sc1902007.584-590

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

S.C.D.  Standing Committee Proceedings: 20th July 2006
584

Company Law Reform Bill–[ [], continued

(5)
The court may vest that estate and interest in such a person freed and discharged

from all estates, incumbrances and interests created by the company.’.

Land subject to rentcharge (EW and NI)

Margaret Hodge

Added  nc395

To move the following Clause:—

‘Where in consequence of the disclaimer land vests in any person, neither he nor

his successors in title are subject to any personal liability in respect of sums

becoming due under the rentcharge, except sums becoming due after he, or some

person claiming under or through him, has taken possession or control of the land

or has entered into occupation of it.’.

General effect of disclaimer (Sc)

Margaret Hodge

Added  nc396

To move the following Clause:—

‘(1)
The Crown’s disclaimer operates to determine, as from the date of the disclaimer,

the rights, interests and liabilities of the company, and the property of the

company, in or in respect of the property disclaimed.

(2)
It does not (except so far as is necessary for the purpose of releasing the company

and its property from liability) affect the rights or liabilities of any other person.’.

Power of court to make vesting order (Sc)

Margaret Hodge

Added  nc397

To move the following Clause:—

‘(1)
The court may—

(a)
on application by a person who either claims an interest in disclaimed

property or is under a liability not discharged by this Act in respect of

disclaimed property, and

(b)
on hearing such persons as it thinks fit,


make an order for the vesting of the property in or its delivery to any persons

entitled to it, or to whom it may seem just that the property should be delivered

by way of compensation for such liability, or a trustee for him.

(2)
The order may be made on such terms as the court thinks fit.

S.C.D.  Standing Committee Proceedings: 20th July 2006
585

Company Law Reform Bill–[ [], continued

(3)
On a vesting order being made under this section, the property comprised in it

vests accordingly in the person named in that behalf in the order, without

conveyance or assignation for that purpose.’.

Protection of persons holding under a lease (Sc)

Margaret Hodge

Added  nc398

To move the following Clause:—

‘(1)
Where the property disclaimed is held under a lease in favour of a person claiming

under the company, whether—

(a)
as sub-lessee, or

(b)
as creditor in a duly registered or (as the case may be) recorded heritable

security over a lease,


the court must not make a vesting order except on the following terms.

(2)
The person must by the order be made subject—

(a)
to the same liabilities and obligations as those to which the company was

subject under the lease in respect of the property, or

(b)
if the court thinks fit, to the same liabilities and obligations as if the lease

had been assigned to him.


In either event (if the case so requires) the liabilities and obligations must be as if

the lease had comprised only the property comprised in the vesting order.

(3)
A sub-lessee or creditor declining to accept a vesting order on such terms is

excluded from all interest in and security over the property.

(4)
If there is no person claiming under the company who is willing to accept an order

on such terms, the court has power to vest the company’s estate and interest in the

property in any person liable (either personally or in a representative character,

and either alone or jointly with the company) to perform the lessee’s obligations

under the lease.

(5)
The court may vest that estate and interest in such a person freed and discharged

from all interests, rights and obligations created by the company in the lease or in

relation to the lease.

(6)
For the purposes of this section a heritable security—

(a)
is duly recorded if it is recorded in the Register of Sasines, and

(b)
is duly registered if registered in accordance with the Land Registration

(Scotland) Act 1979 (c. 33).’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
586

Company Law Reform Bill–[ [], continued

Liability for rentcharge on company’s land after dissolution

Margaret Hodge

Added  nc399

To move the following Clause:—

‘(1)
This section applies where on the dissolution of a company land in England and

Wales or Northern Ireland that is subject to a rentcharge vests by operation of law

in the Crown or any other person (“the proprietor”).

(2)
Neither the proprietor nor his successors in title are subject to any personal

liability in respect of sums becoming due under the rentcharge, except sums

becoming due after the proprietor, or some person claiming under or through him,

has taken possession or control of the land or has entered into occupation of it.

(3)
In this section “company” includes any body corporate.’.

