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| |
| |
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| | (a) | made (whether orally or in writing) to a person carrying out a valuation |
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| | |
| | (b) | conveying or purporting to convey any information or explanation which |
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| | that person requires, or is entitled to require, under subsection (1). |
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| | (4) | A person guilty of an offence under subsection (2) is liable— |
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| | (a) | on conviction on indictment, to imprisonment for a term not exceeding |
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| | two years or a fine (or both); |
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| | (b) | on summary conviction— |
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| | (i) | in England and Wales, to imprisonment for a term not exceeding |
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| | twelve months or to a fine not exceeding the statutory maximum |
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| | |
| | (ii) | in Scotland or Northern Ireland, to imprisonment for a term not |
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| | exceeding six months, or to a fine not exceeding the statutory |
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| | |
| |
| | Meaning of “subsidiary” etc |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | A company is a “subsidiary” of another company, its “holding company”, if that |
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| | |
| | (a) | hold a majority of the voting rights in it, or |
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| | (b) | is a member of it and has the right to appoint or remove a majority of its |
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| | |
| | (c) | is a member of it and controls alone, pursuant to an agreement with other |
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| | members, a majority of the voting rights in it, |
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| | | or if it is a subsidiary of a company that is itself a subsidiary of that other |
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| | |
| | (2) | A company is a “wholly-owned subsidiary” of another company if it has no |
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| | members except that other and that other’s wholly-owned subsidiaries or persons |
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| | acting on behalf of that other or its wholly-owned subsidiaries. |
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| | |
| | otherwise supplementing this section. |
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| | (4) | In this section and that Schedule “company” includes any body corporate.’. |
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| |
| | Meaning of “subsidiary” etc: power to amend |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | The Secretary of State may by regulations amend the provisions of section |
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| | (Meaning of “subsidiary” etc) (meaning of “subsidiary” etc) and Schedule |
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| |
| |
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| | (Meaning of “subsidiary” etc: supplementary provisions) (meaning of |
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| | “subsidiary” etc: supplementary provisions) so as to alter the meaning of the |
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| | expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”. |
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| | (2) | Regulations under this section are subject to negative resolution procedure. |
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| | (3) | Any amendment made by regulations under this section does not apply for the |
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| | purposes of enactments outside the Companies Acts unless the regulations so |
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| | |
| | (4) | So much of section 23(3) of the Interpretation Act 1978 (c. 30) as applies section |
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| | 17(2)(a) of that Act (effect of repeal and re-enactment) to deeds, instruments and |
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| | documents other than enactments does not apply in relation to any repeal and re- |
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| | enactment effected by regulations under this section.’. |
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| |
| | Meaning of “banking company” and “banking group” |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section defines “banking company” and “banking group” for the purposes of |
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| | |
| | (2) | “Banking company” means a person who has permission under Part 4 of the |
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| | Financial Services and Markets Act 2000 (c. 8) to accept deposits, other than— |
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| | (a) | a person who is not a company, and |
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| | (b) | a person who has such permission only for the purpose of carrying on |
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| | another regulated activity in accordance with permission under that Part. |
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| | (3) | The definition in subsection (2) must be read with section 22 of that Act, any |
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| | relevant order under that section and Schedule 2 to that Act. |
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| | (4) | References to a banking group are to a group where the parent company is a |
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| | banking company or where— |
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| | (a) | the parent company’s principal subsidiary undertakings are wholly or |
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| | mainly credit institutions, and |
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| | (b) | the parent company does not itself carry on any material business apart |
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| | from the acquisition, management and disposal of interests in subsidiary |
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| | |
| | | “Group” here means a parent undertaking and its subsidiary undertakings. |
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| | (5) | For the purposes of subsection (4)— |
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| | (a) | a parent company’s principal subsidiary undertakings are the subsidiary |
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| | undertakings of the company whose results or financial position would |
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| | principally affect the figures shown in the group accounts, and |
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| | (b) | the management of interests in subsidiary undertakings includes the |
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| | provision of services to such undertakings.’. |
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| |
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| |
| |
|
| | Meaning of “insurance company” and related expressions |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section defines “insurance company”, “authorised insurance company”, |
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| | “insurance group” and “insurance market activity” for the purposes of the |
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| | |
| | (2) | An “authorised insurance company” means a person (whether incorporated or |
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| | not) who has permission under Part 4 of the Financial Services and Markets Act |
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| | 2000 (c. 8) to effect or carry out contracts of insurance. |
