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| Company Law Reform Bill [Lords]
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| [SECOND AND THIRD sittingS]
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| | Motion made and Question Proposed,
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| | (1) | during proceedings on the Company Law Reform Bill [Lords] the Standing |
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| | Committee shall (in addition to its first meeting at 9.00 a.m. on Thursday 15th |
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| | (a) | at 1.00 p.m. on Thursday 15th June; |
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| | (b) | at 10.30 a.m. and 4.30 p.m. on Tuesday 20th June; |
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| | (c) | at 9.00 a.m. and 1.00 p.m. on Thursday 22nd June; |
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| | (d) | at 10.30 a.m. and 4.30 p.m. on Tuesday 27th June; |
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| | (e) | at 9.00 a.m. and 1.00 p.m. on Thursday 29nd June; |
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| | (f) | at 10.30 a.m. and 4.30 p.m. on Tuesday 4th July; |
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| | (g) | at 9.00 a.m. and 1.00 p.m. on Thursday 6th July; |
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| | (h) | at 10.30 a.m. and 4.30 p.m. on Tuesday 11th July; |
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| | (i) | at 9.00 a.m. and 1.00 p.m. on Thursday 13th July; |
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| | (2) | the proceedings shall be taken in the following order: Clauses 1 to 137; |
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| | Clauses 253 to 361; Clauses 604 to 641; Clauses 676 to 680; Clauses 694 to |
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| | 777; Schedule 4; Clauses 778 to 795; Schedules 5 to 7; Clauses 796 to 806; |
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| | Schedule 8; Clauses 807 to 812; Clauses 821 to 846; Schedule 10; Clauses |
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| | 847 to 849; Schedule 11; Clauses 850 to 871; Schedule 12; Clauses 872 to |
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| | 881; Schedule 13; Clauses 882 to 893; Schedule 14; Clauses 894 to 901; |
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| | Schedule 15; Clauses 902 to 919; Clauses 921 to 925; Clauses 139 to 238; |
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| | Schedule 1; Clauses 239 to 252; Clauses 362 to 529; Clauses 642 to 648; |
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| | Schedule 2; Clauses 649 to 675; Schedule 3; Clauses 530 to 603; Clauses 681 |
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| | to 693; Clause 138; new Clauses; new Schedules; Clauses 813 and 814; |
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| | Schedule 9; Clauses 815 to 820; Clause 920; Schedule 16; remaining |
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| | (3) | the proceedings shall (so far as not previously concluded) be brought to a |
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| | conclusion at 5.00 p.m. on Thursday 13th July.—(Margaret Hodge) |
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| | Clauses 1 to 7 Agreed to. |
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| Clause 8, page 4, line 7, leave out subsection (2) and insert— |
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| | ‘(2) | In the case of private companies and small companies the memorandum must be |
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| | in the prescribed form and must be authenticated by each subscriber. |
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| | (3) | For companies other than private companies the form of the memorandum shall |
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| | be as prescribed by regulations made under this Act.’. |
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| Clause 8, page 4, line 8, at end insert— |
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| | ‘(3) | A company need not have a memorandum of association, in which event the |
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| | company’s articles of association shall state that the subscribers— |
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| | (a) | wish to form a company under this Act; and |
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| | (b) | agree to become members of the company and in the case of a company |
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| | that is to have a share capital, to take at least one share each.’. |
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| Clause 9, page 4, line 16, leave out paragraph (b) and insert— |
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| | ‘(b) | the address in the United Kingdom where the registered office is to be |
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| Clause 10, page 5, line 2, leave out subsection (1) and insert— |
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| | ‘(1) | The articles of association of a company on its incorporation shall contain a |
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| | statement, which must comply with this section.’. |
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| Clause 11, page 5, line 30, leave out from ‘contain’ to end of line 31 and insert |
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| ‘such information as may be prescribed for the purpose of identifying the subscribers to |
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| the memorandum of association’. |
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| Clause 11, page 5, line 33, leave out ‘one year’ and insert ‘two years’. |
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| | Clause, as amended, Agreed to. |
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| Clause 12, page 6, line 1, leave out from beginning to second ‘the’. |
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| Clause 12, page 6, line 1, leave out ‘to be a public company’ and insert ‘required or |
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| proposes to have a company secretary’. |