Application for administrative restoration to the register

Margaret Hodge

Added  nc400

To move the following Clause:—

‘(1)
An application may be made to the registrar to restore to the register a company

that has been struck off the register under section (Power to strike off company

not carrying on business or in operation) or (Duty to act in case of company being

wound up) (power of registrar to strike off defunct company).

(2)
An application under this section may be made whether or not the company has

in consequence been dissolved.

(3)
An application under this section may only be made by a former director or

former member of the company.

(4)
An application under this section may not be made after the end of the period of

six years from the date of the dissolution of the company.


For this purpose an application is made when it is received by the registrar.’.

Requirements for administrative restoration

Margaret Hodge

Added  nc401

To move the following Clause:—

‘(1)
On an application under section (Application for administrative restoration to the

register) the registrar shall restore the company to the register if, and only if, the

following conditions are met.

(2)
The first condition is that the company was carrying on business or in operation

at the time of its striking off.

(3)
The second condition is that, if any property or right previously vested in or held

on trust for the company has vested as bona vacantia, the Crown representative

S.C.D.  Standing Committee Proceedings: 20th July 2006
587

Company Law Reform Bill–[ [], continued

has signified to the registrar in writing consent to the company’s restoration to the

register.

(4)
It is the applicant’s responsibility to obtain that consent and to pay any costs (in

Scotland, expenses) of the Crown representative—

(a)
in dealing with the property during the period of dissolution, or

(b)
in connection with the proceedings on the application,


that may be demanded as a condition of giving consent.

(5)
The third condition is that the applicant has—

(a)
delivered to the registrar such documents relating to the company as are

necessary to bring up to date the records kept by the registrar, and

(b)
paid any penalties under section 437 or corresponding earlier provisions

(civil penalty for failure to deliver accounts) that were outstanding at the

date of dissolution or striking off.

(6)
In this section the “Crown representative” means—

(a)
in relation to property vested in the Duchy of Lancaster, the Solicitor to

that Duchy;

(b)
in relation to property vested in the Duke of Cornwall, the Solicitor to the

Duchy of Cornwall;

(c)
in relation to property in Scotland, the Queen’s and Lord Treasurer’s

Remembrancer;

(d)
in relation to other property, the Treasury Solicitor.’.

Application to be accompanied by statement of compliance

Margaret Hodge

Added  nc402

To move the following Clause:—

‘(1)
An application under section (Application for administrative restoration to the

register) (application for administrative restoration to the register) must be

accompanied by a statement of compliance.

(2)
The statement of compliance required is a statement—

(a)
that the person making the application has standing to apply (see

subsection (3) of that section), and

(b)
that the requirements for administrative restoration (see section

(Requirements for administrative restoration)) are met.

(3)
The registrar may accept the statement of compliance as sufficient evidence of

those matters.’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
588

Company Law Reform Bill–[ [], continued

Registrar’s decision on application for administrative restoration

Margaret Hodge

Added  nc403

To move the following Clause:—

‘(1)
The registrar must give notice to the applicant of the decision on an application

under section (Application for administrative restoration to the register)

(application for administrative restoration to the register).

(2)
If the decision is that the company should be restored to the register, the

restoration takes effect as from the date that notice is sent.

(3)
In the case of such a decision, the registrar must—

(a)
enter on the register a note of the date as from which the company’s

restoration to the register takes effect, and

(b)
cause notice of the restoration to be published in the Gazette.

(4)
The notice under subsection (3)(b) must state—

(a)
the name of the company or, if the company is restored to the register

under a different name, that name and its former name,

(b)
the company’s registered number, and

(c)
the date as from which the restoration of the company to the register takes

effect.’.

Effect of administrative restoration

Margaret Hodge

Added  nc404

To move the following Clause:—

‘(1)
The general effect of administrative restoration to the register is that the company

is deemed to have continued in existence as if it had not been dissolved or struck

off the register.

(2)
The company is not liable to a penalty under section 458 or any corresponding

earlier provision (civil penalty for failure to deliver accounts) for a financial year

in relation to which the period for filing accounts and reports ended—

(a)
after the date of dissolution or striking off, and

(b)
before the restoration of the company to the register.

