Company Law Reform Bill [HL] (163-167)

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL] (163-167)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 5 — Additional requirements for quoted companies
163

(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.
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(5)
Failure to comply with this section (or the requirements of section 360) does not
affect the validity of—
(a)
the poll, or
(b)
the resolution or other business (if passed or agreed to) to which the
poll relates.
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Supplementary
359
Application of provisions to class meetings
(1)
The provisions of—
section 348 (results of poll to be made available on website), and
sections 349 to 358 (independent report on poll),
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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
the company.
(2)
For the purposes of this section—
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(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
of those rights, and
(b)
references to the variation of rights attached to a class of shares include
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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
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website).
(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
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of the information from the website, must not be conditional on the payment
of a fee or otherwise restricted.
(4)
The information—
(a)
must be made available as soon as reasonably practicable, and
(b)
must be kept available throughout the period of two years beginning
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with the date on which it is first made available on a website in
accordance with this section.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 6 — Records of resolutions and meetings
164

(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,
and
(b)
the failure is wholly attributable to circumstances that it would not be
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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
Chapter apply
(1)
The Secretary of State may by regulations—
(a)
limit the types of company to which some or all of the provisions of this
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Chapter apply, or
(b)
extend some or all of the provisions of this Chapter to additional types
of company.
(2)
Regulations under this section extending the application of any provision of
this Chapter are subject to affirmative resolution procedure.
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(3)
Any other regulations under this section are subject to negative resolution
procedure.
(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
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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.
Chapter 6
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
meetings,
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(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).
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(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
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3 on the standard scale.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 14 — Resolutions and meetings
Chapter 6 — Records of resolutions and meetings
165

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
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resolution.
(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
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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
meeting.
(5)
Where there is a record of proceedings of a general meeting of a company,
then, until the contrary is proved—
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(a)
the meeting is deemed duly held and convened,
(b)
all proceedings at the meeting are deemed to have duly taken place,
and
(c)
all appointments at the meeting are deemed valid.
364
Records of decisions by sole member
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(1)
This section applies to a company limited by shares or by guarantee that has
only one member.
(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,
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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.
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(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
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to in section 362 (records of resolutions etc) relating to the previous ten
years, and
(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.
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Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 15 — Control of political donations and expenditure
166

(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.
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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,
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as they apply in relation to resolutions of members generally and to general
meetings.
Chapter 7
Supplementary provisions
367
Meaning of “quoted company”
20

In this Part “quoted company” has the same meaning as in Part 16 of this Act.
Part 15
Control of political donations and expenditure
Introductory
368
Introductory
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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
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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
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connection with the participation of the party in any election or

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 15 — Control of political donations and expenditure
167

elections to public office held in a member State other than the United
Kingdom.
(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
as intended—
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(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.
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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
(c. 41)—
(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
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sections to a registered party as references to any political party
or other political organisation,

and
(b)
section 53 of that Act applies, in the same way, for the purpose of
determining the value of a donation.
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(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
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references to the independent election candidate,

and
(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,
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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
made.
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