sc1902007.367-373

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.  Standing Committee Proceedings: 20th July 2006
367

Company Law Reform Bill–[ [], continued

Register or duplicate to be kept available for inspection in UK

Margaret Hodge

Added  nc9

To move the following Clause:—

‘(1)
A company that keeps an overseas branch register must keep available for

inspection—

(a)
the register, or

(b)
a duplicate of the register duly entered up from time to time,


at the place in the United Kingdom where the company’s main register is kept

available for inspection.

(2)
Any such duplicate is treated for all purposes of this Act as part of the main

register.

(3)
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.

(4)
A person guilty of an offence under subsection (3) 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.’.

Transactions in shares registered in overseas branch register

Margaret Hodge

Added  nc10

To move the following Clause:—

‘(1)
Shares registered in an overseas branch register must be distinguished from those

registered in the main register.

(2)
No transaction with respect to shares registered in an overseas branch register

may be registered in any other register.

(3)
An instrument of transfer of a share registered in an overseas branch register—

(a)
is regarded as a transfer of property situated outside the United Kingdom,

and

(b)
unless executed in a part of the United Kingdom, is exempt from stamp

duty.’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
368

Company Law Reform Bill–[ [], continued

Jurisdiction of local courts

Margaret Hodge

Added  nc11

To move the following Clause:—

‘(1)
A competent court in a country or territory where an overseas branch register is

kept may exercise the same jurisdiction as is exercisable by a court in the United

Kingdom—

(a)
to rectify the register (see section 124), or

(b)
in relation to a request for inspection or a copy of the register (see section

116).

(2)
The offences—

(a)
of refusing inspection or failing to provide a copy of the register (see

section 117), and

(b)
of making a false, misleading or deceptive statement in a request for

inspection or a copy (see section 118),


may be prosecuted summarily before any tribunal having summary criminal

jurisdiction in the country or territory where the register is kept.

(3)
This section extends only to those countries and territories to which paragraph 3

of Schedule 14 to the Companies Act 1985 (c. 6) (which made similar provision)

extended immediately before the coming into force of this Chapter.’.

Discontinuance of overseas branch register

Margaret Hodge

Added  nc12

To move the following Clause:—

‘(1)
A company may discontinue an overseas branch register.

(2)
If it does so all the entries in that register must be transferred—

(a)
to some other overseas branch register kept in the same country or

territory, or

(b)
to the main register.

(3)
The company must give notice to the registrar within 14 days of the

discontinuance.

(4)
If default is made in complying with subsection (3), an offence is committed by—

(a)
the company, and

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

(5)
A person guilty of an offence under subsection (4) 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.’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
369

Company Law Reform Bill–[ [], continued

UK branch registers of overseas companies

Margaret Hodge

Added  nc13

To move the following Clause:—

‘(1)
This section applies where, by virtue of the law in force in a country or territory

to which this section applies, companies incorporated under that law have power

to keep in the United Kingdom branch registers of their members resident in the

United Kingdom.

(2)
Her Majesty may by Order in Council direct that—

(a)
section 113 (register of members to be kept available for inspection),

(b)
sections 115 to 119 (rights to inspect and request copies), and

(c)
section 124 (power of court to rectify register),


apply to and in relation to such branch registers, subject to any modifications and

adaptations specified in the Order, as they apply to and in relation to the registers

of companies subject to those sections.

(3)
The countries and territories to which this section applies are—

(a)
the Channel Islands and the Isle of Man, and

(b)
those listed below.

Bangladesh
Malta

Botswana
Nigeria

Cyprus
Pakistan

Dominica
Seychelles

The Gambia
Sierra Leone

Ghana
Singapore

Guyana
South Africa

The Hong Kong Special
Sri Lanka

Administrative Region of the

People’s Republic of China

India
Swaziland

Ireland
Tonga

Kenya
Trinidad and Tobago

Kiribati
Uganda

Lesotho
Zambia

Malawi
Zimbabwe

Malaysia’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
370

Company Law Reform Bill–[ [], continued

Authorised signatories

Margaret Hodge

Added  nc14

To move the following Clause:—

‘(1)
The following are authorised signatories in relation to a company—

(a)
every director of the company;

(b)
in the case of a public company, the secretary (or any joint secretary) of

the company;

(c)
any person appointed as an authorised signatory under this Part.

(2)
Every director, and every such secretary or person appointed as an authorised

signatory, is by virtue of his appointment authorised to sign documents of any

description on behalf of the company.

(3)
The signature of any such person on behalf of the company is effective

notwithstanding that it is afterwards discovered—

(a)
that there was a defect in his appointment,

(b)
that he was not qualified to be appointed, or

(c)
that he had ceased to hold office.’.

Appointment of authorised signatories

Margaret Hodge

Added  nc15

To move the following Clause:—

‘(1)
A company may appoint one or more authorised signatories.

(2)
This is in addition to its directors and, in the case of a public company, its

secretary (or joint secretaries).

(3)
A person so appointed must be an individual.

(4)
An appointment under this section must comply with section (Minimum age for

appointment as authorised signatory) (minimum age for appointment as

authorised signatory).’.

Minimum age for appointment as authorised signatory

Margaret Hodge

Added  nc16

To move the following Clause:—

‘(1)
A person may not be appointed an authorised signatory under this Part unless he

has attained the age of 16 years.

(2)
This does not affect the validity of an appointment that is not to take effect until

the person appointed attains that age.

(3)
An appointment made in contravention of this section is void.