(3)
The court may give such directions and make such provision as seems just for

placing the company and all other persons in the same position (as nearly as may

be) as if the company had not been dissolved or struck off the register.

(4)
An application to the court for such directions or provision may be made any time

within three years after the date of restoration of the company to the register.’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
589

Company Law Reform Bill–[ [], continued

Application to court for restoration to the register

Margaret Hodge

Added  nc405

To move the following Clause:—

‘(1)
An application may be made to the court to restore to the register a company—

(a)
that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act

1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland)

Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after

winding up),

(b)
that is deemed to have been dissolved under paragraph 84(6) of Schedule

B1 to that Act or paragraph 85(6) of Schedule B1 to that Order

(dissolution of company following administration), or

(c)
that has been struck off the register—

(i)
under section (Power to strike off company not carrying on

business or in operation) or (Duty to act in case of company

being wound up) (power of registrar to strike off defunct

company), or

(ii)
under section (Striking off on application by company)

(voluntary striking off),


whether or not the company has in consequence been dissolved.

(2)
An application under this section may be made by—

(a)
the Secretary of State,

(b)
any former director of the company,

(c)
any person having an interest in land in which the company had a

superior or derivative interest,

(d)
any person having an interest in land or other property—

(i)
that was subject to rights vested in the company, or

(ii)
that was benefited by obligations owed by the company,

(e)
any person who but for the company’s dissolution would have been in a

contractual relationship with it,

(f)
any person with a potential legal claim against the company,

(g)
any manager or trustee of a pension fund established for the benefit of

employees of the company,

(h)
any former member of the company (or the personal representatives of

such a person),

(i)
any person who was a creditor of the company at the time of its striking

off or dissolution,

(j)
any former liquidator of the company,

(k)
where the company was struck off the register under section (Striking off

on application by company) (voluntary striking off), any person of a

description specified by regulations under section (Copy of application to

be given to members, employees, etc)(1)(f) or (Copy of application to be

given to new members, employees, etc)(2)(f) (persons entitled to notice of

application for voluntary striking off),


or by any other person appearing to the court to have an interest in the matter.’.

S.C.D.  Standing Committee Proceedings: 20th July 2006
590

Company Law Reform Bill–[ [], continued

When application to the court may be made

Margaret Hodge

Added  nc406

To move the following Clause:—

‘(1)
An application to the court for restoration of a company to the register may be

made at any time for the purpose of bringing proceedings against the company for

damages for personal injury.

(2)
No order shall be made on such an application if it appears to the court that the

proceedings would fail by virtue of any enactment as to the time within which

proceedings must be brought.

(3)
In making that decision the court must have regard to its power under section

(Effect of court order for restoration to the register)(3) (power to give

consequential directions etc) to direct that the period between the dissolution (or

striking off) of the company and the making of the order is not to count for the

purposes of any such enactment.

(4)
In any other case an application to the court for restoration of a company to the

register may not be made after the end of the period of six years from the date of

the dissolution of the company, subject as follows.

(5)
In a case where—

(a)
the company has been struck off the register under section (Power to

strike off company not carrying on business or in operation) or (Duty to

act in case of company being wound up) (power of registrar to strike off

defunct company),

(b)
an application to the registrar has been made under section (Application

for administrative restoration to the register) (application for

administrative restoration to the register) within the time allowed for

making such an application, and

(c)
the registrar has refused the application,


an application to the court under this section may be made within 28 days of

notice of the registrar’s decision being issued by the registrar, even if the period

of six years mentioned in subsection (4) above has expired.

(6)
For the purposes of this section—

(a)
“personal injury” includes any disease and any impairment of a person’s

physical or mental condition; and

(b)
references to damages for personal injury include—

(i)
any sum claimed by virtue of section 1(2)(c) of the Law Reform

(Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c)

of the Law Reform (Miscellaneous Provisions) Act (Northern

Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and

(ii)
damages under the Fatal Accidents Act 1976 (c. 30), the

Damages (Scotland) Act 1976 (c. 13) or the Fatal Accidents

(Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18)).’.