|
|
| |
| |
|
| | (3) | Where, on an application made by a company under this section, the Secretary of |
|
| | State is satisfied that the availability for inspection by members of the public of |
|
| | the particulars of that company’s members’ usual residential addresses creates or |
|
| | (if an order is not made under this section) is likely to create a serious risk that a |
|
| | member, or a person who lives with him, or an employee of his will be subjected |
|
| | to violence, intimidation or criminal activity, he shall make an order under this |
|
| | section (“a company member’s confidentiality order”) in relation to the company. |
|
| | (4) | Where the Secretary of State is not satisfied under subsection (3) he shall dismiss |
|
| | |
| | (5) | At any time when a company member’s confidentiality order is in force in |
|
| | relation to a company, the name and address of any individual in the register of |
|
| | members of the company that is the subject of the confidentiality order, shall not |
|
| | be disclosed to any person who may request either company or Companies House |
|
| | disclosure of such names and addresses save in prescribed circumstances. |
|
| | (6) | The Secretary of State shall give the applicant notice of his decision under |
|
| | subsection (3) or (4); and a notice under this subsection shall be given within such |
|
| | period and shall contain such information as may be prescribed. |
|
| | (7) | The Secretary of State may at any time revoke a company members |
|
| | confidentiality order if he is satisfied that such conditions as may be prescribed |
|
| | |
| |
| | Names and addresses of members of companies: individual application |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Subject to the provisions of this section, an individual may make an application |
|
| | under this section to the Secretary of State where the condition in subsection (2) |
|
| | |
| | (2) | The condition referred to in subsection (1) above is that the individual— |
|
| | (a) | is or proposes to become a member of a relevant company; and |
|
| | (b) | considers that the availability for inspection by members of the public of |
|
| | particulars of his name and usual residential or business address creates, |
|
| | or (if an order is not made under this section) is likely to create, a serious |
|
| | risk that he or a person who lives with him or an employee of his will be |
|
| | subjected to violence, intimidation or criminal activity (“a serious risk”). |
|
| | (3) | Where, on an application made by an individual under this section, the Secretary |
|
| | of State is satisified that the availability for inspection by members of the public |
|
| | of the particulars of the individual’s usual residential address creates or (if an |
|
| | order is not made under this section) is likely to create a serious risk that the |
|
| | individual, or a person who lives with him, or an employee of his will be |
|
| | subjected to violence, intimidation or criminal activity, he shall make an order |
|
| | under this section (“an individual member’s confidentiality order”) in relation to |
|
| | |
| | (4) | Where the Secretary of State is not satisfied under subsection (3) he shall dismiss |
|
| | |
| | (5) | At any time when an individual member’s confidentiality order is in force in |
|
| | relation to an individual the name and address of the individual in the register of |
|
|
|
| |
| |
|
| | members of the company which is the subject of the confidentiality order shall |
|
| | not be disclosed to any person who may request either company or Companies |
|
| | House disclosure of such name and address save in prescribed circumstances. |
|
| | (6) | The Secretary of State shall give the applicant notice of his decision under |
|
| | subsection (3) or (4); and a notice under this subsection shall be given within such |
|
| | period and shall contain such information as may be prescribed. |
|
| | (7) | The Secretary of State may at any time revoke an individual member’s |
|
| | condidentiality order if he is satisfied that such conditions as may be prescribed |
|
| | |
| |
| | Entries relating to former members |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘The provisions of this Chapter apply to the separate register as they apply to the |
|
| | register, with any necessary modifications.’. |
|
| |
| | Auditors’ report on business reviews |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | A business review must— |
|
| | (a) | state whether it has been prepared in accordance with relevant reporting |
|
| | |
| | (b) | contain particulars of, and reasons for, any departure from such |
|
| | |
| | (2) | The auditors must state in their report— |
|
| | (a) | whether in their opinion the information given in the business review for |
|
| | the financial year for which the annual accounts are prepared is consistent |
|
| | |
| | (b) | whether any matters have come to their attention, in the performance of |
|
| | their functions as auditors of the company, which in their opinion are |
