sc1902007.360-366

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.  Standing Committee Proceedings: 20th July 2006
360

Company Law Reform Bill–[ [], continued

Clause Disagreed to.

Clauses 587 to 589 Disagreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not selected  475

Clause  590,  page  292,  line  42,  after ‘passed’, insert ‘on the same day as or’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  476

Clause  590,  page  292,  line  42,  leave out ‘resolution effecting the’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  477

Clause  590,  page  292,  line  43,  after ‘redenomination’, insert ‘taking effect’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not moved  474

Clause  590,  page  293,  line  2,  leave out ‘10%’ and insert ‘25%’.

Clause Disagreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  533

Clause  591,  page  293,  line  32,  at end insert—

‘(3A)
The company must also deliver to the registrar, within 15 days after the resolution

is passed, a statement by the directors confirming that the reduction in share

capital is in accordance with section 590(4) (reduction of capital not to exceed

10% of nominal value of allotted shares immediately after reduction).’.

Clause Disagreed to.

Clause 592 Disagreed to.

S.C.D.  Standing Committee Proceedings: 20th July 2006
361

Company Law Reform Bill–[ [], continued

Margaret Hodge

Not selected  519

Page  294,  line  12,  leave out Clauses 593 to 599.

Clauses 593 to 599 Disagreed to.

Margaret Hodge

Not selected  521

Page  297,  line  25,  leave out Clauses 600 to 603.

Clauses 600 to 603 Disagreed to.

Margaret Hodge

Not selected  523

Page  338,  line  10,  leave out Clauses 681 to 693.

Clauses 681 and 682 Disagreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Withdrawn  373

Clause  683,  page  339,  line  8,  leave out subsection (3).

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  374

Clause  683,  page  339,  line  9,  at end insert ‘, or by his relatives or beneficiaries

under his will’.

Clause Disagreed to.

Clauses 684 to 693 Disagreed to.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Negatived  71

Clause  138,  page  61,  line  31,  leave out from beginning to ‘deemed’ and insert

‘Where a company is entitled by virtue of paragraph 7(2) of Schedule 7 to use electronic

communications, the company is then’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
362

Company Law Reform Bill–[ [], continued

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  74

Clause  138,  page  61,  line  31,  leave out subsections (1) to (3) and insert—

‘(1)
The Secretary of State shall by regulations, make provision to ensure that a

nominated person, where he—

(a)
is the beneficial owner of the interest in the company;

(b)
retains the right to transfer or otherwise dispose of the whole or part of

that person’s beneficial interest in the company;

(c)
has elected to—

(i)
receive documents and information that the member is entitled to

receive from the company; and

(ii)
enjoy or exercise all or any specified rights of the member in

relation to the company if he so wishes; and

(d)
is entitled to—

(i)
receive all the documents and information that the member is

entitled to receive from the company; and

(ii)
enjoy or exercise all other rights of the member in relation to the

company.

(2)
Those regulations shall apply, in particular, to the rights conferred by—

(a)
in the case of subsection (1)(a)—

(i)
sections 268 and 270 (right to be sent proposed written

resolution);

(ii)
section 286 (right to notice of general meetings);

(iii)
section 399 (right to be sent a copy of annual accounts and

reports); and

(b)
in the case of subsection (1)(b)—

(i)
section 269 (right to require circulation of written resolution);

(ii)
section 279 (right to require directors to call general meeting);

(iii)
section 290 (right to require circulation of a statement);

(iv)
section 299 (right to appoint proxy to act at meeting);

(v)
section 313 (right to require circulation of resolution for AGM of

public company); and

(vi)
all such other rights (not within subsection (1)(a)) as a member

would otherwise enjoy (in accordance with any provision of the

Companies Acts).

(3)
The regulations referred to in subsection (1)—

(a)
shall be made by statutory instrument before 1st May 2008, and

(b)
may not be made unless a draft has been laid before and approved by

resolution of each House of Parliament.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  68

Clause  138,  page  61,  line  31,  after ‘companies’, insert ‘whose shares are’.

Mr Quentin Davies

Not called  251

Clause  138,  page  61,  line  31,  after ‘companies’, insert ‘whose ordinary shares are’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
363

Company Law Reform Bill–[ [], continued

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  69

Clause  138,  page  61,  line  34,  leave out paragraphs (a) and (b) and insert—

‘(a)
receive all the documents and information that the member is entitled to

receive from the company; and

(b)
enjoy or exercise all other rights of the member in relation to the

company’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  70

Clause  138,  page  62,  line  3,  leave out subsection (3) and insert—

‘(3)
This applies, in particular, to the rights conferred by—

(a)
in the case of subsection 1(a)—

(i)
sections 268 and 270 (right to be sent proposed written

resolution);

(ii)
section 286 (right to notice of general meetings);

(iii)
section 399 (right to be sent a copy of annual accounts and

reports);

(b)
in the case of subsection 1(b);

(i)
section 269 (right to require circulation of written resolution);

(ii)
section 279 (right to require directors to call general meeting);

(iii)
section 290 (right to require circulation of a statement);

(iv)
section 299 (right to appoint proxy to act at meeting);

(v)
section 313 (right to require circulation of resolution of AGM of

public company); and

(vi)
all such other rights (not within subsection 1(a)) as a member

would otherwise enjoy (in accordance with any provision of the

Companies Acts).’.

