Company Law Reform Bill [HL] (476-482)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (476-482)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 31 — Dissolution and restoration to the register
Chapter 3 — Restoration to the register
476

993
Registrar’s decision on application for administrative restoration
(1)
The registrar must give notice to the applicant of the decision on an application
under section 990 (application for administrative restoration to the register).
(2)
If the decision is that the company should be restored to the register, the
restoration takes effect as from the date that notice is sent.
5
(3)
In the case of such a decision, the registrar must—
(a)
enter on the register a note of the date as from which the company’s
restoration to the register takes effect, and
(b)
cause notice of the restoration to be published in the Gazette.
(4)
The notice under subsection (3)(b) must state—
10
(a)
the name of the company or, if the company is restored to the register
under a different name, that name and its former name,
(b)
the company’s registered number, and
(c)
the date as from which the restoration of the company to the register
takes effect.
15
994
Effect of administrative restoration
(1)
The general effect of administrative restoration to the register is that the
company is deemed to have continued in existence as if it had not been
dissolved or struck off the register.
(2)
The company is not liable to a penalty under section 461 or any corresponding
20
earlier provision (civil penalty for failure to deliver accounts) for a financial
year in relation to which the period for filing accounts and reports ended—
(a)
after the date of dissolution or striking off, and
(b)
before the restoration of the company to the register.
(3)
The court may give such directions and make such provision as seems just for
25
placing the company and all other persons in the same position (as nearly as
may be) as if the company had not been dissolved or struck off the register.
(4)
An application to the court for such directions or provision may be made any
time within three years after the date of restoration of the company to the
register.
30
Restoration to the register by the court
995
Application to court for restoration to the register
(1)
An application may be made to the court to restore to the register a company—
(a)
that has been dissolved under Chapter 9 of Part 4 of the Insolvency Act
1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland)
35
Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after
winding up),
(b)
that is deemed to have been dissolved under paragraph 84(6) of
Schedule B1 to that Act or paragraph 85(6) of Schedule B1 to that Order
(dissolution of company following administration), or
40
(c)
that has been struck off the register—
(i)
under section 966 or 967 (power of registrar to strike off defunct
company), or

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 31 — Dissolution and restoration to the register
Chapter 3 — Restoration to the register
477

(ii)
under section 969 (voluntary striking off),

whether or not the company has in consequence been dissolved.
(2)
An application under this section may be made by—
(a)
the Secretary of State,
(b)
any former director of the company,
5
(c)
any person having an interest in land in which the company had a
superior or derivative interest,
(d)
any person having an interest in land or other property—
(i)
that was subject to rights vested in the company, or
(ii)
that was benefited by obligations owed by the company,
10
(e)
any person who but for the company’s dissolution would have been in
a contractual relationship with it,
(f)
any person with a potential legal claim against the company,
(g)
any manager or trustee of a pension fund established for the benefit of
employees of the company,
15
(h)
any former member of the company (or the personal representatives of
such a person),
(i)
any person who was a creditor of the company at the time of its striking
off or dissolution,
(j)
any former liquidator of the company,
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(k)
where the company was struck off the register under section 969
(voluntary striking off), any person of a description specified by
regulations under section 972(1)(f) or 973(2)(f) (persons entitled to
notice of application for voluntary striking off),

or by any other person appearing to the court to have an interest in the matter.
25
996
When application to the court may be made
(1)
An application to the court for restoration of a company to the register may be
made at any time for the purpose of bringing proceedings against the company
for damages for personal injury.
(2)
No order shall be made on such an application if it appears to the court that the
30
proceedings would fail by virtue of any enactment as to the time within which
proceedings must be brought.
(3)
In making that decision the court must have regard to its power under section
998(3) (power to give consequential directions etc) to direct that the period
between the dissolution (or striking off) of the company and the making of the
35
order is not to count for the purposes of any such enactment.
(4)
In any other case an application to the court for restoration of a company to the
register may not be made after the end of the period of six years from the date
of the dissolution of the company, subject as follows.
(5)
In a case where—
40
(a)
the company has been struck off the register under section 966 or 967
(power of registrar to strike off defunct company),
(b)
an application to the registrar has been made under section 990
(application for administrative restoration to the register) within the
time allowed for making such an application, and
45
(c)
the registrar has refused the application,