|
| | inconsistent with the information given in the operating and financial |
|
| | |
| | (3) | In this section, “reporting standards” means statements of standard reporting |
|
| | |
| | (a) | relate to business reviews, and |
|
|
|
| |
| |
|
| | (b) | are issued by a body or bodies specified in an order made by the Secretary |
|
| | |
| | (4) | References in this section to relevant reporting standards, in relation to a |
|
| | company’s business review, are to such standards as are, in accordance with their |
|
| | terms, applicable to the company’s circumstances and to the review. |
|
| | (5) | Where or the extent that the directors of a company have complied with a |
|
| | reporting standard, they are presumed (unless the contrary is proved) to have |
|
| | complied with the corresponding requirements of this Part relating to the contents |
|
| | |
| |
| | Optional regime for membership register |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | A company may by special resolution exempt itself from any obligation under |
|
| | sections 115 to 117 to allow the inspection of its membership register or to supply |
|
| | a copy of the register or any part of it as long as it undertakes to pass on to all of |
|
| | its members any lawful message or documentation that a member of the company |
|
| | or a member of the public wishes to send to the company’s members. |
|
| | (2) | The company may charge a reasonable fee for sending a message or |
|
| | documentation under subsection (1). |
|
| | (3) | Where the company has made an undertaking under subsection (1) and has failed |
|
| | to carry it out, an offence is committed by— |
|
| | |
| | (b) | every officer of the company who is in default. |
|
| | (4) | 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 |
|
| | |
| | (5) | In the case of any such refusal or default the court may by order compel an |
|
| | immediate inspection of the register or, as the case may be, direct that a copy of |
|
| | the register be sent to the person to whom the undertaking was made.’. |
|
| |
| | Guidance on interpretation of directors’ duties |
|
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State shall from time to time publish binding statutory guidance |
|
| | as to the interpretation of the duties imposed on directors by section 158. |
|
|
|
| |
| |
|
| | (2) | Before publishing the guidance referred to in subsection (1), the Secretary of |
|
| | State shall consult such persons or bodies as he considers relevant.’. |
|
| |
| | Annual general meeting of private company |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘A private company is not required to hold an annual general meeting but section |
|
| | 312 shall apply to a private company if it decides to call an annual general |
|
| | |
| |
| | Rectification of the register without court order |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State may by regulations make provision for the registrar, on |
|
| | application, to remove from the register any material that derives either from |
|
| | anything done without the authority of the company or from something that is |
|
| | |
| | (2) | Regulations under this section are subject to the affirmative resolution |
|
| | |
| |
| | Guidance on content of the business review |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State shall from time to time publish binding, statutory guidance |
|
| | as to the information of each kind mentioned in section 399(4A) to be included in |
|
| | |
|
|
| |
| |
|
| | (2) | Before publishing the guidance referred to in subsection (1), the Secretary of |
|
| | State shall consult such persons or bodies as he considers relevant.’. |
|
| |
| | Civil actions and foreign subsidiaries |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | For this purposes of this section— |
|
| | “parent jurisdiction” means the jurisdiction within the United Kingdom in |
|
| | which the parent company is incorporated or (as the case may be) |
|
| | |
| | “relevant claim” means any claim by any natural person against a relevant |
|
| | subsidiary in respect of personal injury suffered by the claimant outside |
|
| | |
| | “relevant person” means any body corporate incorporated in the United |
|
| | Kingdom or incorporated outside the United Kingdom but required to |
|
| | register a branch or place of business in the United Kingdom; |
|
| | “relevant subsidiary” means a subsidiary of a relevant parent which is |
|
| | incorporated outside of the United Kingdom. |
|
| | (2) | The courts of the parent jurisdiction shall have jurisdiction to determine whether |
|
| | a parent company and its relevant subsidiary shall be jointly and severally liable |
|
| | in respect of any relevant claim pursuant to subsection (3) below. |
|
| | (3) | In the event that any relevant subsidiary is held liable (whether under this section |
|
| | or otherwise and whether in the courts of the United Kingdom or otherwise) in |
|
| | respect of any relevant claim, any parent company will be jointly and severally |
