Company Law Reform Bill [HL] (133-138)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (133-138)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 13 — Authorised signatories
133

282
Appointment of authorised signatories
(1)
A company may appoint one or more authorised signatories.
(2)
This is in addition to its directors and, in the case of a public company, its
secretary (or joint secretaries).
(3)
A person so appointed must be an individual.
5
(4)
An appointment under this section must comply with section 283 (minimum
age for appointment as authorised signatory).
283
Minimum age for appointment as authorised signatory
(1)
A person may not be appointed an authorised signatory under this Part unless
he has attained the age of 16 years.
10
(2)
This does not affect the validity of an appointment that is not to take effect until
the person appointed attains that age.
(3)
An appointment made in contravention of this section is void.
(4)
Nothing in this section affects any liability of a person under any provision of
the Companies Acts if he purports to act as an authorised signatory although
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he could not, by virtue of this section, be validly appointed as an authorised
signatory.
284
Register of authorised signatories
(1)
Every company that has appointed one or more persons as authorised
signatories under this Part must keep a register of those persons.
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(2)
The register—
(a)
must contain the required particulars (see sections 285 and 286) of each
person so appointed, and
(b)
must be kept available for inspection at the company’s registered office.
(3)
The register must contain, in a prominent position, a statement—
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(a)
that the company’s directors, and in the case of a public company its
secretary (or any of its joint secretaries), are also authorised signatories
in relation to the company, and
(b)
that particulars of those persons may be found in the company’s
register of directors or register of secretaries.
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(4)
The register must be open to the inspection—
(a)
of any member of the company without charge, and
(b)
of any other person on payment of such fee as may be prescribed.
(5)
If default is made in complying with subsection (1), (2) or (3), or if an inspection
required under subsection (4) is refused, an offence is committed by—
35
(a)
the company, and
(b)
every officer of the company who is in default.
(6)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 5 on the standard scale and, for
continued contravention, a daily default fine not exceeding one-tenth of level
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5 on the standard scale.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 13 — Authorised signatories
134

(7)
In the case of a refusal of inspection of the register, the court may by order
compel an immediate inspection.
285
Particulars to be registered
(1)
A company’s register of authorised signatories must contain the following
particulars of each authorised signatory—
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(a)
name and any former name;
(b)
address.
(2)
For the purposes of this section “name” means a person’s Christian name (or
other forename) and surname, except that in the case of—
(a)
a peer, or
10
(b)
an individual usually known by a title,

the title may be stated instead of his Christian name (or other forename) and
surname or in addition to either or both of them.
(3)
For the purposes of this section a “former name” means a name by which the
individual was formerly known for business purposes.
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Where a person is or was formerly known by more than one such name, each
of them must be stated.
(4)
It is not necessary for the register to contain particulars of a former name in the
following cases—
(a)
in the case of a peer or an individual normally known by a British title,
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where the name is one by which the person was known previous to the
adoption of or succession to the title;
(b)
in the case of any person, where the former name—
(i)
was changed or disused before the person attained the age of 16
years, or
25
(ii)
has been changed or disused for 20 years or more.
(5)
The address required to be stated in the register is a service address.

This may be stated to be “The company’s registered office”.
286
Particulars to be registered: power to make regulations
(1)
The Secretary of State may make provision by regulations amending section
30
285 (particulars of authorised signatories to be registered) so as to add to or
remove items from the particulars required to be contained in a company’s
register of authorised signatories.
(2)
Regulations under this section are subject to affirmative resolution procedure.
287
Duty to notify registrar of changes
35
(1)
A company must, within the period of 14 days from the occurrence of—
(a)
any change in the persons appointed as authorised signatories under
this Part, or
(b)
any change in the particulars contained in its register of authorised
signatories,
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give notice to the registrar of the change and of the date on which it occurred.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 1 — General provisions about resolutions
135