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 31 — Dissolution and restoration to the register
Chapter 3 — Restoration to the register
478


an application to the court under this section may be made within 28 days of
notice of the registrar’s decision being issued by the registrar, even if the period
of six years mentioned in subsection (4) above has expired.
(6)
For the purposes of this section—
(a)
“personal injury” includes any disease and any impairment of a
5
person’s physical or mental condition; and
(b)
references to damages for personal injury include—
(i)
any sum claimed by virtue of section 1(2)(c) of the Law Reform
(Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of
the Law Reform (Miscellaneous Provisions) Act (Northern
10
Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and
(ii)
damages under the Fatal Accidents Act 1976 (c. 30), the
Damages (Scotland) Act 1976 (c. 13) or the Fatal Accidents
(Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18)).
997
Decision on application for restoration by the court
15
(1)
On an application under section 995 the court may order the restoration of the
company to the register—
(a)
if the company was struck off the register under section 966 or 967
(power of registrar to strike off defunct companies) and the company
was, at the time of the striking off, carrying on business or in operation;
20
(b)
if the company was struck off the register under section 969 (voluntary
striking off) and any of the requirements of section 970 to 975 was not
complied with;
(c)
if in any other case the court considers it just to do so.
(2)
If the court orders restoration of the company to the register, the restoration
25
takes effect on a copy of the court’s order being delivered to the registrar.
(3)
The registrar must cause to be published in the Gazette notice of the restoration
of the company to the register.
(4)
The notice must state—
(a)
the name of the company or, if the company is restored to the register
30
under a different name, that name and its former name,
(b)
the company’s registered number, and
(c)
the date on which the restoration took effect.
998
Effect of court order for restoration to the register
(1)
The general effect of an order by the court for restoration to the register is that
35
the company is deemed to have continued in existence as if it had not been
dissolved or struck off the register.
(2)
The company is not liable to a penalty under section 461 or any corresponding
earlier provision (civil penalty for failure to deliver accounts) for a financial
year in relation to which the period for filing accounts and reports ended—
40
(a)
after the date of dissolution or striking off, and
(b)
before the restoration of the company to the register.
(3)
The court may give such directions and make such provision as seems just for
placing the company and all other persons in the same position (as nearly as
may be) as if the company had not been dissolved or struck off the register.
45

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 31 — Dissolution and restoration to the register
Chapter 3 — Restoration to the register
479

(4)
The court may also give directions as to—
(a)
the delivery to the registrar of such documents relating to the company
as are necessary to bring up to date the records kept by the registrar,
(b)
the payment of the costs (in Scotland, expenses) of the registrar in
connection with the proceedings for the restoration of the company to
5
the register,
(c)
where any property or right previously vested in or held on trust for the
company has vested as bona vacantia, the payment of the costs (in
Scotland, expenses) of the Crown representative—
(i)
in dealing with the property during the period of dissolution, or
10
(ii)
in connection with the proceedings on the application.
(5)
In this section the “Crown representative” means—
(a)
in relation to property vested in the Duchy of Lancaster, the Solicitor to
that Duchy;
(b)
in relation to property vested in the Duke of Cornwall, the Solicitor to
15
the Duchy of Cornwall;
(c)
in relation to property in Scotland, the Queen’s and Lord Treasurer’s
Remembrancer;
(d)
in relation to other property, the Treasury Solicitor.
Supplementary provisions
20
999
Company’s name on restoration
(1)
A company is restored to the register with the name it had before it was
dissolved or struck off the register, subject to the following provisions.
(2)
If at the date of restoration the company could not be registered under its
former name without contravening section 67 (name not to be the same as
25
another in the registrar’s index of company names), it must be restored to the
register—
(a)
under another name specified—
(i)
in the case of administrative restoration, in the application to
the registrar, or
30
(ii)
in the case of restoration under a court order, in the court’s
order, or
(b)
as if its registered number was also its name.

References to a company’s being registered in a name and to registration, in
that context, shall be read as including the company’s being restored to the
35
register.
(3)
If a company is restored to the register under a name specified in the
application to the registrar, the provisions of—
section 80 (change of name: registration and issue of new certificate of
incorporation), and
40
section 81 (change of name: effect),

apply as if the application to the registrar were notice of a change of name.
(4)
If a company is restored to the register under a name specified in the court’s
order, the provisions of—
section 80 (change of name: registration and issue of new certificate of
45
incorporation), and

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 31 — Dissolution and restoration to the register
Chapter 3 — Restoration to the register
480

section 81 (change of name: effect),

apply as if the copy of the court order delivered to the registrar were notice of
a change a name.
(5)
If the company is restored to the register as if its registered number was also its
name—
5
(a)
the company must change its name within 14 days after the date of the
restoration,
(b)
the change may be made by resolution of the directors (without
prejudice to any other method of changing the company’s name),
(c)
the company must give notice to the registrar of the change, and
10
(d)
sections 80 and 81 apply as regards the registration and effect of the
change.
(6)
If the company fails to comply with subsection (5)(a) or (c) an offence is
committed by—
(a)
the company, and
15
(b)
every officer of the company who is in default.
(7)
A person guilty of an offence under subsection (6) is liable on summary
conviction to a fine not exceeding level 5 on the standard scale and, for
continued contravention, to a daily default fine not exceeding one-tenth of
level 5 on the standard scale.
20
1000
Effect of restoration to the register where property has vested as bona vacantia
(1)
The person in whom any property or right is vested by section 978 (property of
dissolved company to be bona vacantia) may dispose of, or of an interest in, that
property or right despite the fact that the company may be restored to the
register under this Chapter.
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(2)
If the company is restored to the register—
(a)
the restoration does not affect the disposition (but without prejudice to
its effect in relation to any other property or right previously vested in
or held on trust for the company), and
(b)
the Crown or, as the case may be, the Duke of Cornwall shall pay to the
30
company an amount equal to—
(i)
the amount of any consideration received for the property or
right or, as the case may be, the interest in it, or
(ii)
the value of any such consideration at the time of the
disposition,
35

