House of Commons - Explanatory Note
          
House of Commons
Session 2005 - 06
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Index to Company Law Reform Bill [HL]


 
INTRODUCTION

BACKGROUND

OVERVIEW OF THE STRUCTURE OF THE BILL

SUMMARY OF LEGISLATIVE CHANGES

TERRITORIAL EXTENT AND DEVOLUTION

PART 1: GENERAL INTRODUCTORY PROVISIONS

PART 2: COMPANY FORMATION

PART 3: A COMPANY'S CONSTITUTION

CHAPTER 1: INTRODUCTORY

CHAPTER 2: ARTICLES OF ASSOCIATION

CHAPTER 3: RESOLUTIONS AND AGREEMENTS AFFECTING A COMPANY'S CONSTITUTION

CHAPTER 4: MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

PART 4: A COMPANY'S CAPACITY AND RELATED MATTERS

PART 5: A COMPANY'S NAME

CHAPTER 1: GENERAL REQUIREMENTS

CHAPTER 2: INDICATIONS OF COMPANY TYPE OR LEGAL FORM

CHAPTER 3: SIMILARITY TO OTHER NAMES

CHAPTER 4: OTHER POWERS OF THE SECRETARY OF STATE

CHAPTER 5: CHANGE OF NAME

CHAPTER 6: TRADING DISCLOSURES

PART 6: A COMPANY'S REGISTERED OFFICE

PART 7: RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS

PART 8: MEMBERS OF A COMPANY

CHAPTER 1: THE MEMBERS OF A COMPANY

CHAPTER 2: REGISTER OF MEMBERS

CHAPTER 3: PROHIBITION ON SUBSIDIARY BEING MEMBER OF ITS HOLDING COMPANY

PART 9: EXERCISE OF MEMBERS' RIGHTS

PART 10: COMPANY DIRECTORS

CHAPTER 1: APPOINTMENT AND REMOVAL OF DIRECTORS

CHAPTER 2: GENERAL DUTIES OF DIRECTORS

COMMENTARY ON INDIVIDUAL DUTIES

CHAPTER 3: DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT

GENERAL INTRODUCTION TO CHAPTERS 4 AND 5

CHAPTER 4: TRANSACTIONS WITH DIRECTORS REQUIRING APPROVAL OF MEMBERS

COMMENTARY

CHAPTER 5: DIRECTORS' SERVICE CONTRACTS

CHAPTER 6: CONTRACTS WITH SOLE MEMBERS WHO ARE DIRECTORS

CHAPTER 7: DIRECTORS' LIABILITIES

CHAPTER 8: DIRECTORS' RESIDENTIAL ADDRESSES: PROTECTION FROM DISCLOSURE

CHAPTER 9: SUPPLEMENTARY PROVISIONS

PART 11: DERIVATIVE CLAIMS AND PROCEEDINGS BY MEMBERS

EXISTING LAW

CHAPTER 1: DERIVATIVE CLAIMS IN ENGLAND AND WALES OR NORTHERN IRELAND

CHAPTER 2: DERIVATIVE PROCEEDINGS IN SCOTLAND

PART 12: COMPANY SECRETARIES

PART 13: RESOLUTIONS AND MEETINGS

CHAPTER 1: GENERAL PROVISIONS ABOUT RESOLUTIONS

CHAPTER 2: WRITTEN RESOLUTIONS

CHAPTER 3: RESOLUTIONS AT MEETINGS

CHAPTER 4: PUBLIC COMPANIES: ADDITIONAL REQUIREMENTS FOR AGMS

CHAPTER 5: ADDITIONAL REQUIREMENTS FOR QUOTED COMPANIES

CHAPTER 6: RECORDS OF RESOLUTIONS AND MEETINGS

CHAPTER 7: SUPPLEMENTARY PROVISIONS

PART 14: CONTROL OF POLITICAL DONATIONS AND EXPENDITURE

COMMENTARY

PART 15: ACCOUNTS AND REPORTS

CHAPTER 1: INTRODUCTION

CHAPTER 2: ACCOUNTING RECORDS

CHAPTER 3: A COMPANY'S FINANCIAL YEAR

CHAPTER 4: ANNUAL ACCOUNTS

