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| | Clause 32, page 12, line 40, leave out subsection (1) and insert— |
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| | | ‘(1) | The objects of every company shall be unrestricted’. |
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| | Clause 32, page 13, line 1, leave out ‘alters’ and insert ‘amends’. |
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| | Clause 32, page 13, line 5, leave out ‘alteration’ and insert ‘amendment’. |
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| | Clause 32, page 13, line 6, leave out ‘alteration’ and insert ‘amendment’. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 33, page 13, line 18, after ‘company’, insert ‘with a share capital’. |
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| | Clause 33, page 13, line 18, after ‘member,’, insert ‘within 7 days,’. |
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| | Clause 33, page 13, line 18, leave out from second ‘a’ to ‘current’ in line 32. |
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| | Clause 33, page 13, line 20, leave out ‘incorporating any alterations made to |
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| | Clause 33, page 13, line 22, leave out ‘copies’ and insert ‘a copy’. |
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| | Clause 33, page 13, line 29, at end insert— |
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| | | ‘( ) | a copy of any document required to be sent to the registrar under— |
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| | | (i) | section 35(2) (notice where company’s constitution altered by |
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| | | (ii) | section 36(2)(a) (notice where order of court or other authority |
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| | | alters company’s constitution);’. |
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| | Clause 33, page 13, line 33, leave out from ‘capital;’ to end of line 35. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 34, page 14, line 8, after ‘part’, insert ‘of the company and’. |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 35 to 39 Agreed to. |
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| | Clause 40, page 16, line 9, after ‘enquire’, insert ‘ as to whether it is permitted by |
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| | the company’s memorandum or’. |
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| | | Clauses 41 to 43 Agreed to. |
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| | Clause 44, page 18, line 28, leave out subsections (2) and (3) and insert— |
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| | | ‘(2) | A document is validly executed by a company if it is signed on behalf of the |
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| | | (a) | by two authorised signatories, or |
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| | | (b) | by one authorised signatory in the presence of a witness who attests the |
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| | | | For the meaning of “authorised signatory”, see section (Authorised signatories). |
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| | | (3) | A document signed in accordance with subsection (2) and expressed, in whatever |
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| | | words, to be executed by the company has the same effect as if executed under |
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| | | the common seal of the company.’. |
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| | Clause 44, page 18, line 34, leave out ‘In the case of a public company’. |
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| | Clause 44, page 18, line 34, after ‘executed’, insert ‘by a company’. |
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| | Clause 44, page 18, line 36, at end insert ‘who shall not be the same person’. |
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| | Clause 44, page 18, line 41, leave out ‘or (3)’. |
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| | Clause 44, page 19, line 4, leave out ‘a director or the secretary’ and insert ‘an |
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| | Clause 44, page 19, line 8, leave out from beginning to ‘is’ in line 9 and insert ‘an |
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| | authorised signatory are to be read, in a case where the signature is that of a director or |
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| | secretary and that office’. |
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| | Clause 44, page 19, line 13, after ‘company’, insert ‘, and a document executed in |
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| | accordance with this section by a company properly acting on behalf of another person |
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| | has the same effect as if duly executed by that other person in its own name or on its own |
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| | | Clause, as amended, Agreed to. |
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| | Clause 45, page 19, line 25, at end insert— |
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| | | ‘(6) | This section does not form part of the law of Scotland.’. |
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| | Page 19, line 14, leave out Clause 45. |
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| | | Clause, as amended, Agreed to. |
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| | Clause 46, page 19, line 29, before first ‘if’ insert ‘and for the purposes of the law |
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| | | Clause, as amended, Agreed to. |
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| | Clause 47, page 19, line 36, leave out ‘writing under its common seal’ and insert |
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| | | Clause, as amended, Agreed to. |
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| | Clause 48, page 20, line 5, leave out paragraph (a). |
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| | Clause 48, page 20, line 5, after ‘director’, insert ‘or secretary’. |
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| | | Clause, as amended, Agreed to. |
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| | | Clauses 49 to 51 Agreed to. |
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| | Clause 52, page 21, line 17, at end insert ‘but he may not enforce the contract |
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| | against any person who did not know, and who had reasonable grounds for not knowing, |
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| | that the company had not yet been formed and for whom the identity or characteristics of |
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| | the other party to the contract would have been a relevant consideration in entering into |
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| | | Clauses 53 to 55 Agreed to. |
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| | Clause 56, page 22, line 24, leave out ‘registered’ and insert ‘incorporated’. |
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| | Clause 56, page 22, line 24, after ‘includes’, insert ‘, or change its name to a name |
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| | Clause 57, page 22, line 38, after ‘name’, insert ‘and in the absence of the applicant |
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| | receiving any response by the specified department or other body within 30 days of its |
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| | receipt of such a request, the specified department or other body shall be deemed to have |
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| | confirmed that it has no objection to the proposed name’.—(James Brokenshire) |
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| | [Adjourned till Thursday 22nd June at 9.00 a.m. |
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