Company Law Reform Bill [HL] (490-496)

House of Commons

Session 2005 - 06
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Company Law Reform Bill [HL] (490-496)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 34 — Overseas companies
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(3)
The Secretary of State may make provision by regulations requiring an
institution to which this section applies—
(a)
to prepare the like accounts and directors’ report, and
(b)
cause to be prepared such an auditor’s report,

as would be required if the institution were a company formed and registered
5
under this Act.
(4)
The regulations may for this purpose apply, with or without modifications, all
or any of the provisions of—
Part 16 (accounts and reports), and
Part 17 (audit).
10
(5)
The Secretary of State may make provision by regulations requiring an
institution to which this section applies to deliver to the registrar copies of—
(a)
accounts and reports prepared in accordance with the regulations, or
(b)
accounts and reports that it is required to prepare and have audited
under the law of the country in which the institution has its head office.
15
(6)
Regulations under this section are subject to negative resolution procedure.
1017
Trading disclosures
(1)
The Secretary of State may by regulations make provision requiring overseas
companies carrying on business in the United Kingdom—
(a)
to display specified information in specified locations,
20
(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.
(2)
The regulations—
25
(a)
shall in every case require disclosure of the name under which the
company is registered to carry on business in the United Kingdom, and
(b)
may make provision as to the manner in which any specified
information is to be displayed, stated or provided.
(3)
The regulations may make provision corresponding to that made by—
30
section 83 (civil consequences of failure to make required disclosure), and
section 84 (criminal consequences of failure to make required disclosure).
(4)
Regulations under this section are subject to affirmative resolution procedure.
1018
Other returns etc
(1)
This section applies to overseas companies that are required to register
35
particulars under section 1012.
(2)
The Secretary of State may make provision by regulations requiring the
delivery to the registrar of returns—
(a)
by a company to which this section applies that—
(i)
is being wound up, or
40
(ii)
becomes or ceases to be subject to insolvency proceedings, or an
arrangement or composition or any analogous proceedings;
(b)
by the liquidator of a company to which this section applies.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 34 — Overseas companies
491

(3)
The regulations may specify—
(a)
the circumstances in which a return is to be made,
(b)
the particulars to be given in it, and
(c)
the period within which it is to be made.
(4)
The Secretary of State may make provision by regulations requiring notice to
5
be given to the registrar of the appointment in relation to a company to which
this section applies of a judicial factor (in Scotland).
(5)
The regulations may include provision corresponding to any provision made
by section 1120 of this Act (duty to notify registrar of certain appointments).
(6)
Regulations under this section are subject to affirmative resolution procedure.
10
1019
UK branch registers of overseas companies
(1)
This section applies where, by virtue of the law in force in a country or territory
to which this section applies, companies incorporated under that law have
power to keep in the United Kingdom branch registers of their members
resident in the United Kingdom.
15
(2)
Her Majesty may by Order in Council direct that—
(a)
section 114 (register of members to be kept available for inspection),
(b)
sections 116 to 120 (rights to inspect and request copies), and
(c)
section 125 (power of court to rectify register),

apply to and in relation to such branch registers, subject to any modifications
20
and adaptations specified in the Order, as they apply to and in relation to the
registers of companies subject to those sections.
(3)
The countries and territories to which this section applies are—
(a)
the Channel Islands and the Isle of Man, and
(b)
those listed below.
25

Bangladesh
Malta

Botswana
Nigeria

Cyprus
Pakistan

Dominica
Seychelles

The Gambia
Sierra Leone

30

Ghana
Singapore

Guyana
South Africa

The Hong Kong Special
Sri Lanka

Administrative Region of the

People’s Republic of China

35

India
Swaziland

Ireland
Tonga

Kenya
Trinidad and Tobago

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 34 — Overseas companies
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Kiribati
Uganda