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| | (3) | An “insurance company” means— |
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| | (a) | an authorised insurance company, or |
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| | (b) | any other person (whether incorporated or not) who— |
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| | (i) | carries on insurance market activity, or |
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| | (ii) | may effect or carry out contracts of insurance under which the |
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| | benefits provided by that person are exclusively or primarily |
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| | benefits in kind in the event of accident to or breakdown of a |
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| | |
| | (4) | Neither expression includes a friendly society within the meaning of the Friendly |
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| | Societies Act 1992 (c. 40). |
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| | (5) | References to an insurance group are to a group where the parent company is an |
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| | insurance company or where— |
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| | (a) | the parent company’s principal subsidiary undertakings are wholly or |
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| | mainly insurance companies, and |
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| | (b) | the parent company does not itself carry on any material business apart |
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| | from the acquisition, management and disposal of interests in subsidiary |
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| | |
| | | “Group” here means a parent undertaking and its subsidiary undertakings. |
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| | (6) | For the purposes of subsection (5)— |
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| | (a) | a parent company’s principal subsidiary undertakings are the subsidiary |
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| | undertakings of the company whose results or financial position would |
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| | principally affect the figures shown in the group accounts, and |
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| | (b) | the management of interests in subsidiary undertakings includes the |
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| | provision of services to such undertakings. |
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| | (7) | “Insurance market activity” has the meaning given in section 316(3) of the |
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| | Financial Services and Markets Act 2000 (c. 8). |
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| | (8) | References in this section to contracts of insurance and to the effecting or carrying |
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| | out of such contracts must be read with section 22 of that Act, any relevant order |
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| | under that section and Schedule 2 to that Act.’. |
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| |
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| |
| |
|
| | “Employees’ share scheme” |
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| |
| | |
| To move the following Clause:— |
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| | ‘For the purposes of the Companies Acts an employees’ share scheme is a scheme |
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| | for encouraging or facilitating the holding of shares in or debentures of a |
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| | company by or for the benefit of— |
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| | (a) | the bona fide employees or former employees of— |
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| | |
| | (ii) | any subsidiary of the company, or |
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| | (iii) | the company’s holding company or any subsidiary of the |
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| | company’s holding company, or |
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| | (b) | the spouses, civil partners, surviving spouses, surviving civil partners, or |
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| | minor children or step-children of such employees or former |
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| | |
| |
| | |
| |
| | |
| To move the following Clause:— |
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| | ‘In the Companies Acts “prescribed” means prescribed (by order or by |
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| | regulations) by the Secretary of State.’. |
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| |
| | Persons subject to foreign restrictions |
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| |
| | |
| To move the following Clause:— |
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| | ‘(1) | This section defines what is meant by references in this Part to a person being |
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| | subject to foreign restrictions. |
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| | (2) | A person is subject to foreign restrictions if under the law of a country or territory |
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| | outside the United Kingdom— |
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| | (a) | he is, by reason of misconduct or unfitness, disqualified to any extent |
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| | from acting in connection with the affairs of a company, |
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| | (b) | he is, by reason of misconduct or unfitness, required— |
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| | (i) | to obtain permission from a court or other authority, or |
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| | (ii) | to meet any other condition, |
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| | | before acting in connection with the affairs of a company, |
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| |
| |
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| | (c) | he has, by reason of misconduct or unfitness, given undertakings to a |
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| | court or other authority of a country or territory outside the United |
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| | |
| | (i) | not to act in connection with the affairs of a company, or |
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| | (ii) | restricting the extent to which, or the way in which, he may do |
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| | |
| | (3) | The references in subsection (2) to acting in connection with the affairs of a |
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| | company are to doing any of the following— |
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| | (a) | being a director of a company, |
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| | (b) | acting as receiver of a company’s property, or |
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| | (c) | being concerned or taking part in the promotion, formation or |
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| | |
| | |
| | (a) | “company” means a company incorporated or formed under the law of |
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| | the country or territory in question, and |
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| | (b) | in relation to such a company— |
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| | “director” means the holder of an office corresponding to that of |
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| | director of a UK company; and |
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| | “receiver” includes any corresponding officer under the law of that |
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| | |
| |