S.C.D.  Standing Committee Proceedings: 20th July 2006
371

Company Law Reform Bill–[ [], continued

(4)
Nothing in this section affects any liability of a person under any provision of the

Companies Acts if he purports to act as an authorised signatory although he could

not, by virtue of this section, be validly appointed as an authorised signatory.’.

Register of authorised signatories

Margaret Hodge

Added  nc17

To move the following Clause:—

‘(1)
Every company that has appointed one or more persons as authorised signatories

under this Part must keep a register of those persons.

(2)
The register—

(a)
must contain the required particulars (see sections (Particulars of

authorised signatories to be registered) and (Particulars to be

registered: power to make regulations)) of each person so appointed, and

(b)
must be kept available for inspection at the company’s registered office.

(3)
The register must contain, in a prominent position, a statement—

(a)
that the company’s directors, and in the case of a public company its

secretary (or any of its joint secretaries), are also authorised signatories

in relation to the company, and

(b)
that particulars of those persons may be found in the company’s register

of directors or register of secretaries.

(4)
The register must be open to the inspection—

(a)
of any member of the company without charge, and

(b)
of any other person on payment of such fee as may be prescribed.

(5)
If default is made in complying with subsection (1), (2) or (3), or if an inspection

required under subsection (4) is refused, an offence is committed by—

(a)
the company, and

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

(6)
A person guilty of an offence under this section is liable on summary conviction

to a fine not exceeding level 5 on the standard scale and, for continued

contravention, a daily default fine not exceeding one-tenth of level 5 on the

standard scale.

(7)
In the case of a refusal of inspection of the register, the court may by order compel

an immediate inspection.’.

Particulars to be registered

Margaret Hodge

Added  nc18

To move the following Clause:—

‘(1)
A company’s register of authorised signatories must contain the following

particulars of each authorised signatory—

S.C.D.  Standing Committee Proceedings: 20th July 2006
372

Company Law Reform Bill–[ [], continued

(a)
name and any former name;

(b)
address.

(2)
For the purposes of this section “name” means a person’s Christian name (or

other forename) and surname, except that in the case of—

(a)
a peer, or

(b)
an individual usually known by a title,


the title may be stated instead of his Christian name (or other forename) and

surname or in addition to either or both of them.

(3)
For the purposes of this section a “former name” means a name by which the

individual was formerly known for business purposes.


Where a person is or was formerly known by more than one such name, each of

them must be stated.

(4)
It is not necessary for the register to contain particulars of a former name in the

following cases—

(a)
in the case of a peer or an individual normally known by a British title,

where the name is one by which the person was known previous to the

adoption of or succession to the title;

(b)
in the case of any person, where the former name—

(i)
was changed or disused before the person attained the age of 16

years, or

(ii)
has been changed or disused for 20 years or more.

(5)
The address required to be stated in the register is a service address.


This may be stated to be “The company’s registered office”.’.

Particulars to be registered: power to make regulations

Margaret Hodge

Added  nc19

To move the following Clause:—

‘(1)
The Secretary of State may make provision by regulations amending section

(Particulars of authorised signatories to be registered) (particulars of authorised

signatories to be registered) so as to add to or remove items from the particulars

required to be contained in a company’s register of authorised signatories.

(2)
Regulations under this section are subject to affirmative resolution procedure.’.

Duty to notify registrar of changes

Margaret Hodge

Added  nc20

To move the following Clause:—

‘(1)
A company must, within the period of 14 days from the occurrence of—

(a)
any change in the persons appointed as authorised signatories under this

Part, or

S.C.D.  Standing Committee Proceedings: 20th July 2006
373

Company Law Reform Bill–[ [], continued

(b)
any change in the particulars contained in its register of authorised

signatories,


give notice to the registrar of the change and of the date on which it occurred.

(2)
Notice of a person having been appointed an authorised signatory of the company

under this Part must be accompanied by a consent by that person to act in that

capacity.

(3)
If default is made in complying with this section, an offence is committed by

every officer of the company who is in default.


For this purpose a shadow director is treated as an officer of the company.

(4)
A person guilty of an offence under this section is liable on summary conviction

to a fine not exceeding level 5 on the standard scale and, for continued

contravention, a daily default fine not exceeding one-tenth of level 5 on the

standard scale.’.

Requirement of consent of Charity Commission: companies that are charities

Margaret Hodge

Added  nc28

To move the following Clause:—

‘For section 66 of the Charities Act 1993 (c. 10) substitute—

“66
Consent of Commission required for approval etc by members of

charitable companies

(1)
Where a company is a charity—

(a)
any approval given by the members of the company under any

provision of Chapter 4 of Part 10 of the Company Law Reform

Act 2006 (transactions with directors requiring approval by

members) listed in subsection (2) below, and

(b)
any affirmation given by members of the company under section

182 or 198 of that Act (affirmation of unapproved property

transactions and loans),


is ineffective without the prior written consent of the Commission.

(2)
The provisions are—

(a)
section 174 (directors’ long-term service contracts);

(b)
section 176 (substantial property transactions with directors etc);

(c)
section 183 (loans and quasi-loans to directors etc);

(d)
section 185 (credit transactions for benefit of directors etc);

(e)
section 187 (related arrangements);

(f)
section 201 (payments to directors for loss of office);

(g)
section 202 (payments to directors for loss of office: transfer of

undertaking etc).

66A
Consent of Commission required for certain acts of charitable

company

(1)
A company that is a charity may not do an act to which this section

applies without the prior written consent of the Commission.