Company Law Reform Bill [HL] (402-406)

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Company Law Reform Bill [HL] (402-406)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 25 — A company’s annual return
402

859
Contents of annual return: general
(1)
Every annual return must state the date to which it is made up and contain the
following information—
(a)
the address of the company’s registered office;
(b)
the type of company it is and its principal business activities;
5
(c)
the prescribed particulars of—
(i)
the directors of the company,
(ii)
in the case of a public company, the secretary or joint
secretaries, and
(iii)
any person appointed as an authorised signatory of the
10
company;
(d)
if the register of members is not kept available for inspection at the
company’s registered office, the address of the place where it is kept
available for inspection;
(e)
if any register of debenture holders (or a duplicate of any such register
15
or a part of it) is not kept available for inspection at the company’s
registered office, the address of the place where it is kept available for
inspection.
(2)
The information as to the company’s type must be given by reference to the
classification scheme prescribed for the purposes of this section.
20
(3)
The information as to the company’s principal business activities may be given
by reference to one or more categories of any prescribed system of classifying
business activities.
860
Contents of annual return: information about share capital and shareholders
(1)
The annual return of a company having a share capital must also contain—
25
(a)
a statement of capital, and
(b)
the particulars required by subsections (3) to (6) about the members of
the company.
(2)
The statement of capital must state with respect to the company’s share capital
at the date to which the return is made up—
30
(a)
the total number of shares of the company,
(b)
the aggregate nominal value of those shares,
(c)
for each class of shares—
(i)
prescribed particulars of the rights attached to the shares,
(ii)
the total number of shares of that class, and
35
(iii)
the aggregate nominal value of shares of that class, and
(d)
the amount paid up and the amount (if any) unpaid on each share
(whether on account of the nominal value of the share or by way of
premium).
(3)
The return must contain the prescribed particulars of every person who—
40
(a)
is a member of the company on the date to which the return is made up,
or
(b)
has ceased to be a member of the company since the date to which the
last return was made up (or, in the case of the first return, since the
incorporation of the company).
45

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 25 — A company’s annual return
403


The return must conform to such requirements as may be prescribed for the
purpose of enabling the entries relating to any given person to be easily found.
(4)
The return must also state—
(a)
the number of shares of each class held by each member of the company
at the date to which the return is made up,
5
(b)
the number of shares of each class transferred—
(i)
since the date to which the last return was made up, or
(ii)
in the case of the first return, since the incorporation of the
company,

by each member or person who has ceased to be a member, and
10
(c)
the dates of registration of the transfers.
(5)
If either of the two immediately preceding returns has given the full particulars
required by subsections (3) and (4), the return need only give such particulars
as relate—
(a)
to persons ceasing to be or becoming members since the date of the last
15
return, and
(b)
to shares transferred since that date.
(6)
Where the company has converted any of its shares into stock, the return must
give the corresponding information in relation to that stock, stating the amount
of stock instead of the number or nominal value of shares.
20
861
Contents of annual return: power to make further provision by regulations
(1)
The Secretary of State may by regulations make further provision as to the
information to be given in a company’s annual return.
(2)
The regulations may—
(a)
amend or repeal the provisions of sections 859 and 860, and
25
(b)
provide for exceptions from the requirements of those sections as they
have effect from time to time.
(3)
Regulations under this section are subject to negative resolution procedure.
862
Failure to deliver annual return
(1)
If a company fails to deliver an annual return before the end of the period of 28
30
days after a return date, an offence is committed by—
(a)
the company,
(b)
subject to subsection (4)—
(i)
every director of the company, and
(ii)
in the case of a public company, every secretary of the company,
35
and
(c)
every other officer of the company who is in default.
(2)
A person guilty of an offence under subsection (1) 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
40
5 on the standard scale.
(3)
The contravention continues until such time as an annual return made up to
that return date is delivered by the company to the registrar.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 26 — Company charges
Chapter 1 — Companies registered in England and Wales or in Northern Ireland
404

(4)
It is a defence for a director or secretary charged with an offence under
subsection (1)(b) to prove that he took all reasonable steps to avoid the
commission or continuation of the offence.
(5)
In the case of continued contravention, an offence is also committed by every
officer of the company who did not commit an offence under subsection (1) in
5
relation to the initial contravention but is in default in relation to the continued
contravention.

