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

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Personal liability for debts of company

Margaret Hodge

NC428

    To move the following Clause:—

      ‘(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions—

        (a) is a director of a UK company, or

        (b) is involved in the management of a UK company,

      is personally responsible for all debts and other liabilities of the company incurred during that time.

      (2) A person who is personally responsible by virtue of this section for debts and other liabilities of a company is jointly and severally liable in respect of those debts and liabilities with—

        (a) the company, and

        (b) any other person who (whether by virtue of this section or otherwise) is so liable.

      (3) For the purposes of this section a person is involved in the management of a company if he is concerned, whether directly or indirectly, or takes part, in the management of the company.

      (4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—

        (a) the conduct on the basis of which the person became subject to foreign restrictions;

        (b) the nature of the foreign restrictions;

        (c) the country or territory under whose law the foreign restrictions were imposed.

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


Statements from persons subject to foreign restrictions

Margaret Hodge

NC429

    To move the following Clause:—

      ‘(1) The Secretary of State may make provision by regulations requiring a person who—

        (a) is subject to foreign restrictions, and

        (b) is not disqualified under this Part,

      to send a statement to the registrar if he does anything that, if done by a person disqualified under this Part, would be in breach of the disqualification.

      (2) The statement must include such information as may be specified in the regulations relating to—

        (a) the person’s activities in relation to UK companies, and

        (b) the foreign restrictions to which the person is subject.

      (3) The statement must be sent to the registrar within such period as may be specified in the regulations.

      (4) The regulations may make different provision for different cases and may in particular distinguish between cases by reference to—

        (a) the conduct on the basis of which the person became subject to foreign restrictions;

        (b) the nature of the foreign restrictions;

        (c) the country or territory under whose law the foreign restrictions were imposed.

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


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.’.


Statements: whether to be made public

Margaret Hodge

NC431

    To move the following Clause:—

      ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that a statement sent to the registrar of companies under the regulations is to be treated as a record relating to a company for the purposes of section 733 (the companies register).

      (2) The regulations may make provision as to the circumstances in which such a statement is to be, or may be—

        (a) withheld from public inspection, or

        (b) removed from the register.

      (3) The regulations may, in particular, provide that a statement is not to be withheld from public inspection or removed from the register unless the person to whom it relates provides such information, and satisfies such other conditions, as may be specified.

      (4) The regulations may provide that section 751 (note of removal of material from the register) does not apply, or applies with such modifications as may be specified, in the case of material removed from the register under the regulations.

      (5) In this section “specified” means specified in the regulatons.’.


Offences

Margaret Hodge

NC432

    To move the following Clause:—

      ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that it is an offence for a person—

        (a) to fail to comply with a requirement under the regulations to send a statement to the registrar;

        (b) knowingly or recklessly to send a statement under the regulations to the registrar that is misleading, false or deceptive in a material particular.

      (2) The regulations may provide that a person guilty of such an offence is liable—

        (a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

        (b) on summary conviction—

          (i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

          (ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

      (3) In relation to an offence committed before the commencement of section 154(1) of the Criminal Justice Act 2003 (c. 44), for “twelve months” in subsection (2)(b)(i) substitute “six months”.’.


Power to require information about exercise of voting rights

Margaret Hodge

NC433

    To move the following Clause:—

      ‘(1) The Treasury or the Secretary of State may make provision by regulations requiring institutions to which this section applies to provide information about the exercise of voting rights attached to shares to which this section applies.

      (2) This power is exercisable in accordance with—

      section (Institutions to which information provisions apply) (institutions to which information provisions apply),

      section (Shares to which information provisions apply) (shares to which information provisions apply), and

      section (Obligations with respect to provision of information) (obligations with respect to provision of information).

      (3) In this section and the sections mentioned above—

        (a) references to a person acting on behalf of an institution include—

          (i) any person to whom authority has been delegated by the institution to take decisions as to any matter relevant to the subject matter of the regulations, and

          (ii) such other persons as may be specified; and

        (b) “specified” means specified in the regulations.