CHAPTER 5: DIRECTORS' REPORT

CHAPTER 6: QUOTED COMPANIES: DIRECTORS' REMUNERATION REPORT

CHAPTER 7: PUBLICATION OF ACCOUNTS AND REPORTS

CHAPTER 8: PUBLIC COMPANIES: LAYING OF ACCOUNTS AND REPORTS BEFORE GENERAL MEETING

CHAPTER 9: QUOTED COMPANIES: MEMBERS' APPROVAL OF DIRECTORS' REMUNERATION REPORT

CHAPTER 10: FILING OF ACCOUNTS AND REPORTS

CHAPTER 11: REVISION OF DEFECTIVE ACCOUNTS AND REPORTS

CHAPTER 12: SUPPLEMENTARY PROVISIONS

PART 16: AUDIT

CHAPTER 1: REQUIREMENT FOR AUDITED ACCOUNTS

CHAPTER 2: APPOINTMENT OF AUDITORS

CHAPTER 3: FUNCTIONS OF AUDITORS

CHAPTER 4: REMOVAL, RESIGNATION, ETC OF AUDITORS

CHAPTER 5: QUOTED COMPANIES: RIGHT OF MEMBERS TO RAISE AUDIT CONCERNS AT ACCOUNTS MEETING

CHAPTER 6: AUDITORS' LIABILITY

CHAPTER 7: SUPPLEMENTARY PROVISIONS

PART 17: PRIVATE AND PUBLIC COMPANIES

CHAPTER 1: PROHIBITION OF PUBLIC OFFERS BY PRIVATE COMPANIES

CHAPTER 2: MINIMUM SHARE CAPITAL REQUIREMENT FOR PUBLIC COMPANIES

PART 18: ALLOTMENT OF SHARES

PART 19: SHARE CAPITAL

PART 20: DEBENTURES

PART 21: TRANSFER OF SECURITIES

PART 22: INFORMATION ABOUT INTERESTS IN COMPANY'S SHARES

PART 23: COMPANY'S ANNUAL RETURN

PART 24: TAKEOVERS ETC

CHAPTER 1: THE TAKEOVER PANEL

CHAPTER 2: IMPEDIMENTS TO TAKEOVERS

CHAPTER 3: AMENDMENTS TO COMPANIES ACT 1985

PART 25: COMPANY INVESTIGATIONS

PART 26: DISSOLUTION AND RESTORATION TO THE REGISTER

PART 27: UK COMPANIES NOT FORMED UNDER THE COMPANIES ACTS

CHAPTER 1: COMPANIES NOT FORMED UNDER THE COMPANIES ACTS BUT AUTHORISED TO REGISTER

CHAPTER 2: UNREGISTERED COMPANIES

PART 28: OVERSEAS COMPANIES

PART 29: THE REGISTRAR OF COMPANIES

PART 30: OFFENCES UNDER THE COMPANIES ACTS

PART 31: COMPANIES: SUPPLEMENTARY PROVISIONS

PART 32: COMPANIES: INTERPRETATION

PART 33: COMPANIES: MINOR AMENDMENTS

PART 34: BUSINESS NAMES

CHAPTER 1: RESTRICTED OR PROHIBITED NAMES

CHAPTER 2: DISCLOSURE REQUIRED IN CASE OF INDIVIDUAL OR PARTNERSHIP

CHAPTER 3: SUPPLEMENTARY

PART 35: STATUTORY AUDITORS

CHAPTER 1: INTRODUCTORY

CHAPTER 2: INDIVIDUALS AND FIRMS

CHAPTER 3: AUDITORS GENERAL

CHAPTER 4: THE REGISTER OF AUDITORS ETC

CHAPTER 5: REGISTERED THIRD COUNTRY AUDITORS

CHAPTER 6: SUPPLEMENTARY AND GENERAL

PART 36: TRANSPARENCY OBLIGATIONS AND RELATED MATTERS

PART 37: MISCELLANEOUS PROVISIONS

PART 38: NORTHERN IRELAND

PART 39: GENERAL SUPPLEMENTARY PROVISIONS

PART 40: FINAL PROVISIONS

EFFECT ON PUBLIC EXPENDITURE AND PUBLIC SERVICE MANPOWER

COSTS TO BUSINESS AND REGULATORY IMPACT

EUROPEAN CONVENTION ON HUMAN RIGHTS

ANNEX A: TRANSPOSITION NOTES

ANNEX B: GLOSSARY

 
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Prepared: 26 May 2006