| | Meaning of “the court” and “UK company” |
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| |
| | |
| To move the following Clause:— |
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| | |
| | |
| | (q) | in England and Wales, the High Court or a county court; |
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| | (r) | in Scotland, the Court of Session or the sheriff court; |
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| | (s) | in Northern Ireland, the High Court; |
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| | “UK company” means a body corporate that— |
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| | (t) | is a company as defined in section 1 of this Act, or |
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| | (u) | is registered under the Companies Acts by virtue of section 694 |
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| | (bodies not formed under Companies Acts but authorised to |
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| | |
| |
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| |
| |
|
| | Disqualification of persons subject to foreign restrictions |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State may make provision by regulations disqualifying a person |
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| | subject to foreign restrictions from— |
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| | (a) | being a director of a UK company, |
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| | (b) | acting as receiver of a UK company’s property, or |
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| | (c) | in any way, whether directly or indirectly, being concerned or taking part |
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| | in the promotion, formation or management of a UK company. |
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| | (2) | The regulations may provide that a person subject to foreign restrictions— |
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| | (a) | is disqualified automatically by virtue of the regulations, or |
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| | (b) | may be disqualified by order of the court on the application of the |
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| | |
| | (3) | The regulations may provide that the Secretary of State may accept an |
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| | undertaking (a “disqualification undertaking”) from a person subject to foreign |
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| | restrictions that he will not do anything which would be in breach of a |
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| | disqualification under subsection (1). |
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| | |
| | (a) | a “person disqualified under this Part” is a person— |
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| | (i) | disqualified as mentioned in subsection (2)(a) or (b), or |
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| | (ii) | who has given and is subject to a disqualification undertaking; |
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| | (b) | references to a breach of a disqualification include a breach of a |
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| | disqualification undertaking. |
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| | (5) | The regulations may provide for applications to the court by persons disqualified |
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| | under this Part for permission to act in a way which would otherwise be in breach |
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| | |
| | (6) | The regulations must provide that a person ceases to be disqualified under this |
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| | Part on his ceasing to be subject to foreign restrictions. |
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| | (7) | Regulations under this section are subject to affirmative resolution procedure.’. |
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| |
| | Disqualification regulations: supplementary |
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| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Regulations under section (Disqualification of persons subject to foreign |
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| | restrictions) may make different provision for different cases and may in |
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| | particular distinguish between cases by reference to— |
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| | (a) | the conduct on the basis of which the person became subject to foreign |
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| | |
| | (b) | the nature of the foreign restrictions; |
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| | (c) | the country or territory under whose law the foreign restrictions were |
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| | |
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| |
| |
|
| | (2) | Regulations under section (Disqualification of persons subject to foreign |
|
| | restrictions)(2)(b) or (5) (provision for applications to the court)— |
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| | (a) | must specify the grounds on which an application may be made; |
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| | (b) | may specify factors to which the court shall have regard in determining |
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| | |
| | (3) | The regulations may, in particular, require the court to have regard to the |
|
| | |
| | (a) | whether the conduct on the basis of which the person became subject to |
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| | foreign restrictions would, if done in relation to a UK company, have led |
|
| | a court to make a disqualification order on an application under the |
|
| | Company Directors Disqualification Act 1986 (c. 46) or the Company |
|
| | Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/ |
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| | |
| | (b) | in a case in which the conduct on the basis of which the person became |
|
| | subject to foreign restrictions would not be unlawful if done in relation to |
|
| | a UK company, the fact that the person acted unlawfully under foreign |
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| | |
| | (c) | whether the person’s activities in relation to UK companies began after |
|
| | he became subject to foreign restrictions; |
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| | (d) | whether the person’s activities (or proposed activities) in relation to UK |
|
| | companies are undertaken (or are proposed to be undertaken) outside the |
|
| | |
| | (4) | Regulations under section (Disqualification of persons subject to foreign |
|
| | restrictions)(3) (provision as to undertakings given to the Secretary of State) may |
|
| | include provision allowing the Secretary of State, in determining whether to |
|
| | accept an undertaking, to take into account matters other than criminal |
|
| | convictions notwithstanding that the person may be criminally liable in respect of |
|
| | |
| | (5) | Regulations under section (Disqualification of persons subject to foreign |
|
| | restrictions)(5) (provision for application to court for permission to act) may |
|
| | |
| | (a) | entitling the Secretary of State to be represented at the hearing of the |
|
| | |
| | (b) | as to the giving of evidence or the calling of witnesses by the Secretary |
|
| | of State at the hearing of the application.’. |
|
| |
| | Offence of breach of disqualification |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Regulations under section (Disqualification of persons subject to foreign |
|
| | restrictions) may provide that a person disqualified under this Part who acts in |
|
| | breach of the disqualification commits an offence. |
|
| | (2) | The regulations may provide that a person guilty of such an offence is liable— |
|
| | (a) | on conviction on indictment, to imprisonment for a term not exceeding |
|
| | two years or a fine (or both); |
|
| | (b) | on summary conviction— |
|
|