      (4) The obligation imposed by regulations under this section is enforceable by civil proceedings brought by—

        (a) any person to whom the information should have been provided, or

        (b) a specified regulatory authority.

      (5) Regulations under this section may make different provision for different descriptions of institution, different descriptions of shares and for other different circumstances.

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


Institutions to which information provisions apply

Margaret Hodge

NC434

    To move the following Clause:—

      ‘(1) The institutions to which section (Power to require information about exercise of voting rights) applies are—

        (a) unit trust schemes within the meaning of the Financial Services and Markets Act 2000 (c. 8) in respect of which an order is in force under section 243 of that Act;

        (b) open-ended investment companies incorporated by virtue of regulations under section 262 of that Act;

        (c) companies approved for the purposes of section 842 of the Income and Corporation Taxes Act 1988 (c. 1) (investment trusts);

        (d) pension schemes as defined in section 1(5) of the Pension Schemes Act 1993 (c. 48) or the Pension Schemes (Northern Ireland) Act 1993 (c. 49);

        (e) undertakings authorised under the Financial Services and Markets Act 2000 (c. 8) to carry on long-term insurance business (that is, the activity of effecting or carrying out contracts of long term insurance within the meaning of the Financial Services and Markets (Regulated Activities) Order 2001);

        (f) collective investment schemes that are recognised by virtue of section 270 of that Act (schemes authorised in designated countries or territories).

      (2) Regulations under that section may—

        (a) provide that the section applies to other descriptions of institution;

        (b) provide that the section does not apply to a specified description of institution.

      (3) The regulations must specify by whom, in the case of any description of institution, the duty imposed by the regulations is to be fulfilled.’.


Shares to which information provisions apply

Margaret Hodge

NC435

    To move the following Clause:—

      ‘(1) The shares to which section (Institutions to which information provisions apply) applies are shares—

        (a) of a description traded on a specified market, and

        (b) in which the institution has, or is taken to have, an interest.

      Regulations under that section may provide that the section does not apply to shares of a specified description.

      (2) For this purpose an institution has an interest in shares if the shares, or a depositary certificate in respect of them, are held by it, or on its behalf.

      A “depositary certificate” means an instrument conferring rights (other than options)—

      (a) in respect of shares held by another person, and

      (b) the transfer of which may be effected without the consent of that person.

      (3) Where an institution has an interest—

        (a) in a specified description of collective investment scheme (within the meaning of the Financial Services and Markets Act 2000 (c. 8)), or

        (b) in any other specified description of scheme or collective investment vehicle,

      it is taken to have an interest in any shares in which that scheme or vehicle has or is taken to have an interest.

      (4) For this purpose a scheme or vehicle is taken to have an interest in shares if it would be regarded as having such an interest in accordance with subsection (2) if it was an institution to which section (Institutions to which information provisions apply) applied.


Obligations with respect to provision of information

Margaret Hodge

NC436

    To move the following Clause:—

      ‘(1) Regulations under section (Power to require information about exercise of voting rights) may require the provision of specified information about—

        (a) the exercise or non-exercise of voting rights by the institution or any person acting on its behalf,

        (b) any instructions given by the institution or any person acting on its behalf as to the exercise or non-exercise of voting rights, and

        (c) any delegation by the institution or any person acting on its behalf of any functions in relation to the exercise or non-exercise of voting rights or the giving of such instructions.

      (2) The regulations may require information to be provided in respect of specified occasions or specified periods.

      (3) Where instructions are given to act on the recommendations or advice of another person, the regulations may require the provision of information about what recommendations or advice were given.

      (4) The regulations may require information to be provided—

        (a) in such manner as may be specified, and

        (b) to such persons as may be specified, or to the public, or both.

      (5) The regulations may provide—

        (a) that an institution may discharge its obligations under the regulations by referring to information disclosed by a person acting on its behalf, and

        (b) that in such a case it is sufficient, where that other person acts on behalf of more than one institution, that the reference is to information given in aggregated form, that is—

          (i) relating to the exercise or non-exercise by that person of voting rights on behalf of more than one institution, or

          (ii) relating to the instructions given by that person in respect of the exercise or non-exercise of voting rights on behalf of more than one institution, or

          (iii) relating to the delegation by that person of functions in relation to the exercise or non-exercise of voting rights, or the giving of instructions in respect of the exercise or non-exercise of voting rights, on behalf of more than one institution.