A person guilty of an offence under this subsection is liable on summary
conviction to a fine not exceeding one-tenth of level 5 on the standard scale for
each day on which the contravention continues and he is in default.
10
(6)
References in this section to delivery of a return to the registrar are to the
delivery of a return in relation to which all the requirements mentioned in
section 1038(1) (requirements for proper delivery) are complied with.
863
Application of provisions to shadow directors
For the purposes of this Part a shadow director is treated as a director.
15
Part 26
Company charges
Chapter 1
Companies registered in England and Wales or in Northern Ireland
Requirement to register company charges
20
864
Charges created by a company
(1)
A company that creates a charge to which this section applies must deliver the
prescribed particulars of the charge, together with the instrument (if any) by
which the charge is created or evidenced, to the registrar for registration before
the end of the period allowed for registration.
25
(2)
Registration of a charge to which this section applies may instead be effected
on the application of a person interested in it.
(3)
Where registration is effected on the application of some person other than the
company, that person is entitled to recover from the company the amount of
any fees properly paid by him to the registrar on registration.
30
(4)
If a company fails to comply with subsection (1), an offence is committed by—
(a)
the company, and
(b)
every officer of it who is in default.
(5)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to a fine, and
35
(b)
on summary conviction, to a fine not exceeding the statutory
maximum.
(6)
Subsection (4) does not apply if registration of the charge has been effected on
the application of some other person.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 26 — Company charges
Chapter 1 — Companies registered in England and Wales or in Northern Ireland
405

(7)
This section applies to the following charges—
(a)
a charge on land or any interest in land, other than a charge for any rent
or other periodical sum issuing out of land,
(b)
a charge created or evidenced by an instrument which, if executed by
an individual, would require registration as a bill of sale,
5
(c)
a charge for the purposes of securing any issue of debentures,
(d)
a charge on uncalled share capital of the company,
(e)
a charge on calls made but not paid,
(f)
a charge on book debts of the company,
(g)
a floating charge on the company’s property or undertaking,
10
(h)
a charge on a ship or aircraft, or any share in a ship,
(i)
a charge on goodwill or on any intellectual property.
865
Charges which have to be registered: supplementary
(1)
The holding of debentures entitling the holder to a charge on land is not, for
the purposes of section 864(7)(a), an interest in the land.
15
(2)
It is immaterial for the purposes of this Chapter where land subject to a charge
is situated.
(3)
The deposit by way of security of a negotiable instrument given to secure the
payment of book debts is not, for the purposes of section 864(7)(f), a charge on
those book debts.
20
(4)
For the purposes of section 864(7)(i), “intellectual property” means—
(a)
any patent, trade mark, registered design, copyright or design right;
(b)
any licence under or in respect of any such right.
(5)
In this Chapter—
“charge” includes mortgage, and
25
“company” means a company registered in England and Wales or in
Northern Ireland.
866
Charges existing on property acquired
(1)
This section applies where a company acquires property which is subject to a
charge of a kind which would, if it had been created by the company after the
30
acquisition of the property, have been required to be registered under this
Chapter.
(2)
The company must deliver the prescribed particulars of the charge, together
with a certified copy of the instrument (if any) by which the charge is created
or evidenced, to the registrar for registration.
35
(3)
Subsection (2) must be complied with before the end of the period allowed for
registration.
(4)
If default is made in complying with this section, an offence is committed by—
(a)
the company, and
(b)
every officer of it who is in default.
40
(5)
A person guilty of an offence under this section is liable—
(a)
on conviction on indictment, to a fine, and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 26 — Company charges
Chapter 1 — Companies registered in England and Wales or in Northern Ireland
406

(b)
on summary conviction, to a fine not exceeding the statutory
maximum.
Special rules about debentures
867
Charge in series of debentures
(1)
Where a series of debentures containing, or giving by reference to another
5
instrument, any charge to the benefit of which debenture holders of that series
are entitled pari passu is created by a company, it is for the purposes of section
864(1) sufficient if the required particulars, together with the deed containing
the charge (or, if there is no such deed, one of the debentures of the series), are
delivered to the registrar before the end of the period allowed for registration.
10
(2)
The following are the required particulars—
(a)
the total amount secured by the whole series, and
(b)
the dates of the resolutions authorising the issue of the series and the
date of the covering deed (if any) by which the series is created or
defined, and
15
(c)
a general description of the property charged, and
(d)
the names of the trustees (if any) for the debenture holders.
(3)
Particulars of the date and amount of each issue of debentures of a series of the
kind mentioned in subsection (1) must be sent to the registrar for entry in the
register of charges.
20
(4)
Failure to comply with subsection (3) does not affect the validity of the
debentures issued.
(5)
Subsections (2) to (6) of section 864 apply for the purposes of this section as
they apply for the purposes of that section, but as if references to the
registration of the charge were a reference to the registration of the series of
25
debentures.
868
Additional registration requirement for commission etc. in relation to
debentures
(1)
Where any commission, allowance or discount has been paid or made either
directly or indirectly by a company to a person in consideration of his—
30
(a)
subscribing or agreeing to subscribe, whether absolutely or
conditionally, for debentures in a company, or
(b)
procuring or agreeing to procure subscriptions, whether absolute or
conditional, for such debentures,

the particulars required to be sent for registration under section 864 shall
35
include particulars as to the amount or rate per cent. of the commission,
discount or allowance so paid or made.
(2)
The deposit of debentures as security for a debt of the company is not, for the
purposes of this section, treated as the issue of debentures at a discount.
(3)
Failure to comply with this section does not affect the validity of the
40
debentures issued.