Lesotho
Zambia

Malawi
Zimbabwe

Malaysia

Supplementary
5
1020
Offences
(1)
Regulations under this Part may specify the person or persons responsible for
complying with any specified requirement of the regulations.
(2)
Regulations under this Part may make provision for offences, including
provision as to—
10
(a)
the person or persons liable in the case of any specified contravention
of the regulations, and
(b)
circumstances that are, or are not, to be a defence on a charge of such an
offence.
(3)
The regulations must not provide—
15
(a)
for imprisonment, or
(b)
for the imposition on summary conviction of a fine exceeding level 5 on
the standard scale and, in the case of continued contravention, a daily
default fine not exceeding one-tenth of level 5 on the standard scale.
(4)
In this section “specified” means specified in the regulations.
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1021
Disclosure of individual’s residential address: protection from disclosure

Where regulations under section 1012 (overseas companies: duty to register
particulars) require an overseas company to register particulars of an
individual’s usual residential address, they must contain provision
corresponding to that made by Chapter 8 of Part 10 (directors’ residential
25
addresses: protection from disclosure).
1022
Requirement to identify persons authorised to accept service of documents

Regulations under section 1012 (overseas companies: duty to register
particulars) must require an overseas company to register—
(a)
particulars identifying every person resident in the United Kingdom
30
authorised to accept service of documents on behalf of the company, or
(b)
a statement that there is no such person.
1023
Registrar to whom returns, notices etc to be delivered
(1)
This section applies to an overseas company that is required to register or has
registered particulars under section 1012 in more than one part of the United
35
Kingdom.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
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(2)
The Secretary of State may provide by regulations that, in the case of such a
company, anything authorised or required to be delivered to the registrar
under this Part is to be delivered—
(a)
to the registrar for each part of the United Kingdom in which the
company is required to register or has registered particulars, or
5
(b)
to the registrar for such part or parts of the United Kingdom as may be
specified in or determined in accordance with the regulations.
(3)
Regulations under this section are subject to negative resolution procedure.
1024
Duty to give notice of ceasing to have registrable presence
(1)
The Secretary of State may make provision by regulations requiring an
10
overseas company—
(a)
if it has registered particulars following the opening of a branch, in
accordance with regulations under section 1012(2)(a) or (b), to give
notice to the registrar if it closes that branch;
(b)
if it has registered particulars in other circumstances, in accordance
15
with regulations under section 1012(2)(c), to give notice to the registrar
if the circumstances that gave rise to the obligation to register
particulars cease to obtain.
(2)
The regulations must provide for the notice to be given to the registrar for the
part of the United Kingdom to which the original return of particulars was
20
delivered.
(3)
The regulations may specify the period within which notice must be given.
(4)
Regulations under this section are subject to negative resolution procedure.
1025
Application of provisions in case of relocation of branch
(1)
For the purposes of this Part the relocation of a branch from one part of the
25
United Kingdom to another counts as the closing of one branch and the
opening of another.
(2)
The relocation of a branch within the same part of the United Kingdom does
not.
Part 35
30
The registrar of companies
The registrar
1026
The registrar
(1)
There shall continue to be—
(a)
a registrar of companies for England and Wales,
35
(b)
a registrar of companies for Scotland, and
(c)
a registrar of companies for Northern Ireland.
(2)
The registrars shall be appointed by the Secretary of State.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 35 — The registrar of companies
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(3)
In the Companies Acts “the registrar of companies” and “the registrar” mean
the registrar of companies for England and Wales, Scotland or Northern
Ireland, as the case may require.
(4)
References in the Companies Acts to registration in a particular part of the
United Kingdom are to registration by the registrar for that part of the United
5
Kingdom.
1027
The registrar’s functions
(1)
The registrar shall continue—
(a)
to perform the functions conferred on the registrar—
(i)
under the Companies Acts, and
10
(ii)
under the enactments listed in subsection (2), and
(b)
to perform such functions on behalf of the Secretary of State, in relation
to the registration of companies or other matters, as the Secretary of
State may from time to time direct.
(2)
The enactments are—
15
the Joint Stock Companies Acts;
the Newspaper Libel and Registration Act 1881 (c. 60);
the Limited Partnerships Act 1907 (c. 24);
section 53 of the Industrial and Provident Societies Act 1965 (c. 12) or, for
Northern Ireland, section 62 of the Industrial and Provident Societies
20
Act (Northern Ireland) 1969 (c. 24 (N.I.));
the Insolvency Act 1986 (c. 45) or, for Northern Ireland, the Insolvency
(Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19));
section 12 of the Statutory Water Companies Act 1991 (c. 58);
sections 3, 4, 6, 63 and 64 of, and Schedule 1 to, the Housing Act 1996
25
(c. 52) or, for Northern Ireland, Articles 3 and 16 to 32 of the Housing
(Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15));
sections 2, 4 and 26 of the Commonwealth Development Corporation Act
1999 (c. 20);
Part 6 and section 366 of the Financial Services and Markets Act 2000 (c. 8);
30
the Limited Liability Partnerships Act 2000 (c. 12);
section 14 of the Insolvency Act 2000 (c. 39) or, for Northern Ireland,
Article 11 of the Insolvency (Northern Ireland) Order 2002 (S.I. 2002/
3152 (N.I. 6));
section 121 of the Land Registration Act 2002 (c. 9);
35
section 1212 of this Act.
(3)
References in this Act to the functions of the registrar are to functions within
subsection (1)(a) or (b).
1028
The registrar’s official seal