(2)
Notice of a person having been appointed an authorised signatory of the
company under this Part must be accompanied by a consent by that person to
act in that capacity.
(3)
If default is made in complying with this section, an offence is committed by
every officer of the company who is in default.
5

For this purpose a shadow director is treated as an officer of the company.
(4)
A person guilty of an offence under this section is liable on summary
conviction to a fine not exceeding level 5 on the standard scale and, for
continued contravention, a daily default fine not exceeding one-tenth of level
5 on the standard scale.
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Part 14
Resolutions and meetings
Chapter 1
General provisions about resolutions
288
Resolutions
15
(1)
A resolution of the members (or of a class of members) of a private company
must be passed—
(a)
as a written resolution in accordance with Chapter 2 of this Part, or
(b)
at a meeting of the members (to which the provisions of Chapter 3 of
this Part apply).
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(2)
A resolution of the members (or of a class of members) of a public company
must be passed at a meeting of the members (to which the provisions of
Chapter 3 and, where relevant, Chapter 4 of this Part apply).
(3)
Nothing in this Part affects any enactment or rule of law as to—
(a)
things done otherwise than by passing a resolution,
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(b)
circumstances in which a resolution is or is not treated as having been
passed, or
(c)
cases in which a person is precluded from alleging that a resolution has
not been duly passed.
289
Ordinary resolutions
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(1)
An ordinary resolution of the members (or of a class of members) of a company
means a resolution that is passed by a simple majority.
(2)
A written resolution is passed by a simple majority if it is passed by members
representing a simple majority of the total voting rights of eligible members
(see Chapter 2).
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(3)
A resolution passed at a meeting on a show of hands is passed by a simple
majority if it is passed by a simple majority of—
(a)
the members who, being entitled to do so, vote in person on the
resolution, and
(b)
the persons who vote on the resolution as duly appointed proxies of
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members entitled to vote on it.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 1 — General provisions about resolutions
136

(4)
A resolution passed on a poll taken at a meeting is passed by a simple majority
if it is passed by members representing a simple majority of the total voting
rights of members who (being entitled to do so) vote in person or by proxy on
the resolution.
(5)
Anything that may be done by ordinary resolution may also be done by special
5
resolution.
290
Special resolutions
(1)
A special resolution of the members (or of a class of members) of a company
means a resolution passed by a majority of not less than 75%.
(2)
A written resolution is passed by a majority of not less than 75% if it is passed
10
by members representing not less than 75% of the total voting rights of eligible
members (see Chapter 2).
(3)
Where a resolution of a private company is passed as a written resolution—
(a)
the resolution is not a special resolution unless it stated that it was
proposed as a special resolution, and
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(b)
if the resolution so stated, it may only be passed as a special resolution.
(4)
A resolution passed at a meeting on a show of hands is passed by a majority of
not less than 75% if it is passed by not less than 75% of—
(a)
the members who, being entitled to do so, vote in person on the
resolution, and
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(b)
the persons who vote on the resolution as duly appointed proxies of
members entitled to vote on it.
(5)
A resolution passed on a poll taken at a meeting is passed by a majority of not
less than 75% if it is passed by members representing not less than 75% of the
total voting rights of the members who (being entitled to do so) vote in person
25
or by proxy on the resolution.
(6)
Where a resolution is passed at a meeting—
(a)
the resolution is not a special resolution unless the notice of the meeting
included the text of the resolution and specified the intention to
propose the resolution as a special resolution, and
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(b)
if the notice of the meeting so specified, the resolution may only be
passed as a special resolution.
291
Votes: general rules
(1)
On a vote on a written resolution—
(a)
in the case of a company having a share capital, every member has one
35
vote in respect of each share or each £10 of stock held by him, and
(b)
in any other case, every member has one vote.
(2)
On a vote on a resolution on a show of hands at a meeting—
(a)
every member present in person has one vote, and
(b)
every proxy present who has been duly appointed by a member
40
entitled to vote on the resolution has one vote.
(3)
On a vote on a resolution on a poll taken at a meeting—
(a)
in the case of a company having a share capital, every member has one
vote in respect of each share or each £10 of stock held by him, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 1 — General provisions about resolutions
137

