Company Law Reform Bill [HL] (32-38)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (32-38)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 5 — A company’s name
Chapter 3 — Similarity to other names
32

(ii)
not to cause or permit any steps to be taken calculated to result
in another company being registered with a name that is an
offending name.
(2)
An “offending name” means a name that, by reason of its similarity to the name
associated with the applicant in which he claims goodwill, would be likely—
5
(a)
to be the subject of a direction under section 68 (power of registrar to
direct change of name), or
(b)
to give rise to a further application under section 70.
(3)
The order must specify a date by which the respondent company’s name is to
be changed and may be enforced—
10
(a)
in England and Wales or Northern Ireland, in the same way as an order
of the High Court;
(b)
in Scotland, in the same way as a decree of the Court of Session.
(4)
If the respondent company’s name is not changed in accordance with the order
by the specified date, the adjudicator may determine a new name for the
15
company.
(5)
If the adjudicator determines a new name for the respondent company he must
give notice of his determination—
(a)
to the applicant,
(b)
to the respondents, and
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(c)
to the registrar.
(6)
For the purposes of this section a company’s name is changed when the change
takes effect in accordance with section 81(1) (on the issue of the new
certification of incorporation).
74
Appeal from adjudicator’s decision
25
(1)
An appeal lies to the court from any decision of a company names adjudicator
to uphold or dismiss an application under section 70.
(2)
Notice of appeal against a decision upholding an application must be given
before the date specified in the adjudicator’s order by which the respondent
company’s name is to be changed.
30
(3)
If notice of appeal is given against a decision upholding an application, the
effect of the adjudicator’s order is suspended.
(4)
If on appeal the court—
(a)
affirms the decision of the adjudicator to uphold the application, or
(b)
reverses the decision of the adjudicator to dismiss the application,
35

the court may (as the case may require) specify the date by which the
adjudicator’s order is to be complied with, remit the matter to the adjudicator
or make any order that the adjudicator might have made.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 5 — A company’s name
Chapter 4 — Other powers of the Secretary of State
33

Chapter 4
Other powers of the Secretary of State
75
Provision of misleading information etc
(1)
If it appears to the Secretary of State—
(a)
that misleading information has been given for the purposes of a
5
company’s registration by a particular name, or
(b)
that an undertaking or assurance has been given for that purpose and
has not been fulfilled,

the Secretary of State may direct the company to change its name.
(2)
Any direction under this section—
10
(a)
must be given within five years of the company’s registration by that
name, and
(b)
must specify the period within which the company is to change its
name.
(3)
The Secretary of State may by a further direction extend the period within
15
which the company is to change its name.

Any such direction must be given before the end of the period for the time
being specified.
(4)
A direction under this section must be in writing.
(5)
If a company fails to comply with a direction under this section, an offence is
20
committed by—
(a)
the company, and
(b)
every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.
(6)
A person guilty of an offence under this section is liable on summary
25
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 standard scale.
76
Misleading indication of activities
(1)
If in the opinion of the Secretary of State the name by which a company is
30
registered gives so misleading an indication of the nature of its activities as to
be likely to cause harm to the public, the Secretary of State may direct the
company to change its name.
(2)
The direction must be complied with within a period of six weeks from the date
of the direction or such longer period as the Secretary of State may think fit to
35
allow.

This does not apply if an application is duly made to the court under the
following provisions.
(3)
The company may apply to the court to set the direction aside.

The application must be made within the period of three weeks from the date
40
of the direction.
(4)
The court may set the direction aside or confirm it.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 5 — A company’s name
Chapter 5 — Change of name
34


If the direction is confirmed, the court shall specify the period within which the
direction is to be complied with.
(5)
If a company fails to comply with a direction under this section, an offence is
committed by—
(a)
the company, and
5
(b)
every officer of the company who is in default.