|
| | liable and that relevant subsidiary in respect of that claim if— |
|
| | |
| | (i) | was aware or ought reasonably to have been aware of the conduct |
|
| | by the relevant subsidiary which gave rise to the relevant claim; |
|
| | (ii) | could reasonably foresee that such conduct would give rise to the |
|
| | type of damage which is the subject matter of that claim; and |
|
| | (iii) | except where a relevant subsidiary is held strictly liable for the |
|
| | consequences of any escape or emission (in which case this |
|
| | paragraph shall not apply), had sufficient opportunity and time in |
|
| | which to take reasonable steps to prevent the loss or injury which |
|
| | is the subject of the relevant claim, but failed to do so; and |
|
| | (b) | the conduct of the relevant subsidiary which gave rise to the relevant |
|
| | claim would have given rise to some liability (of any kind) on the part of |
|
| | the parent company to that claimant if the parent company had |
|
| | undertaken that conduct itself.’. |
|
| |
|
|
| |
| |
|
| | Power to extend provisions relating to markets operated by recognised investment |
|
| | |
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | The Secretary of State may by regulations extend the application of the provisions |
|
| | mentioned in subsection (2) to any market (specified by name or description), or |
|
| | to the shares of a company admitted to trading on such market, which— |
|
| | (a) | is not a market operated by a recognised investment exchange, but |
|
| | (b) | is a multilateral trading facility (or, assuming compliance with the |
|
| | provisions of Title II of the Directive (authorisation and operating |
|
| | conditions) would be such a facility). |
|
| | (2) | The provisions mentioned in subsection (1) are— |
|
| | (a) | section 180 of this Act (exceptions relating to substantial property |
|
| | |
| | (b) | paragraph 49 of Part 2 of Schedule 2 to this Act (specified descriptions |
|
| | of disclosure by Takeover Panel); |
|
| | (c) | section 162ZC of the Companies Act 1985 (treatment of shares |
|
| | |
| | (d) | section 163 of the Companies Act 1985 (definitions of “off-market” and |
|
| | |
| | (e) | section 155 of the Companies Act 1989 (default rules in relation to |
|
| | |
| | |
| | “the Directive” means Directive 2004/39 of the European Parliament and |
|
| | the Council of 21 April 2004 on markets in financial instruments; |
|
| | “multilateral trading facility” has the same meaning as in Article 4(15) of |
|
| | |
| | “recognised investment exchange” has the same meaning as in Part 18 of the |
|
| | Financial Services and Markets Act 2000 (c. 8), within the meaning of |
|
| | the provisions mentioned in subsection (2). |
|
| | (4) | Regulations under this section may provide for the application of the provisions |
|
| | mentioned in subsection (2) subject to any adaptations appearing to the Secretary |
|
| | of State to be necessary or expedient. |
|
| | (5) | In subsection (1)(b) the words “(or, assuming compliance with the provisions of |
|
| | Title II of the Directive (authorisation and operating conditions) would be such a |
|
| | facility)” shall cease to have effect on such day as the Secretary of State may by |
|
| | |
| | (6) | The power to make regulations or an order under this section is exercisable by |
|
| | |
| | (7) | A statutory instrument containing— |
|
| | (a) | regulations under this section, or |
|
| | (b) | an order under subsection (5), |
|
| | shall be subject to the negative resolution procedure.’. |
|
| |
|
|
| |
| |
|
| | Distribution out of company share premium account (No. 2) |
|
| |
| | |
| To move the following Clause:— |
|
| | ‘(1) | Section 263 of the Companies Act 1985 is amended as follows. |
|
| | (2) | In subsection (1) after “purpose” insert “except as provided for in section 263(6)”. |
|
| | (3) | After subsection (5) add— |
|
| | “(6) | A company may make a distribution out of the company’s share premium |
|
| | |
| | (a) | the directors certify that the proposed distribution in its totality |
|
| | amounts to less than the operating cash flow minus depreciation |
|
| | |
| | |
| | |
| | |
| | |
| | CGS is the cost of goods sold, |
|
| | G+A is general and administration expenses, |
|
| | NI is the net interest charge, |
|
| | |
| | WCR is the working capital requirement, and |
|
| | D is the depreciation charge of the company in the relevant
|
|
| | |
| | (b) | the directors have made a solvency statement in accordance with |
|
| | section 135B of the Companies Act 1985.”.’. |
|
| |
| | Publication of information about exercising of voting rights |
|
| |
| |
| |
| | |
| To move the following Clause:— |
|
| | ‘Institutions to which section [Power to require information about exercise of |
|
| | voting rights] applies shall publicise, on their website in relation to each |
|
| | opportunity that they have to exercise voting rights attached to shares to which |
|
| | that section applies, whether or not they have exercised such voting rights.’. |
|
| |
|