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| | Decision on application for restoration by the court |
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| To move the following Clause:— |
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| | ‘(1) | On an application under section (Application to court for restoration to the |
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| | register) the court may order the restoration of the company to the register— |
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| | (a) | if the company was struck off the register under section (Power to strike |
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| | off company not carrying on business or in operation) or (Duty to act in |
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| | case of company being wound up) (power of registrar to strike off defunct |
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| | companies) and the company was, at the time of the striking off, carrying |
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| | on business or in operation; |
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| | (b) | if the company was struck off the register under section (Striking off on |
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| | application by company) (voluntary striking off) and any of the |
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| | requirements of section (Circumstances in which application not to be |
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| | made: activities of company) to (Circumstances in which application to |
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| | be withdrawn) was not complied with; |
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| | (c) | if in any other case the court considers it just to do so. |
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| | (2) | If the court orders restoration of the company to the register, the restoration takes |
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| | effect on a copy of the court’s order being delivered to the registrar. |
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| | (3) | The registrar must cause to be published in the Gazette notice of the restoration |
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| | of the company to the register. |
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| | (4) | The notice must state— |
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| | (a) | the name of the company or, if the company is restored to the register |
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| | under a different name, that name and its former name, |
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| | (b) | the company’s registered number, and |
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| | (c) | the date on which the restoration took effect.’. |
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| | Effect of court order for restoration to the register |
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| To move the following Clause:— |
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| | ‘(1) | The general effect of an order by the court for restoration to the register is that the |
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| | company is deemed to have continued in existence as if it had not been dissolved |
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| | or struck off the register. |
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| | (2) | The company is not liable to a penalty under section 458 or any corresponding |
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| | earlier provision (civil penalty for failure to deliver accounts) for a financial year |
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| | in relation to which the period for filing accounts and reports ended— |
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| | (a) | after the date of dissolution or striking off, and |
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| | (b) | before the restoration of the company to the register. |
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| | (3) | The court may give such directions and make such provision as seems just for |
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| | placing the company and all other persons in the same position (as nearly as may |
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| | be) as if the company had not been dissolved or struck off the register. |
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| | (4) | The court may also give directions as to— |
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| | (a) | the delivery to the registrar of such documents relating to the company as |
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| | are necessary to bring up to date the records kept by the registrar, |
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| | (b) | the payment of the costs (in Scotland, expenses) of the registrar in |
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| | connection with the proceedings for the restoration of the company to the |
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| | (c) | where any property or right previously vested in or held on trust for the |
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| | company has vested as bona vacantia, the payment of the costs (in |
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| | Scotland, expenses) of the Crown representative— |
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| | (i) | in dealing with the property during the period of dissolution, or |
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| | (ii) | in connection with the proceedings on the application. |
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| | (5) | In this section the “Crown representative” means— |
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| | (a) | in relation to property vested in the Duchy of Lancaster, the Solicitor to |
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| | (b) | in relation to property vested in the Duke of Cornwall, the Solicitor to the |
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| | (c) | in relation to property in Scotland, the Queen’s and Lord Treasurer’s |
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| | (d) | in relation to other property, the Treasury Solicitor.’. |
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| | Company’s name on restoration |
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| To move the following Clause:— |
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| | ‘(1) | A company is restored to the register with the name it had before it was dissolved |
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| | or struck off the register, subject to the following provisions. |
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| | (2) | If at the date of restoration the company could not be registered under its former |
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| | name without contravening section 67 (name not to be the same as another in the |
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| | registrar’s index of company names), it must be restored to the register— |
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| | (a) | under another name specified— |
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| | (i) | in the case of administrative restoration, in the application to the |
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| | (ii) | in the case of restoration under a court order, in the court’s order, |
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| | (b) | as if its registered number was also its name. |
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| | | References to a company’s being registered in a name and to registration, in that |
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| | context, shall be read as including the company’s being restored to the register. |
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| | (3) | If a company is restored to the register under a name specified in the application |
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| | to the registrar, the provisions of— |
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| | section 80 (change of name: registration and issue of new certificate of |
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| | section 81 (change of name: effect), |
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| | | apply as if the application to the registrar were notice of a change of name. |
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| | (4) | If a company is restored to the register under a name specified in the court’s order, |
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| | section 80 (change of name: registration and issue of new certificate of |
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| | section 81 (change of name: effect), |
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| | | apply as if the copy of the court order delivered to the registrar were notice of a |
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| | (5) | If the company is restored to the register as if its registered number was also its |
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| | (a) | the company must change its name within 14 days after the date of the |
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| | (b) | the change may be made by resolution of the directors (without prejudice |
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| | to any other method of changing the company’s name), |