      (6) References in this section to instructions are to instructions of any description, whether general or specific, whether binding or not and whether or not acted upon.’.


Directors to have regard to interests of employees

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC1

    To move the following Clause:—

      ‘(1) The matters to which the directors of a company are to have regard in the performance of their functions include the interests of the company’s employees in general, as well as the interests of its members.

      (2) Accordingly, the duty imposed by this section on the directors is owed by them to the company (and the company alone) and is enforceable in the same way as any other fiduciary duty owed to a company by its directors.

      (3) This section applies to shadow directors as it it does to directors.’.


Names and addresses of members of companies: company application

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC2

    To move the following Clause:—

      ‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

      (2) The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation (“a serious risk”).

      (3) Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company’s members’ usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“a company member’s confidentiality order”) in relation to the company.

      (4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

      (5) At any time when a company member’s confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances.

      (6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.

      (7) The Secretary of State may at any time revoke a company members confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.’.


Names and addresses of members of companies: individual application

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC3

    To move the following Clause:—

      ‘(1) Subject to the provisions of this section, an individual may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.

      (2) The condition referred to in subsection (1) above is that the individual—

        (a) is or proposes to become a member of a relevant company; and

        (b) considers that the availability for inspection by members of the public of particulars of his name and usual residential or business address creates, or (if an order is not made under this section) is likely to create, a serious risk that he or a person who lives with him or an employee of his will be subjected to violence, intimidation or criminal activity (“a serious risk”).

      (3) Where, on an application made by an individual under this section, the Secretary of State is satisified that the availability for inspection by members of the public of the particulars of the individual’s usual residential address creates or (if an order is not made under this section) is likely to create a serious risk that the individual, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“an individual member’s confidentiality order”) in relation to him.

      (4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.

      (5) At any time when an individual member’s confidentiality order is in force in relation to an individual the name and address of the individual in the register of members of the company which is the subject of the confidentiality order shall not be disclosed to any person who may request either company or Companies House disclosure of such name and address save in prescribed circumstances.

      (6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.

      (7) The Secretary of State may at any time revoke an individual member’s condidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.’.


Entries relating to former members

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC4

    To move the following Clause:—

      ‘The provisions of this Chapter apply to the separate register as they apply to the register, with any necessary modifications.’.


Auditors report on business reviews

David Howarth
Lorely Burt
Mark Hunter

NC21

    To move the following Clause:—

      ‘(1) A business review must—

        (a) state whether it has been prepared in accordance with relevant reporting standards, and

        (b) contain particulars of, and reasons for, any departure from such standards.

      (2) The auditors must state in their report—

        (a) whether in their opinion the information given in the business review for the financial year for which the annual accounts are prepared is consistent with those accounts; and

        (b) whether any matters have come to their attention, in the performance of their functions as auditors of the company, which in their opinion are inconsistent with the information given in the operating and financial review.

      (3) In this section, “reporting standards” means statements of standard reporting practice which—

        (a) relate to business reviews, and

        (b) are issued by a body or bodies specified in an order made by the Secretary of State.

      (4) References in this section to relevant reporting standards, in relation to a company’s business review, are to such standards as are, in accordance with their terms, applicable to the company’s circumstances and to the review.

      (5) Where or the extent that the directors of a company have complied with a reporting standard, they are presumed (unless the contrary is proved) to have complied with the corresponding requirements of this Part relating to the contents of a business review.’.


Optional regime for membership register

David Howarth
Lorely Burt
Mark Hunter

NC22

    To move the following Clause:—

      ‘(1) A company may by special resolution exempt itself from any obligation under sections 115 to 117 to allow the inspection of its membership register or to supply a copy of the register or any part of it as long as it undertakes to pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company’s members.

