|
| |
|
(3) | In the event of default in complying with this section (or with the requirements |
| |
of section 360 as it applies for the purposes of this section), an offence is |
| |
committed by every officer of the company who is in default. |
| |
(4) | A person guilty of an offence under subsection (3) is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale. |
| 5 |
(5) | Failure to comply with this section (or the requirements of section 360) does not |
| |
| |
| |
(b) | the resolution or other business (if passed or agreed to) to which the |
| |
| 10 |
| |
359 | Application of provisions to class meetings |
| |
| |
section 348 (results of poll to be made available on website), and |
| |
sections 349 to 358 (independent report on poll), |
| 15 |
| apply (with any necessary modifications) in relation to a meeting of holders of |
| |
a class of shares of a quoted company in connection with the variation of the |
| |
rights attached to such shares as they apply in relation to a general meeting of |
| |
| |
(2) | For the purposes of this section— |
| 20 |
(a) | any amendment of a provision contained in a company’s articles for the |
| |
variation of the rights attached to a class of shares, or the insertion of |
| |
any such provision into the articles, is itself to be treated as a variation |
| |
| |
(b) | references to the variation of rights attached to a class of shares include |
| 25 |
references to their abrogation. |
| |
360 | Requirements as to website availability |
| |
(1) | The following provisions apply for the purposes of— |
| |
section 348 (results of poll to be made available on website), and |
| |
section 358 (report of independent observer to be made available on |
| 30 |
| |
(2) | The information must be made available on a website that— |
| |
(a) | is maintained by or on behalf of the company, and |
| |
(b) | identifies the company in question. |
| |
(3) | Access to the information on the website, and the ability to obtain a hard copy |
| 35 |
of the information from the website, must not be conditional on the payment |
| |
of a fee or otherwise restricted. |
| |
| |
(a) | must be made available as soon as reasonably practicable, and |
| |
(b) | must be kept available throughout the period of two years beginning |
| 40 |
with the date on which it is first made available on a website in |
| |
accordance with this section. |
| |
|
| |
|
| |
|
(5) | A failure to make information available on a website throughout the period |
| |
specified in subsection (4)(b) is disregarded if— |
| |
(a) | the information is made available on the website for part of that period, |
| |
| |
(b) | the failure is wholly attributable to circumstances that it would not be |
| 5 |
reasonable to have expected the company to prevent or avoid. |
| |
361 | Power to limit or extend the types of company to which provisions of this |
| |
| |
(1) | The Secretary of State may by regulations— |
| |
(a) | limit the types of company to which some or all of the provisions of this |
| 10 |
| |
(b) | extend some or all of the provisions of this Chapter to additional types |
| |
| |
(2) | Regulations under this section extending the application of any provision of |
| |
this Chapter are subject to affirmative resolution procedure. |
| 15 |
(3) | Any other regulations under this section are subject to negative resolution |
| |
| |
(4) | Regulations under this section may— |
| |
(a) | amend the provisions of this Chapter (apart from this section); |
| |
(b) | repeal and re-enact provisions of this Chapter with modifications of |
| 20 |
form or arrangement, whether or not they are modified in substance; |
| |
(c) | contain such consequential, incidental and supplementary provisions |
| |
(including provisions amending, repealing or revoking enactments) as |
| |
the Secretary of State thinks fit. |
| |
| 25 |
Records of resolutions and meetings |
| |
362 | Records of resolutions and meetings etc |
| |
(1) | Every company must keep records comprising— |
| |
(a) | copies of all resolutions of members passed otherwise than at general |
| |
| 30 |
(b) | minutes of all proceedings of general meetings, and |
| |
(c) | details provided to the company in accordance with section 364 |
| |
(decisions of sole member). |
| |
(2) | The records must be kept for at least ten years from the date of the resolution, |
| |
meeting or decision (as appropriate). |
| 35 |
(3) | If a company fails to comply with this section, an offence is committed by 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 |
| 40 |
| |
|
| |
|
| |
|
363 | Records as evidence of resolutions etc |
| |
(1) | This section applies to the records kept in accordance with section 362. |
| |
(2) | The record of a resolution passed otherwise than at a general meeting, if |
| |
purporting to be signed by a director of the company or by the company |
| |
secretary, is evidence (in Scotland, sufficient evidence) of the passing of the |
| 5 |
| |
(3) | Where there is a record of a written resolution of a private company, the |
| |
requirements of this Act with respect to the passing of the resolution are |
| |
deemed to be complied with unless the contrary is proved. |
| |
(4) | The minutes of proceedings of a general meeting, if purporting to be signed by |
| 10 |
the chairman of that meeting or by the chairman of the next general meeting, |
| |
are evidence (in Scotland, sufficient evidence) of the proceedings at the |
| |
| |
(5) | Where there is a record of proceedings of a general meeting of a company, |
| |
then, until the contrary is proved— |
| 15 |
(a) | the meeting is deemed duly held and convened, |
| |
(b) | all proceedings at the meeting are deemed to have duly taken place, |
| |
| |
(c) | all appointments at the meeting are deemed valid. |
| |
364 | Records of decisions by sole member |
| 20 |
(1) | This section applies to a company limited by shares or by guarantee that has |
| |
| |