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| | (c) | the company must give notice to the registrar of the change, and |
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| | (d) | sections 80 and 81 apply as regards the registration and effect of the |
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| | (6) | If the company fails to comply with subsection (5)(a) or (c) an offence is |
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| | (b) | every officer of the company who is in default. |
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| | (7) | A person guilty of an offence under subsection (6) is liable on summary |
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| | conviction to a fine not exceeding level 5 on the standard scale and, for continued |
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| | contravention, to a daily default fine not exceeding one-tenth of level 5 on the |
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| | Effect of restoration to the register where property has vested as bona vacantia |
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| To move the following Clause:— |
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| | ‘(1) | The person in whom any property or right is vested by section (Property of |
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| | dissolved company to be bona vacantia) (property of dissolved company to be |
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| | bona vacantia) may dispose of, or of an interest in, that property or right despite |
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| | the fact that the company may be restored to the register under this Chapter. |
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| | (2) | If the company is restored to the register— |
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| | (a) | the restoration does not affect the disposition (but without prejudice to its |
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| | effect in relation to any other property or right previously vested in or |
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| | held on trust for the company), and |
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| | (b) | the Crown or, as the case may be, the Duke of Cornwall shall pay to the |
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| | company an amount equal to— |
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| | (i) | the amount of any consideration received for the property or |
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| | right or, as the case may be, the interest in it, or |
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| | (ii) | the value of any such consideration at the time of the disposition, |
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| | | or, if no consideration was received an amount equal to the value of the |
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| | property, right or interest disposed of, as at the date of the disposition. |
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| | (3) | There may be deducted from the amount payable under subsection (2)(b) the |
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| | reasonable costs of the Crown representative in connection with the disposition |
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| | (to the extent that they have not been paid as a condition of administrative |
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| | restoration or pursuant to a court order for restoration). |
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| | (4) | Where a liability accrues under subsection (2) in respect of any property or right |
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| | which before the restoration of the company to the register had accrued as bona |
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| | vacantia to the Duchy of Lancaster, the Attorney General of that Duchy shall |
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| | represent Her Majesty in any proceedings arising in connection with that liability. |
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| | (5) | Where a liability accrues under subsection (2) in respect of any property or right |
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| | which before the restoration of the company to the register had accrued as bona |
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| | vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or |
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| | other possessor for the time being of the Duchy) may appoint shall represent the |
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| | Duke (or other possessor) in any proceedings arising out of that liability. |
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| | (6) | In this section the “Crown representative” means— |
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| | (a) | in relation to property vested in the Duchy of Lancaster, the Solicitor to |
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| | (b) | in relation to property vested in the Duke of Cornwall, the Solicitor to the |
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| | (c) | in relation to property in Scotland, the Queen’s and Lord Treasurer’s |
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| | (d) | in relation to other property, the Treasury Solicitor.’. |
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| | Production and inspection of documents where offence suspected |
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| To move the following Clause:— |
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| | ‘(1) | An application under this section may be made— |
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| | (a) | in England and Wales, to a judge of the High Court by the Director of |
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| | Public Prosecutions, the Secretary of State or a chief officer of police; |
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| | (b) | in Scotland, to one of the Lords Commissioners of Justiciary by the Lord |
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| | (c) | in Northern Ireland, to the High Court by the Director of Public |
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| | Prosecutions for Northern Ireland, the Department of Enterprise, Trade |
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| | and Investment or a chief superintendent of the Police Service of |
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| | (2) | If on an application under this section there is shown to be reasonable cause to |
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| | (a) | that any person has, while an officer of a company, committed an offence |
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| | in connection with the management of the company’s affairs, and |
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| | (b) | that evidence of the commission of the offence is to be found in any |
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| | documents in the possession or control of the company, |
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| | | an order under this section may be made. |
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| | (a) | authorise any person named in it to inspect the documents in question, or |
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| | any of them, for the purpose of investigating and obtaining evidence of |
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| | (b) | require the secretary of the company, or such other officer of it as may be |
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| | named in the order, to produce the documents (or any of them) to a person |
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| | named in the order at a place so named. |
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| | (4) | This section applies also in relation to documents in the possession or control of |
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| | a person carrying on the business of banking, so far as they relate to the |
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| | company’s affairs, as it applies to documents in the possession or control of the |
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| | company, except that no such order as is referred to in subsection (3)(b) may be |
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| | made by virtue of this subsection. |
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| | (5) | The decision under this section of a judge of the High Court, any of the Lords |
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| | Commissioners of Justiciary or the High Court is not appealable. |
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| | (6) | In this section “document” includes information recorded in any form.’. |
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| | Application of valuation requirements |
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| To move the following Clause:— |
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| | ‘The provisions of sections (Valuation by qualified independent person) to |
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| | (Valuer entitled to full disclosure) apply to the valuation and report required by— |
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| | section 93 (re-registration as public company: valuation of recently |
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| | transferred non-cash asset); |