      (2) The company may charge a reasonable fee for sending a message or documentation under subsection (1).

      (3) Where the company has made an undertaking under subsection (1) and has failed to carry it out, 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) In the case of any such refusal or default the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made.’.


Guidance on interpretation of directors duties

Jim Cousins
Patrick Hall

NC27

    To move the following Clause:—

      ‘(1) The Secretary of State shall from time to time publish binding statutory guidance as to the interpretation of the duties imposed on directors by section 158.

      (2) Before publishing the guidance referred to in subsection (1), the Secretary of State shall consult such persons or bodies as he considers relevant.’.


Annual general meeting of private company

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC31

    To move the following Clause:—

      ‘A private company is not required to hold an annual general meeting but section 312 shall apply to a private company if it decides to call an annual general meeting.’.


Rectification of the register without court order

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC32

    To move the following Clause:—

      ‘(1) The Secretary of State may by regulations make provision for the registrar, on application, to remove from the register any material that derives either from anything done without the authority of the company or from something that is forged.

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


Guidance on content of the business review

Mr Keith Vaz

NC33

    To move the following Clause:—

      ‘(1) The Secretary of State shall from time to time publish binding, statutory guidance as to the information of each kind mentioned in section 399(4A) to be included in the business review.

      (2) Before publishing the guidance referred to in subsection (1), the Secretary of State shall consult such persons or bodies as he considers relevant.’.


Civil actions and foreign subsidiaries

Mr Keith Vaz

NC34

    To move the following Clause:—

      ‘(1) For this purposes of this section—

      “parent jurisdiction” means the jurisdiction within the United Kingdom in which the parent company is incorporated or (as the case may be) registered;

      “relevant claim” means any claim by any natural person against a relevant subsidiary in respect of personal injury suffered by the claimant outside the United Kingdom;

      “relevant person” means any body corporate incorporated in the United Kingdom or incorporated outside the United Kingdom but required to register a branch or place of business in the United Kingdom;

      “relevant subsidiary” means a subsidiary of a relevant parent which is incorporated outside of the United Kingdom.

      (2) The courts of the parent jurisdiction shall have jurisdiction to determine whether a parent company and its relevant subsidiary shall be jointly and severally liable in respect of any relevant claim pursuant to subsection (3) below.

      (3) In the event that any relevant subsidiary is held liable (whether under this section or otherwise and whether in the courts of the United Kingdom or otherwise) in respect of any relevant claim, any parent company will be jointly and severally liable and that relevant subsidiary in respect of that claim if—

        (a) the parent company—

          (i) was aware or ought reasonably to have been aware of the conduct by the relevant subsidiary which gave rise to the relevant claim;

          (ii) could reasonably foresee that such conduct would give rise to the type of damage which is the subject matter of that claim; and

          (iii) except where a relevant subsidiary is held strictly liable for the consequences of any escape or emission (in which case this paragraph shall not apply), had sufficient opportunity and time in which to take reasonable steps to prevent the loss or injury which is the subject of the relevant claim, but failed to do so; and

        (b) the conduct of the relevant subsidiary which gave rise to the relevant claim would have given rise to some liability (of any kind) on the part of the parent company to that claimant if the parent company had undertaken that conduct itself.’.


Power to extend provisions relating to markets operated by recognised investment exchanges

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC35

    To move the following Clause:—

      ‘(1) The Secretary of State may by regulations extend the application of the provisions mentioned in subsection (2) to any market (specified by name or description), or to the shares of a company admitted to trading on such market, which—

        (a) is not a market operated by a recognised investment exchange, but

        (b) is a multilateral trading facility (or, assuming compliance with the provisions of Title II of the Directive (authorisation and operating conditions) would be such a facility).

      (2) The provisions mentioned in subsection (1) are—

        (a) section 180 of this Act (exceptions relating to substantial property transactions);

        (b) paragraph 49 of Part 2 of Schedule 2 to this Act (specified descriptions of disclosure by Takeover Panel);

        (c) section 162ZC of the Companies Act 1985 (treatment of shares purchased by a company);

        (d) section 163 of the Companies Act 1985 (definitions of “off-market” and “market” purchase); and

        (e) section 155 of the Companies Act 1989 (default rules in relation to “market contracts”).