(b)
in any other case, every member has one vote.
(4)
The provisions of this section have effect subject to any provision of the
company’s articles.
292
Votes: specific requirements
(1)
Where a member entitled to vote on a resolution has appointed one proxy only,
5
and the company’s articles provide that the proxy has fewer votes in a vote on
a resolution on a show of hands taken at a meeting than the member would
have if he were present in person—
(a)
the provision about how many votes the proxy has on a show of hands
is void, and
10
(b)
the proxy has the same number of votes on a show of hands as the
member who appointed him would have if he were present at the
meeting.
(2)
Where a member entitled to vote on a resolution has appointed more than one
proxy, subsection (1) applies as if the references to the proxy were references
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to the proxies taken together.
(3)
In relation to a resolution required or authorised by an enactment, if a private
company’s articles provide that a member has a different number of votes in
relation to a resolution when it is passed as a written resolution and when it is
passed on a poll taken at a meeting—
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(a)
the provision about how many votes a member has in relation to the
resolution passed on a poll is void, and
(b)
a member has the same number of votes in relation to the resolution
when it is passed on a poll as he has when it is passed as a written
resolution.
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293
Votes of joint holders of shares
(1)
In the case of joint holders of shares of a company, only the vote of the senior
holder who votes (and any proxies duly authorised by him) may be counted by
the company.
(2)
For the purposes of this section, the senior holder of a share is determined by
30
the order in which the names of the joint holders appear in the register of
members.
(3)
Subsections (1) and (2) have effect subject to any provision of the company’s
articles.
294
Effect of provision in company’s articles as to admissibility of votes
35
(1)
This section applies where—
(a)
a person votes on a resolution of a company,
(b)
that person was not entitled to vote as he did, and
(c)
the company’s articles provide that an objection to a person’s
entitlement to vote must be made in accordance with a procedure
40
specified in the articles.
(2)
The person is deemed to have been entitled to vote as he did if—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 2 — Written resolutions
138

(a)
no objection to his entitlement to vote is made in accordance with the
procedure, or
(b)
at least one objection to his entitlement to vote is made in accordance
with the procedure, and each such objection is rejected in accordance
with it.
5
Chapter 2
Written resolutions
General provisions about written resolutions
295
Written resolutions of private companies
(1)
In the Companies Acts a “written resolution” means a resolution of a private
10
company proposed and passed in accordance with this Chapter.
(2)
The following may not be passed as a written resolution—
(a)
a resolution under section 169 removing a director before the expiration
of his period of office;
(b)
a resolution under section 524 removing an auditor before the
15
expiration of his term of office.
(3)
A resolution may be proposed as a written resolution—
(a)
by the directors of a private company (see section 298), or
(b)
by the members of a private company (see sections 299 to 302).
(4)
References in enactments passed or made before this Chapter comes into force
20
to—
(a)
a resolution of a company in general meeting, or
(b)
a resolution of a meeting of a class of members of the company,

have effect as if they included references to a written resolution of the
members, or of a class of members, of a private company (as appropriate).
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(5)
A written resolution of a private company has effect as if passed (as the case
may be)—
(a)
by the company in general meeting, or
(b)
by a meeting of a class of members of the company,

and references in enactments passed or made before this section comes into
30
force to a meeting at which a resolution is passed or to members voting in
favour of a resolution shall be construed accordingly.
296
Eligible members
(1)
In relation to a resolution proposed as a written resolution of a private
company, the eligible members are the members who would have been
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entitled to vote on the resolution on the circulation date of the resolution (see
section 297).
(2)
If the persons entitled to vote on a written resolution change during the course
of the day that is the circulation date of the resolution, the eligible members are
the persons entitled to vote on the resolution at the time that the first copy of
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the resolution is sent or submitted to a member for his agreement.