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| | section (Public company: valuation of non-cash consideration for shares) |
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| | (allotment of shares of public company in consideration of non-cash |
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| | section (Public company: agreement for transfer of non-cash asset in initial |
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| | period) (transfer of non-cash asset to public company).’. |
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| | Valuation by qualified independent person |
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| To move the following Clause:— |
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| | ‘(1) | The valuation and report must be made by a person (“the valuer”) who— |
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| | (a) | is eligible for appointment as a statutory auditor (see section 841, and |
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| | (b) | meets the independence requirement in section (The independence |
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| | (2) | However, where it appears to the valuer to be reasonable for the valuation of the |
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| | consideration, or part of it, to be made by (or for him to accept a valuation made |
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| | (a) | appears to him to have the requisite knowledge and experience to value |
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| | the consideration or that part of it, and |
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| | (b) | is not an officer or employee of— |
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| | (ii) | any other body corporate that is that company’s subsidiary or |
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| | holding company or a subsidiary of that company’s holding |
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| | | or a partner of or employed by any such officer or employee, |
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| | | he may arrange for or accept such a valuation, together with a report which will |
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| | enable him to make his own report under this section. |
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| | (3) | The references in subsection (2)(b) to an officer or employee do not include an |
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| | (4) | Where the consideration or part of it is valued by a person other than the valuer |
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| | himself, the latter’s report must state that fact and shall also— |
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| | (a) | state the former’s name and what knowledge and experience he has to |
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| | carry out the valuation, and |
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| | (b) | describe so much of the consideration as was valued by the other person, |
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| | and the method used to value it, and specify the date of that valuation.’. |
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| | The independence requirement |
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| To move the following Clause:— |
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| | ‘(1) | A person meets the independence requirement for the purposes of section |
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| | (Valuation by qualified independent person) only if— |
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| | (i) | an officer or employee of the company, or |
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| | (ii) | a partner or employee of such a person, or a partnership of which |
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| | such a person is a partner; |
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| | (i) | an officer or employee of an associated undertaking of the |
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| | (ii) | a partner or employee of such a person, or a partnership of which |
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| | such a person is a partner; and |
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| | (c) | there does not exist between— |
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| | (i) | the person or an associate of his, and |
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| | (ii) | the company or an associated undertaking of the company, |
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| | | a connection of any such description as may be specified by regulations |
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| | made by the Secretary of State. |
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| | (2) | An auditor of the company is not regarded as an officer or employee of the |
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| | company for this purpose. |
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| | “associated undertaking” means— |
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| | (o) | a parent undertaking or subsidiary undertaking of the company, |
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| | (p) | a subsidiary undertaking of a parent undertaking of the company; |
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| | “associate” has the meaning given by section (Meaning of “associate”). |
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| | (4) | Regulations under this section are subject to negative resolution procedure.’. |
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| To move the following Clause:— |
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| | ‘(1) | This section defines “associate” for the purposes of section (The independence |
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| | requirement) (valuation: independence requirement). |
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| | (2) | In relation to an individual, “associate” means— |
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| | (a) | that individual’s spouse or civil partner or minor child or step-child, |
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| | (b) | any body corporate of which that individual is a director, and |
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| | (c) | any employee or partner of that individual. |
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| | (3) | In relation to a body corporate, “associate” means— |
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| | (a) | any body corporate of which that body is a director, |
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| | (b) | any body corporate in the same group as that body, and |
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| | (c) | any employee or partner of that body or of any body corporate in the same |
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| | (4) | In relation to a partnership that is a legal person under the law by which it is |
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| | governed, “associate” means— |
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| | (a) | any body corporate of which that partnership is a director, |
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| | (b) | any employee of or partner in that partnership, and |
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| | (c) | any person who is an associate of a partner in that partnership. |
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| | (5) | In relation to a partnership that is not a legal person under the law by which it is |
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| | governed, “associate” means any person who is an associate of any of the |
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| | (6) | In this section, in relation to a limited liability partnership, for “director” read |
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| | Valuer entitled to full disclosure |
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| To move the following Clause:— |
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| | ‘(1) | A person carrying out a valuation or making a report with respect to any |
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| | consideration proposed to be accepted or given by a company, is entitled to |
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| | require from the officers of the company such information and explanation as he |
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| | thinks necessary to enable him to— |
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| | (a) | carry out the valuation or make the report, and |
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| | (b) | provide any note required by section (Non-cash consideration for shares: |
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| | requirements as to valuation and report)(3) or (Agreement for transfer of |
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| | non-cash asset: requirements as to valution and report)(3) (note required |
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| | where valuation carried out by another person). |
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| | (2) | A person who knowingly or recklessly makes a statement to which this |
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| | subsection applies that is misleading, false or deceptive in a material particular |
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| | (3) | Subsection (2) applies to a statement— |
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