      (3) In this section—

      “the Directive” means Directive 2004/39 of the European Parliament and the Council of 21 April 2004 on markets in financial instruments;

      “multilateral trading facility” has the same meaning as in Article 4(15) of the Directive;

      “recognised investment exchange” has the same meaning as in Part 18 of the Financial Services and Markets Act 2000 (c. 8), within the meaning of the provisions mentioned in subsection (2).

      (4) Regulations under this section may provide for the application of the provisions mentioned in subsection (2) subject to any adaptations appearing to the Secretary of State to be necessary or expedient.

      (5) In subsection (1)(b) the words “(or, assuming compliance with the provisions of Title II of the Directive (authorisation and operating conditions) would be such a facility)” shall cease to have effect on such day as the Secretary of State may by order appoint.

      (6) The power to make regulations or an order under this section is exercisable by statutory instrument.

      (7) A statutory instrument containing—

        (a) regulations under this section, or

        (b) an order under subsection (5),

      shall be subject to the negative 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.”.’.


Publication of information about exercising of voting rights

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

NC438

    To move the following Clause:—

      ‘Institutions to which section [Power to require information about exercise of voting rights] applies shall publicise, on their website in relation to each opportunity that they have to exercise voting rights attached to shares to which that section applies, whether or not they have exercised such voting rights.’.


Margaret Hodge

NS1

    To move the following Schedule:—

  Meaning of “subsidiary” etc: supplementary provisions

    Introduction

1 The provisions of this Part of this Schedule explain expressions used in section (Meaning of “subsidiary” etc) (meaning of “subsidiary” etc) and otherwise supplement that section.

    Voting rights in a company

2 In section (Meaning of “subsidiary” etc)(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.

    Right to appoint or remove a majority of the directors

    3 (1) In section (Meaning of “subsidiary” etc)(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters.

    (2) A company shall be treated as having the right to appoint to a directorship if—

      (a) a person’s appointment to it follows necessarily from his appointment as director of the company, or

      (b) the directorship is held by the company itself.

    (3) A right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

    Rights exercisable only in certain circumstances or temporarily incapable of exercise

    4 (1) Rights which are exercisable only in certain circumstances shall be taken into account only—

      (a) when the circumstances have arisen, and for so long as they continue to obtain, or

      (b) when the circumstances are within the control of the person having the rights.

    (2) Rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

    Rights held by one person on behalf of another

5 Rights held by a person in a fiduciary capacity shall be treated as not held by him.

    6 (1) Rights held by a person as nominee for another shall be treated as held by the other.

    (2) Rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

    Rights attached to shares held by way of security

7 Rights attached to shares held by way of security shall be treated as held by the person providing the security—

      (a) where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions, and

      (b) where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

    Rights attributed to holding company

    8 (1) Rights shall be treated as held by a holding company if they are held by any of its subsidiary companies.

    (2) Nothing in paragraph 6 or 7 shall be construed as requiring rights held by a holding company to be treated as held by any of its subsidiaries.

    (3) For the purposes of paragraph 7 rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—

      (a) any subsidiary or holding company of that company, or

      (b) any subsidiary of a holding company of that company.

    Disregard of certain rights

9 The voting rights in a company shall be reduced by any rights held by the company itself.

    Supplementary

10 References in any provision of paragraphs 5 to 9 to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.’.


Margaret Hodge

114

Schedule 9, page 509, line 17, at end insert—

‘authorised signatory section (Authorised signatories)’.

Margaret Hodge

453

Schedule 9, page 512, leave out line 22.

Margaret Hodge

454

Schedule 9, page 517, line 22, at end insert—

‘small companies regime, for accounts and reports section 363’.

Margaret Hodge

115

Schedule 9, page 514, line 32, leave out ‘section 362 of the 1985 Act’ and insert ‘section (Overseas branch registers)(1)’.