Mr Quentin Davies

Not called  250

Clause  138,  page  62,  line  3,  after ‘rights’, insert ‘to attend a general meeting and to

vote at it, and’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  72

Clause  138,  page  62,  line  19,  at end add—

‘(5)
For the purposes of section 138 of this Act, the nominated person shall include

only those individuals, or their representatives, where:

(a)
the nominated person is the beneficial owner of the interest in the

company;

(b)
the nominated person retains the right to transfer or otherwise dispose of

the whole or part of that person’s beneficial interest in the company; and

(c)
the nominated person has elected to

(i)
receive documents and information that the member is entitled to

receive from the company; and

S.C.D.  Standing Committee Proceedings: 20th July 2006
364

Company Law Reform Bill–[ [], continued

(ii)
be able to enjoy or exercise all or any specified rights of the

member in relation to the company if he so wishes.’.

Mr Jonathan Djanogly

Mr Crispin Blunt

James Brokenshire

Not called  73

Clause  138,  page  62,  line  19,  at end insert—

‘(6)
A member may only nominate a person whom the member knows or has

reasonable cause to believe to be interested in the shares in relation to which the

nomination will operate, or a person specified by that person.’.

Margaret Hodge

Not selected  516

Page  61,  line  30,  leave out Clause 138.

Clause Disagreed to.

New Clauses

Statement of capital required where company already has share capital

Margaret Hodge

Added  nc5

To move the following Clause:—

‘(1)
A company which on re-registration under section 107 already has allotted share

capital must within 15 days after the re-registration deliver a statement of capital

to the registrar.

(2)
This does not apply if the information which would be included in the statement

has already been sent to the registrar in—

(a)
a statement of capital and initial shareholdings (see section 10), or

(b)
a statement of capital contained in an annual return (see section 638(2)).

(3)
The statement of capital must state with respect to the company’s share capital on

re-registration—

(a)
the total number of shares of the company,

(b)
the aggregate nominal value of those shares,

(c)
for each class of shares—

(i)
prescribed particulars of the rights attached to the shares,

(ii)
the total number of shares of that class, and

(iii)
the aggregate nominal value of shares of that class, and

(d)
the amount paid up and the amount (if any) unpaid on each share

(whether on account of the nominal value of the share or by way of

premium).

(4)
If default is made in complying this section, an offence is committed by—

(a)
the company, and

(b)
every officer of the company who is in default.

S.C.D.  Standing Committee Proceedings: 20th July 2006
365

Company Law Reform Bill–[ [], continued

(5)
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.’.

Overseas branch registers

Margaret Hodge

Added  nc6

To move the following Clause:—

‘(1)
A company having a share capital may, if it transacts business in a country or

territory to which this Chapter applies, cause to be kept there a branch register of

members resident there (an “overseas branch register”).

(2)
This Chapter applies to—

(a)
any part of Her Majesty’s dominions outside the United Kingdom, the

Channel Islands and the Isle of Man, and

(b)
the countries or territories listed below.

Bangladesh
Malaysia

Cyprus
Malta

Dominica
Nigeria

The Gambia
Pakistan

Ghana
Seychelles

Guyana
Sierra Leone

The Hong Kong Special
Singapore

Administrative Region of the

People’s Republic of China

India
South Africa

Ireland
Sri Lanka

Kenya
Swaziland

Kiribati
Trinidad and Tobago

Lesotho
Uganda

Malawi
Zimbabwe

(3)
The Secretary of State may make provision by regulations as to the circumstances

in which a company is to be regarded as keeping a register in a particular country

or territory.

(4)
Regulations under this section are subject to negative resolution procedure.

(5)
References—

S.C.D.  Standing Committee Proceedings: 20th July 2006
366

Company Law Reform Bill–[ [], continued

(a)
in any Act or instrument (including, in particular, a company’s articles)

to a dominion register, or

(b)
in articles registered before 1st November 1929 to a colonial register,


are to be read (unless the context otherwise requires) as a reference to an overseas

branch register kept under this section.’.

Notice of opening of overseas branch register

Margaret Hodge

Added  nc7

To move the following Clause:—

‘(1)
A company that begins to keep an overseas branch register must give notice to the

registrar within 14 days of doing so, stating the country or territory in which the

register is kept.

(2)
If default is made in complying with subsection (1), an offence is committed by—

(a)
the company, and

(b)
every officer of the company who is in default.

(3)
A person guilty of an offence under subsection (2) 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.’.

Keeping of overseas branch register

Margaret Hodge

Added  nc8

To move the following Clause:—

‘(1)
An overseas branch register is regarded as part of the company’s register of

members (“the main register”).

(2)
The Secretary of State may make provision by regulations modifying any

provision of Chapter 2 (register of members) as it applies in relation to an

overseas branch register.

(3)
Regulations under this section are subject to negative resolution procedure.

(4)
Subject to the provisions of this Act, a company may by its articles make such

provision as it thinks fit as to the keeping of overseas branch registers.’.