(2) | Where the member takes any decision that— |
| |
(a) | may be taken by the company in general meeting, and |
| |
(b) | has effect as if agreed by the company in general meeting, |
| 25 |
| he must (unless that decision is taken by way of a written resolution) provide |
| |
the company with details of that decision. |
| |
(3) | If a person fails to comply with this section he commits an offence. |
| |
(4) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 2 on the standard scale. |
| 30 |
(5) | Failure to comply with this section does not affect the validity of any decision |
| |
referred to in subsection (2). |
| |
365 | Inspection of records of resolutions and meetings |
| |
(1) | The company must at all times— |
| |
(a) | keep available for inspection at its registered office the records referred |
| 35 |
to in section 362 (records of resolutions etc) relating to the previous ten |
| |
| |
(b) | open those records to inspection by any member without charge. |
| |
(2) | Any member is entitled on payment of such fee as may be prescribed to be |
| |
furnished with a copy of any of those records. |
| 40 |
|
| |
|
| |
|
(3) | If an inspection required under this section is refused or if a copy requested |
| |
under this section is not sent, an offence is committed by 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 |
| 5 |
continued contravention, to a daily default fine not exceeding one-tenth of |
| |
level 3 on the standard scale. |
| |
(5) | In the case of any such refusal or default, the court may by order compel an |
| |
immediate inspection of the records or direct that the copies required be sent |
| |
to the persons who requested them. |
| 10 |
366 | Records of resolutions and meetings of class of members |
| |
The provisions of this Chapter apply (with necessary modifications) in relation |
| |
to resolutions and meetings of— |
| |
(a) | holders of a class of shares, and |
| |
(b) | in the case of a company without a share capital, a class of members, |
| 15 |
as they apply in relation to resolutions of members generally and to general |
| |
| |
| |
| |
367 | Meaning of “quoted company” |
| 20 |
| In this Part “quoted company” has the same meaning as in Part 16 of this Act. |
| |
| |
Control of political donations and expenditure |
| |
| |
| 25 |
| This Part has effect for controlling— |
| |
(a) | political donations made by companies to political parties, to other |
| |
political organisations and to independent election candidates, and |
| |
(b) | political expenditure incurred by companies. |
| |
Donations and expenditure to which this Part applies |
| 30 |
369 | Political parties, organisations etc to which this Part applies |
| |
(1) | This Part applies to a political party if— |
| |
(a) | it is registered under Part 2 of the Political Parties, Elections and |
| |
Referendums Act 2000 (c. 41), or |
| |
(b) | it carries on, or proposes to carry on, activities for the purposes of or in |
| 35 |
connection with the participation of the party in any election or |
| |
|
| |
|
| |
|
elections to public office held in a member State other than the United |
| |
| |
(2) | This Part applies to an organisation (a “political organisation”) if it carries on, |
| |
or proposes to carry on, activities that are capable of being reasonably regarded |
| |
| 5 |
(a) | to affect public support for a political party to which, or an independent |
| |
election candidate to whom, this Part applies, or |
| |
(b) | to influence voters in relation to any national or regional referendum |
| |
held under the law of the United Kingdom or another member State. |
| |
(3) | This Part applies to an independent election candidate at any election to public |
| 10 |
office held in the United Kingdom or another member State. |
| |
(4) | Any reference in the following provisions of this Part to a political party, |
| |
political organisation or independent election candidate, or to political |
| |
expenditure, is to a party, organisation, independent candidate or expenditure |
| |
to which this Part applies. |
| 15 |
370 | Meaning of “political donation” |
| |
(1) | The following provisions have effect for the purposes of this Part as regards the |
| |
meaning of “political donation”. |
| |
(2) | In relation to a political party or other political organisation— |
| |
(a) | “political donation” means anything that in accordance with sections 50 |
| 20 |
to 52 of the Political Parties, Elections and Referendums Act 2000 |
| |
| |
(i) | constitutes a donation for the purposes of Chapter 1 of Part 4 of |
| |
that Act (control of donations to registered parties), or |
| |
(ii) | would constitute such a donation reading references in those |
| 25 |
sections to a registered party as references to any political party |
| |
or other political organisation, |
| |
| |
(b) | section 53 of that Act applies, in the same way, for the purpose of |
| |
determining the value of a donation. |
| 30 |
(3) | In relation to an independent election candidate— |
| |
(a) | “political donation” means anything that, in accordance with sections |
| |
50 to 52 of that Act, would constitute a donation for the purposes of |
| |
Chapter 1 of Part 4 of that Act (control of donations to registered |
| |
parties) reading references in those sections to a registered party as |
| 35 |
references to the independent election candidate, |
| |
| |
(b) | section 53 of that Act applies, in the same way, for the purpose of |
| |
determining the value of a donation. |
| |
(4) | For the purposes of this section, sections 50 and 53 of the Political Parties, |
| 40 |
Elections and Referendums Act 2000 (definition of “donation” and value of |
| |
donations) shall be treated as if the amendments to those sections made by the |
| |
Electoral Administration Act 2006 (which remove from the definition of |
| |
“donation” loans made otherwise than on commercial terms) had not been |
| |
| 45 |
|
| |
|