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| Clause 12, page 6, line 3, at end insert— |
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| | ‘( ) | any person who is to be appointed as an authorised signatory of the |
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| Clause 12, page 6, line 4, leave out from ‘stated’ to end of line 7 and insert ‘— |
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| | ( ) | in the case of a director, in the company’s register of directors and |
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| | register of directors’ residential addresses (see sections 147 to 151); |
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| | ( ) | in the case of a secretary of a public company, in the company’s register |
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| | of secretaries (see sections 260 to 262); |
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| | ( ) | in the case of a person appointed as an authorised signatory, in the |
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| | company’s register of authorised signatories (see sections (Register of |
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| | authorised signatories) to (Particulars to be registered: power to make |
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| Clause 12, page 6, line 9, after ‘secretaries,’ insert ‘or as an authorised signatory,’. |
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| | Clause, as amended, Agreed to. |
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| Clause 13, page 6, line 18, at end insert— |
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| | ‘(3) | The statement of compliance shall be made by way of statutory declaration.’. |
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| Clause 15, page 6, line 37, leave out subsection (3). |
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| Clause 16, page 7, line 17, at end insert ‘, or |
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| | (c) | as an authorised signatory,’. |
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| | Clause, as amended, Agreed to. |
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| | Clauses 17 to 20 Agreed to. |
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| Clause 21, page 8, line 28, leave out ‘alter’ and insert ‘amend’. |
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| | Clause, as amended, Agreed to. |
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| Clause 22, page 9, line 2, leave out subsection (1). |
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| Clause 22, page 9, line 3, leave out paragraph (a). |
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| Clause 22, page 9, line 3, leave out from ‘repealed’ to end of line 6. |
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| Clause 22, page 9, line 4, leave out ‘altered’ and insert ‘amended’. |
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| Clause 22, page 9, line 11, at end insert— |
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| | ‘( ) | Provision for entrenchment does not prevent amendment of the company’s |
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| | articles by agreement of all the members of the company.’. |
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| | Clause, as amended, Agreed to on division. |
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| Clause 23, page 9, line 16, leave out ‘altered’ and insert ‘amended’. |
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| Clause 23, page 9, line 18, leave out subsection (2). |
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| Clause 23, page 9, line 22, leave out subsections (3) and (4). |
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| | Clause, as amended, Agreed to. |
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| Clause 24, page 9, line 27, leave out ‘alters’ and insert ‘amends’. |
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| Clause 24, page 9, line 28, after ‘articles’, insert ‘by unanimous resolution’. |
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| Clause 24, page 9, line 28, after ‘articles’, insert ‘by unanimous resolution less one |
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| Clause 24, page 9, line 28, after ‘articles’, insert ‘by a resolution of at least 90% of |
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| Clause 24, page 9, line 32, leave out ‘alteration’ and insert ‘amendment’. |
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| | Clause, as amended, Agreed to. |
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| | Clauses 25 and 26 Agreed to. |
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| Clause 27, page 10, line 31, leave out ‘200’ and insert ‘1,000’. |
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| Clause 27, page 10, line 31, at end insert ‘and, for continued contravention, a daily |
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| Clause 28, page 11, line 7, at end insert— |
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| | ‘(4) | If there is a conflict between a provision which immediately before the |
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| | commencement of this Part was contained in a company’s memorandum of |
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| | association and a provision contained in that company’s articles of association, |
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| | the former shall prevail.’. |
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| Clause 29, page 11, line 42, at end insert— |
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| | ‘(3) | Reference to a resolution in subsection (1) above, shall not include any document |
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| | referred to in such a resolution.’. |
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| Clause 30, page 12, line 16, at end add— |
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| | ‘(5) | Resolutions or agreements under section 29(1)(b) to (d) shall not be enforceable |
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| | unless recorded by the registrar.’. |
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| Clause 31, page 12, line 19, after ‘a’, insert ‘public’. |
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