or, if no consideration was received an amount equal to the value of the
property, right or interest disposed of, as at the date of the disposition.
(3)
There may be deducted from the amount payable under subsection (2)(b) the
reasonable costs of the Crown representative in connection with the
disposition (to the extent that they have not been paid as a condition of
40
administrative restoration or pursuant to a court order for restoration).
(4)
Where a liability accrues under subsection (2) in respect of any property or
right which before the restoration of the company to the register had accrued
as bona vacantia to the Duchy of Lancaster, the Attorney General of that Duchy
shall represent Her Majesty in any proceedings arising in connection with that
45
liability.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 32 — Company investigations: amendments
481

(5)
Where a liability accrues under subsection (2) in respect of any property or
right which before the restoration of the company to the register had accrued
as bona vacantia to the Duchy of Cornwall, such persons as the Duke of
Cornwall (or other possessor for the time being of the Duchy) may appoint
shall represent the Duke (or other possessor) in any proceedings arising out of
5
that liability.
(6)
In this section the “Crown representative” means—
(a)
in relation to property vested in the Duchy of Lancaster, the Solicitor to
that Duchy;
(b)
in relation to property vested in the Duke of Cornwall, the Solicitor to
10
the Duchy of Cornwall;
(c)
in relation to property in Scotland, the Queen’s and Lord Treasurer’s
Remembrancer;
(d)
in relation to other property, the Treasury Solicitor.
15
Part 32
Company investigations: amendments
1001
Powers of Secretary of State to give directions to inspectors
(1)
In Part 14 of the Companies Act 1985 (c. 6) (investigation of companies and
their affairs), after section 446 insert—
20
“Powers of Secretary of State to give directions to inspectors
446A
General powers to give directions
(1)
In exercising his functions an inspector shall comply with any direction
given to him by the Secretary of State under this section.
(2)
The Secretary of State may give an inspector appointed under section
25
431, 432(2) or 442(1) a direction—
(a)
as to the subject matter of his investigation (whether by
reference to a specified area of a company’s operation, a
specified transaction, a period of time or otherwise), or
(b)
which requires the inspector to take or not to take a specified
30
step in his investigation.
(3)
The Secretary of State may give an inspector appointed under any
provision of this Part a direction requiring him to secure that a specified
report under section 437—
(a)
includes the inspector’s views on a specified matter,
35
(b)
does not include any reference to a specified matter,
(c)
is made in a specified form or manner, or
(d)
is made by a specified date.
(4)
A direction under this section—
(a)
may be given on an inspector’s appointment,
40
(b)
may vary or revoke a direction previously given, and
(c)
may be given at the request of an inspector.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 32 — Company investigations: amendments
482

(5)
In this section—
(a)
a reference to an inspector’s investigation includes any
investigation he undertakes, or could undertake, under section
433(1) (power to investigate affairs of holding company or
subsidiary);
5
(b)
“specified” means specified in a direction under this section.
446B
Direction to terminate investigation
(1)
The Secretary of State may direct an inspector to take no further steps
in his investigation.
(2)
The Secretary of State may give a direction under this section to an
10
inspector appointed under section 432(1) or 442(3) only on the grounds
that it appears to him that—
(a)
matters have come to light in the course of the inspector’s
investigation which suggest that a criminal offence has been
committed, and
15
(b)
those matters have been referred to the appropriate prosecuting
authority.
(3)
Where the Secretary of State gives a direction under this section, any
direction already given to the inspector under section 437(1) to produce
an interim report, and any direction given to him under section 446A(3)
20
in relation to such a report, shall cease to have effect.
(4)
Where the Secretary of State gives a direction under this section, the
inspector shall not make a final report to the Secretary of State unless—
(a)
the direction was made on the grounds mentioned in subsection
(2) and the Secretary of State directs the inspector to make a
25
final report to him, or
(b)
the inspector was appointed under section 432(1) (appointment
in pursuance of order of the court).
(5)
An inspector shall comply with any direction given to him under this
section.
30
(6)
In this section, a reference to an inspector’s investigation includes any
investigation he undertakes, or could undertake, under section 433(1)
(power to investigate affairs of holding company or subsidiary).”.
(2)
In section 431 of that Act (inspectors’ powers during investigation) in
subsection (1) for “report on them in such manner as he may direct” substitute
35
“report the result of their investigations to him”.
(3)
In section 432 of that Act (other company investigations) in subsection (1) for
“report on them in such manner as he directs” substitute “report the result of
their investigations to him”.
(4)
In section 437 of that Act (inspectors’ reports)—
40
(a)
in subsection (1) omit the second sentence, and
(b)
subsections (1B) and (1C) shall cease to have effect.
(5)
In section 442 of that Act (power to investigate company ownership), omit
subsection (2).