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| | Company Law Reform Bill [Lords]
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| | [SIXTH AND SEVENTH sittingS]
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| | | Amendment (No. 26) proposed, in page 52, line 10, to leave out from the word |
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| | | ‘inspection’ to the end of line 12 and insert the words ‘of any member of the company |
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| | | without charge, provided that each such member to whom the register is disclosed owns |
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| | | 5 per cent. or more of the issued share capital of the Company.’.—(Mr Jonathan |
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| | | Question proposed, That the Amendment be made. |
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| | Clause 115, page 52, line 21, after first ‘the’, insert ‘precise’. |
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| | Clause 115, page 52, line 29, at end add— |
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| | | ‘(5) | When filing its annual return a company shall not be required to identify its |
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| | | shareholders individually.’. |
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| | Clause 116, page 52, line 32, leave out ‘five’ and insert ‘fifteen’. |
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| | Clause 116, page 52, line 34, leave out ‘apply to the court’ and insert ‘inform the |
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| | person making the request that it is refusing the request because it believes that the request |
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| | is not made for a proper purpose’. |
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| | Clause 116, page 52, line 34, after ‘court’, insert ‘, unless an application for a |
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| | confidentiality order has been made subject to section [Names and addresses of members |
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| | of companies: company application] or [Names and addresses of members of companies: |
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| | individual application]’. |
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| | Clause 116, page 52, leave out line 35 and insert— |
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| | | ‘(2) | The person making the report may apply to the court.’. |
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| | Clause 116, page 52, line 36, after ‘is’, insert ‘not’. |
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| | Clause 116, page 52, line 37, leave out ‘not’. |
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| | Clause 116, page 52, line 38, leave out ‘the company not to comply with’ and insert |
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| | ‘that the company is permitted to refuse’. |
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| | Clause 116, page 52, line 41, leave out from ‘request’ to end. |
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| | Clause 116, page 53, line 2, after ‘is’, insert ‘permitted’. |
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| | Clause 116, page 53, line 5, leave out from ‘if’ to first ‘the’ in line 6 and insert ‘the |
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| | court does not make a direction that the company is permitted to refuse’. |
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| | Clause 117, page 53, line 12, leave out ‘accordance with an order of the court’ and |
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| | insert ‘pursuance of a refusal under section 116(1)(b) (unless the court has decided that it |
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| | is not satisfied that the request was for a proper purpose under section 116(3))’. |
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| | | Clauses 118 and 119 Agreed to. |
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| | Clause 120, page 54, line 16, leave out from beginning to end of line 18 and |
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| | | ‘(1) | A company may transfer to a separate register any entries relating to a former |
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| | | member of the company; and the provisions of this Chapter apply to the separate |
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| | | register as they apply to the register, with any necessary modifications. |
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| | | (2) | An entry relating to a former member of the company may be removed from the |
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| | | register, or from the separate register of former members, after the expiration of |
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| | | ten years from the date on which he ceased to be a member.’. |
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| | | Clauses 121 to 123 Agreed to. |
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| | Clause 124, page 56, line 22, at end insert— |
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| | | ‘(5) | Any amendment to the register consequent upon an order for rectification shall be |
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| | | deemed to have occurred at the time of the passing of the order.’. |
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| | Page 56, line 23, leave out Clause 125. |
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| | Clause 127, page 56, line 34, leave out ‘ten’ and insert ‘fifteen’. |
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| | Page 57, line 1, leave out Clause 128. |
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| | Clause 130, page 57, line 25, leave out paragraph (a). |
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| | | Clauses 131 to 137 Agreed to. |
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| | | Negatived on division 185 |
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| | Clause 253, page 117, line 27, after ‘company’, insert ‘which is entitled to the |
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| | exemption conferred by subsection (1) or (2) of section 249A of the 1985 Act (exemptions |
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| | from audit) in respect of its current financial year’. |
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| | Clause 253, page 117, line 27, after ‘secretary’, insert ‘but may do so’. |
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| | Clause 253, page 117, line 27, at end insert— |
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| | | ‘( ) | A sole director of a private company shall not also be secretary. |
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| | | ( ) | No private company shall— |
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| | | (a) | have as secretary to the company a corporation, the sole director of which |
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| | | is secretary to the company; |
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| | | (b) | have as sole director of the company a corporation, the sole director of |
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| | | which is secretary to the company.’. |
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| | Clause 253, page 117, line 28, after ‘company’ insert ‘which is not required to have |
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| | | Negatived on division 249 |
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| | Clause 253, page 117, line 28, after ‘company’, insert ‘that does not have a |
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| | Clause 253, page 117, line 38, at end add— |
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| | | ‘(2A) | In the case of a private company which does not have a secretary, if the company |
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| | | has more than one director, all of the directors shall have joint and several |
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| | | responsibility for complying with the requirements of the Companies Acts in |
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| | | relation to the company.’. |
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| | Clause 254, page 117, line 40, after ‘company’, insert ‘and a private company |
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| | which is not entitled to the exemption conferred by subsection (1) or (2) of section 249A |
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| | of the 1985 Act (exemptions from audit) in respect of its current financial year’. |
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| | Clause 255, page 118, line 2, leave out ‘public’. |
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| | Clause 255, page 118, line 5, after ‘must’, insert ‘be in writing and’. |
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| | Clause 255, page 118, line 29, at end add— |
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| | | ‘(8) | Nothing in this section shall entitle the Secretary of State to question whether a |
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| | | secretary of a public company satisfies the requirements of section 256.’. |
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| | Clause 256, page 119, line 12, at end insert— |
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| | | ‘(h) | the Association of Accounting Technicians.’. |
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| | Clause 257, page 119, line 14, leave out ‘public company’ and insert ‘company |
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| | which is required by section 254 to have a secretary’. |
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| | Clause 258, page 119, line 22, leave out ‘public company’ and insert ‘company |
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| | which is required by section 254 to have a secretary or which, although not so required, |
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| | Clause 259, page 120, line 2, leave out ‘public company’ and insert ‘company |
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| | which is required by section 254 to have a secretary or which, although not so required, |
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| | Clause 259, page 120, line 5, after ‘notice’, insert ‘in the prescribed form’. |
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