or document to be forged or altered, he commits an offence. (2) If in Scotland a person without lawful authority or excuse (of which proof lies on him)— (a) engraves or makes on any plate, wood, stone, or other material, any share warrant or coupon purporting to be— (i) a share warrant or coupon issued or made by any particular company in pursuance of this Act, or (ii) a blank share warrant or coupon so issued or made, or (iii) a part of such a share warrant or coupon, or (b) uses any such plate, wood, stone, or other material, for the making or printing of any such share warrant or coupon, or of any such blank share warrant or coupon or of any part of such a share warrant or coupon, or (c) knowingly has in his custody or possession any such plate, wood, stone, or other material, he commits an offence. (3) A person guilty of an offence under subsection (1) is liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding level 5 on the standard scale (or both). (4) A person guilty of an offence under subsection (2) is liable— (a) on conviction on indictment, to imprisonment for a term not exceeding seven years or a fine (or both); (b) on summary conviction, to imprisonment for a term not exceeding six months or a fine not exceeding the statutory maximum (or both).’. Issue of certificates etc: court order to make good default Margaret Hodge NC273 To move the following Clause:— ‘(1) If a company on which a notice has been served requiring it to make good any default in complying with— (a) section (Duty of company as to issue of certificates etc on allotment)(1) (duty of company as to issue of certificates etc on allotment), (b) section (Duty of company as to issue of certificates etc on transfer)(1) (duty of company as to issue of certificates etc on transfer), or (c) section (Duty of company as to issue of certificates etc on surrender of share warrant)(1) (duty of company as to issue of certificates etc on surrender of share warrant), fails to make good the default within ten days after service of the notice, the person entitled to have the certificates or the debentures delivered to him may apply to the court. (2) The court may on such an application make an order directing the company and any officer of it to make good the default within such time as may be specified in the order. (3) The order may provide that all costs (in Scotland, expenses) of and incidental to the application are to be borne by the company or by an officer of it responsible for the default.’. |
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| © Parliamentary copyright 2006 | Prepared: 20 July 2006 |