sc1902006.247-253

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.
247

House of Commons

Tuesday 20th June 2006

Standing Committee Proceedings

Standing Committee D

Company Law Reform Bill [Lords]

[SECOND AND THIRD sittingS]

Motion made and Question Proposed,

Agreed to on division

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;

(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 5.00 p.m. on Thursday 13th July.—(Margaret Hodge)

S.C.D.  Standing Committee Proceedings: 20th June 2006
248

Company Law Reform Bill–[ [], continued

Clauses 1 to 7 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  45

Clause  8,  page  4,  line  7,  leave out subsection (2) and insert—

‘(2)
In the case of private companies and small companies the memorandum must be

in the prescribed form and must be authenticated by each subscriber.

(3)
For companies other than private companies the form of the memorandum shall

be as prescribed by regulations made under this Act.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  1

Clause  8,  page  4,  line  8,  at end insert—

‘(3)
A company need not have a memorandum of association, in which event the

company’s articles of association shall state that the subscribers—

(a)
wish to form a company under this Act; and

(b)
agree to become members of the company and in the case of a company

that is to have a share capital, to take at least one share each.’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  2

Clause  9,  page  4,  line  16,  leave out paragraph (b) and insert—

‘(b)
the address in the United Kingdom where the registered office is to be

situated,’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  3

Clause  10,  page  5,  line  2,  leave out subsection (1) and insert—

‘(1)
The articles of association of a company on its incorporation shall contain a

statement, which must comply with this section.’.

S.C.D.  Standing Committee Proceedings: 20th June 2006
249

Company Law Reform Bill–[ [], continued

Clause Agreed to.

Margaret Hodge

Agreed to  75

Clause  11,  page  5,  line  30,  leave out from ‘contain’ to end of line 31 and insert

‘such information as may be prescribed for the purpose of identifying the subscribers to

the memorandum of association’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not moved  46

Clause  11,  page  5,  line  33,  leave out ‘one year’ and insert ‘two years’.

Clause, as amended, Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  4

Clause  12,  page  6,  line  1,  leave out from beginning to second ‘the’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  47

Clause  12,  page  6,  line  1,  leave out ‘to be a public company’ and insert ‘required or

proposes to have a company secretary’.

Margaret Hodge

Agreed to  76

Clause  12,  page  6,  line  3,  at end insert—

‘( )
any person who is to be appointed as an authorised signatory of the

company.’.

Margaret Hodge

Agreed to  77

Clause  12,  page  6,  line  4,  leave out from ‘stated’ to end of line 7 and insert ‘—

( )
in the case of a director, in the company’s register of directors and

register of directors’ residential addresses (see sections 147 to 151);

( )
in the case of a secretary of a public company, in the company’s register

of secretaries (see sections 260 to 262);

( )
in the case of a person appointed as an authorised signatory, in the

company’s register of authorised signatories (see sections (Register of

authorised signatories) to (Particulars to be registered: power to make

regulations).’.

S.C.D.  Standing Committee Proceedings: 20th June 2006
250

Company Law Reform Bill–[ [], continued

Margaret Hodge

Agreed to  78

Clause  12,  page  6,  line  9,  after ‘secretaries,’ insert ‘or as an authorised signatory,’.

Clause, as amended, Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  5

Clause  13,  page  6,  line  18,  at end insert—

‘(3)
The statement of compliance shall be made by way of statutory declaration.’.

Clause Agreed to.

Clause 14 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  6

Clause  15,  page  6,  line  37,  leave out subsection (3).

Clause Agreed to.

Margaret Hodge

Agreed to  79

Clause  16,  page  7,  line  17,  at end insert ‘, or

(c)
as an authorised signatory,’.

Clause, as amended, Agreed to.

Clauses 17 to 20 Agreed to.

Margaret Hodge

Agreed to  80

Clause  21,  page  8,  line  28,  leave out ‘alter’ and insert ‘amend’.

S.C.D.  Standing Committee Proceedings: 20th June 2006
251

Company Law Reform Bill–[ [], continued

Clause, as amended, Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  7

Clause  22,  page  9,  line  2,  leave out subsection (1).

Margaret Hodge

Agreed to on division  81

Clause  22,  page  9,  line  3,  leave out paragraph (a).

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  8

Clause  22,  page  9,  line  3,  leave out from ‘repealed’ to end of line 6.

Margaret Hodge

Agreed to  82

Clause  22,  page  9,  line  4,  leave out ‘altered’ and insert ‘amended’.

Margaret Hodge

Agreed to  83

Clause  22,  page  9,  line  11,  at end insert—

‘( )
Provision for entrenchment does not prevent amendment of the company’s

articles by agreement of all the members of the company.’.

Clause, as amended, Agreed to on division.

Margaret Hodge

Agreed to  84

Clause  23,  page  9,  line  16,  leave out ‘altered’ and insert ‘amended’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  9

Clause  23,  page  9,  line  18,  leave out subsection (2).

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  48

Clause  23,  page  9,  line  22,  leave out subsections (3) and (4).

S.C.D.  Standing Committee Proceedings: 20th June 2006
252

Company Law Reform Bill–[ [], continued

Clause, as amended, Agreed to.

Margaret Hodge

Agreed to  85

Clause  24,  page  9,  line  27,  leave out ‘alters’ and insert ‘amends’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  10

Clause  24,  page  9,  line  28,  after ‘articles’, insert ‘by unanimous resolution’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  11

Clause  24,  page  9,  line  28,  after ‘articles’, insert ‘by unanimous resolution less one

vote’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  12

Clause  24,  page  9,  line  28,  after ‘articles’, insert ‘by a resolution of at least 90% of

its members’.

Margaret Hodge

Agreed to  86

Clause  24,  page  9,  line  32,  leave out ‘alteration’ and insert ‘amendment’.

Clause, as amended, Agreed to.

Clauses 25 and 26 Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  49

Clause  27,  page  10,  line  31,  leave out ‘200’ and insert ‘1,000’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  50

Clause  27,  page  10,  line  31,  at end insert ‘and, for continued contravention, a daily

default fine of £100’.

S.C.D.  Standing Committee Proceedings: 20th June 2006
253

Company Law Reform Bill–[ [], continued

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  13

Clause  28,  page  11,  line  7,  at end insert—

‘(4)
If there is a conflict between a provision which immediately before the

commencement of this Part was contained in a company’s memorandum of

association and a provision contained in that company’s articles of association,

the former shall prevail.’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  14

Clause  29,  page  11,  line  42,  at end insert—

‘(3)
Reference to a resolution in subsection (1) above, shall not include any document

referred to in such a resolution.’.

Clause Agreed to.

David Howarth

Lorely Burt

Mark Hunter

Not called  182

Clause  30,  page  12,  line  16,  at end add—

‘(5)
Resolutions or agreements under section 29(1)(b) to (d) shall not be enforceable

unless recorded by the registrar.’.

Clause Agreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  15

Clause  31,  page  12,  line  19,  after ‘a’, insert ‘public’.