For this purpose a shadow director is treated as an officer of the company.
(6)
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
10
3 on the standard scale.
Chapter 5
Change of name
77
Change of name
(1)
A company may change its name—
15
(a)
by special resolution (see section 78), or
(b)
by other means provided for by the company’s articles (see section 79).
(2)
The name of a company may also be changed—
(a)
by resolution of the directors acting under section 65 (change of name
to comply with direction of Secretary of State under that section); or
20
(b)
by order under section 73 (order of adjudicator following objection to
company name).
78
Change of name by special resolution
(1)
Where a change of name has been agreed to by a company by special
resolution, the company must give notice to the registrar.
25

This is in addition to the obligation to forward a copy of the resolution to the
registrar.
(2)
Where a change of name by special resolution is conditional on the occurrence
of an event, the notice given to the registrar of the change must—
(a)
specify that the change is conditional, and
30
(b)
state whether the event has occurred.
(3)
If the notice states that the event has not occurred—
(a)
the registrar is not required to act under section 80 (registration and
issue of new certificate of incorporation) until further notice,
(b)
when the event occurs, the company must give notice to the registrar
35
stating that it has occurred, and
(c)
the registrar may rely on the statement as sufficient evidence of the
matters stated in it.
79
Change of name by means provided for in company’s articles
(1)
Where a change of a company’s name has been made by other means provided
40
for by its articles—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 5 — A company’s name
Chapter 6 — Trading disclosures
35

(a)
the company must give notice to the registrar, and
(b)
the notice must be accompanied by a statement that the change of name
has been made by means provided for by the company’s articles.
(2)
The registrar may rely on the statement as sufficient evidence of the matters
stated in it.
5
80
Change of name: registration and issue of new certificate of incorporation
(1)
This section applies where the registrar receives notice of a change of a
company’s name.
(2)
If the registrar is satisfied—
(a)
that the new name complies with the requirements of this Part, and
10
(b)
that the requirements of the Companies Acts, and any relevant
requirements of the company’s articles, with respect to a change of
name are complied with,

the registrar must enter the new name on the register in place of the former
name.
15
(3)
On the registration of the new name, the registrar must issue a certificate of
incorporation altered to meet the circumstances of the case.
81
Change of name: effect
(1)
A change of a company’s name has effect from the date on which the new
certificate of incorporation is issued.
20
(2)
The change does not affect any rights or obligations of the company or render
defective any legal proceedings by or against it.
(3)
Any legal proceedings that might have been continued or commenced against
it by its former name may be continued or commenced against it by its new
name.
25
Chapter 6
Trading disclosures
82
Requirement to disclose company name etc
(1)
The Secretary of State may by regulations make provision requiring
companies—
30
(a)
to display specified information in specified locations,
(b)
to state specified information in specified descriptions of document or
communication, and
(c)
to provide specified information on request to those they deal with in
the course of their business.
35
(2)
The regulations—
(a)
must in every case require disclosure of the name of the company, and
(b)
may make provision as to the manner in which any specified
information is to be displayed, stated or provided.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 5 — A company’s name
Chapter 6 — Trading disclosures
36

(3)
The regulations may provide that, for the purposes of any requirement to
disclose a company’s name, any variation between a word or words required
to be part of the name and a permitted abbreviation of that word or those
words (or vice versa) shall be disregarded.
(4)
In this section “specified” means specified in the regulations.
5
(5)
Regulations under this section are subject to affirmative resolution procedure.
83
Civil consequences of failure to make required disclosure
(1)
This section applies to any legal proceedings brought by a company to which
section 82 applies (requirement to disclose company name etc) to enforce a
right arising out of a contract made in the course of a business in respect of
10
which the company was, at the time the contract was made, in breach of
regulations under that section.
(2)
The proceedings shall be dismissed if the defendant (in Scotland, the defender)
to the proceedings shows—
(a)
that he has a claim against the claimant (pursuer) arising out of the
15
contract that he has been unable to pursue by reason of the latter’s
breach of the regulations, or
(b)
that he has suffered some financial loss in connection with the contract
by reason of the claimant’s (pursuer’s) breach of the regulations,