Margaret Hodge

310

Schedule 9, page 515, line 36, at end insert—

‘qualifying pension scheme indemnity provision (in Chapter 7 of Part 10) section (Qualifying pension scheme indemnity provision)’.

Mr Jonathan Djanogly
Mr Crispin Blunt
James Brokenshire

353

Schedule 16, page 543, line 30, at end insert ‘in section 153(3)(d), the words “or purchase”.’.


Margaret Hodge

524

Title, line 3, after ‘about’ insert ‘directors’ disqualification,’.

ORDERS OF THE HOUSE [6TH JUNE AND 5TH JULY 2006]

       That the following provisions shall apply to the Company Law Reform Bill [Lords]:

Committal

        1. The Bill shall be committed to a Standing Committee.

Proceedings in Standing Committee

        2. Proceedings in the Standing Committee shall (so far as not previously concluded) be brought to a conclusion on Thursday 20th July 2006.

        3. The Standing Committee shall have leave to sit twice on the first day on which it meets.

Consideration and Third Reading

        4. Proceedings on consideration shall (so far as not previously concluded) be brought to a conclusion one hour before the moment of interruption on the day on which those proceedings are commenced.

        5. Proceedings on consideration shall (so far as not previously concluded be brought to a conclusion at the moment of interruption on that day.

        6. Standing Order No. 83B (Programming committees) shall not apply to proceedings on consideration and Third Reading.

Other proceedings

        7. Any other proceedings on the Bill (including any proceedings on consideration of any message from the Lords) may be programmed.


ORDERS OF THE COMMITTEE [20TH JUNE AND 6TH JULY 2006]

       That—

        (1) during proceedings on the Company Law Reform Bill [Lords] the Standing Committee shall (in addition to its first meeting at 9.00 a.m. on Thursday 15th June) meet—

        (a) at 1.00 p.m. on Thursday 15th June;

        (b) at 10.30 a.m. and 4.30 p.m. on Tuesday 20th June;

        (c) at 9.00 a.m. and 1.00 p.m. on Thursday 22nd June;

        (d) at 10.30 a.m. and 4.30 p.m. on Tuesday 27th June;

        (e) at 9.00 a.m. and 1.00 p.m. on Thursday 29nd June;

        (f) at 10.30 a.m. and 4.30 p.m. on Tuesday 4th July;

        (g) at 9.00 a.m. and 1.00 p.m. on Thursday 6th July;

        (h) at 10.30 a.m. and 4.30 p.m. on Tuesday 11th July;

        (i) at 9.00 a.m. and 1.00 p.m. on Thursday 13th July;

        (j) at 10.30 a.m. and 4.30 p.m. on Tuesday 18th July;

        (k) at 9.00 a.m. and 12.30 p.m. on Thursday 20th July;

        (2) the proceedings shall be taken in the following order: Clauses 1 to 137; Clauses 253 to 361; Clauses 604 to 641; Clauses 676 to 680; Clauses 694 to 777; Schedule 4; Clauses 778 to 795; Schedules 5 to 7; Clauses 796 to 806; Schedule 8; Clauses 807 to 812; Clauses 821 to 846; Schedule 10; Clauses 847 to 849; Schedule 11; Clauses 850 to 871; Schedule 12; Clauses 872 to 881; Schedule 13; Clauses 882 to 893; Schedule 14; Clauses 894 to 901; Schedule 15; Clauses 902 to 919; Clauses 921 to 925; Clauses 139 to 238; Schedule 1; Clauses 239 to 252; Clauses 362 to 529; Clauses 642 to 648; Schedule 2; Clauses 649 to 675; Schedule 3; Clauses 530 to 603; Clauses 681 to 693; Clause 138; new Clauses; new Schedules; Clauses 813 and 814; Schedule 9; Clauses 815 to 820; Clause 920; Schedule 16; remaining proceedings on the Bill;

        (3) the proceedings shall (so far as not previously concluded) be brought to a conclusion at 2.00 p.m. on Thursday 20th July.


 
 
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Prepared: 20 July 2006