unless the court before which the proceedings are brought is satisfied that it is
20
just and equitable to permit the proceedings to continue.
(3)
This section does not affect the right of any person to enforce such rights as he
may have against another person in any proceedings brought by that person.
84
Criminal consequences of failure to make required disclosures
(1)
Regulations under section 82 may provide—
25
(a)
that where a company fails, without reasonable excuse, to comply with
any specified requirement of regulations under that section an offence
is committed by—
(i)
the company, and
(ii)
every officer of the company who is in default;
30
(b)
that a person guilty of such an offence is liable on summary conviction
to a fine not exceeding level 3 on the standard scale and, in the case of
continued contravention, to a daily default fine not exceeding one-
tenth of level 3 on the standard scale.
(2)
In subsection (1)(a) “specified” means specified in the regulations.
35
85
Minor variations in form of name to be left out of account
(1)
For the purposes of this Chapter, in considering a company’s name no account
is to be taken of—
(a)
whether upper or lower case characters (or a combination of the two)
are used,
40
(b)
whether diacritical marks or punctuation are present or absent,
(c)
whether the name is in the same format or style as is specified under
section 58(1)(b) for the purposes of registration,

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 6 — A company’s registered office
37


provided there is no real likelihood of names differing only in those respects
being taken to be different names.
(2)
This does not affect the operation of regulations under section 58(1)(a)
permitting only specified characters, diacritical marks or punctuation.
Part 6
5
A company’s registered office
General
86
A company’s registered office

A company must at all times have a registered office to which all
communications and notices may be addressed.
10
87
Change of address of registered office
(1)
A company may change the address of its registered office by giving notice to
the registrar.
(2)
The change takes effect upon the notice being registered by the registrar, but
until the end of the period of 14 days beginning with the date on which it is
15
registered a person may validly serve any document on the company at the
address previously registered.
(3)
For the purposes of any duty of a company—
(a)
to keep available for inspection at its registered office any register,
index or other document, or
20
(b)
to mention the address of its registered office in any document,
a company that has given notice to the registrar of a change in the address of
its registered office may act on the change as from such date, not more than 14
days after the notice is given, as it may determine.
(4)
Where a company unavoidably ceases to perform at its registered office any
25
such duty as is mentioned in subsection (3)(a) in circumstances in which it was
not practicable to give prior notice to the registrar of a change in the address of
its registered office, but—
(a)
resumes performance of that duty at other premises as soon as
practicable, and
30
(b)
gives notice accordingly to the registrar of a change in the situation of
its registered office within 14 days of doing so,

it is not to be treated as having failed to comply with that duty.
Welsh companies
88
Welsh companies
35
(1)
In the Companies Acts a “Welsh company” means a company as to which it is
stated in the register that its registered office is to be situated in Wales.
(2)
A company—
(a)
whose registered office is in Wales, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 7 — Re-registration as a means of altering a company’s status
38

(b)
as to which it is stated in the register that its registered office is to be
situated in England and Wales,

may by special resolution require the register to be amended so that it states
that the company’s registered office is to be situated in Wales.
(3)
A company—
5
(a)
whose registered office is in Wales, and
(b)
as to which it is stated in the register that its registered office is to be
situated in Wales,

may by special resolution require the register to be amended so that it states
that the company’s registered office is to be situated in England and Wales.
10
(4)
Where a company passes a resolution under this section it must give notice to
the registrar, who shall—
(a)
amend the register accordingly, and
(b)
issue a new certificate of incorporation altered to meet the
circumstances of the case.
15
Part 7
Re-registration as a means of altering a company’s status
Introductory
89
Alteration of status by re-registration
A company may by re-registration under this Part alter its status—
20
(a)
from a private company to a public company (see sections 90 to 96);
(b)
from a public company to a private company (see sections 97 to 101);
(c)
from a private limited company to an unlimited company (see sections
102 to 104);
(d)
from an unlimited private company to a limited company (see sections
25
105 to 107);
(e)
from a public company to an unlimited private company (see sections
109 to 111).
Private company becoming public
90
Re-registration of private company as public
30
(1)
A private company (whether limited or unlimited) may be re-registered as a
public company limited by shares if—
(a)
a special resolution that it should be so re-registered is passed,
(b)
the conditions specified below are met, and
(c)
an application for re-registration is delivered to the registrar in
35
accordance with section 94, together with—
(i)
the other documents required by that section, and
(ii)
a statement of compliance.
(2)
The conditions are—
(a)
that the company has a share capital;
40
(b)
that the requirements of section 91 are met as regards its share capital;