The registrar shall have an official seal for the authentication of documents in
40
connection with the performance of the registrar’s functions.
1029
Fees payable to registrar
(1)
The Secretary of State may make provision by regulations requiring the
payment to the registrar of fees in respect of—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
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(a)
the performance of any of the registrar’s functions, or
(b)
the provision by the registrar of services or facilities for purposes
incidental to, or otherwise connected with, the performance of any of
the registrar’s functions.
(2)
The matters for which fees may be charged include—
5
(a)
the performance of a duty imposed on the registrar or the Secretary of
State,
(b)
the receipt of documents delivered to the registrar, and
(c)
the inspection, or provision of copies, of documents kept by the
registrar.
10
(3)
The regulations may—
(a)
provide for the amount of the fees to be fixed by or determined under
the regulations;
(b)
provide for different fees to be payable in respect of the same matter in
different circumstances;
15
(c)
specify the person by whom any fee payable under the regulations is to
be paid;
(d)
specify when and how fees are to be paid.
(4)
Regulations under this section are subject to negative resolution procedure.
(5)
In respect of the performance of functions or the provision of services or
20
facilities—
(a)
for which fees are not provided for by regulations, or
(b)
in circumstances other than those for which fees are provided for by
regulations,

the registrar may determine from time to time what fees (if any) are chargeable.
25
(6)
Fees received by the registrar are to be paid into the Consolidated Fund.
(7)
The Limited Partnerships Act 1907 (c. 24) is amended as follows—
(a)
in section 16(1) (inspection of statements registered)—
(i)
omit the words “, and there shall be paid for such inspection
such fees as may be appointed by the Board of Trade, not
30
exceeding 5p for each inspection”, and
(ii)
omit the words from “and there shall be paid for such
certificate” to the end;
(b)
in section 17 (power to make rules)—
(i)
omit the words “(but as to fees with the concurrence of the
35
Treasury)”, and
(ii)
omit paragraph (a).
Certificates of incorporation
1030
Public notice of issue of certificate of incorporation
(1)
The registrar must cause to be published—
40
(a)
in the Gazette, or
(b)
in accordance with section 1082 (alternative means of giving public
notice),

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
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notice of the issue by the registrar of any certificate of incorporation of a
company.
(2)
The notice must state the name and registered number of the company and the
date of issue of the certificate.
(3)
This section applies to a certificate of incorporation issued under—
5
(a)
section 80 (change of name),
(b)
section 88 (Welsh companies), or
(c)
any provision of Part 7 (re-registration),

as well as to the certificate issued on a company’s formation.
1031
Right to certificate of incorporation
10

Any person may require the registrar to provide him with a copy of any
certificate of incorporation of a company, signed by the registrar or
authenticated by the registrar’s seal.
Registered numbers
1032
Company’s registered numbers
15
(1)
The registrar shall allocate to every company a number, which shall be known
as the company’s registered number.
(2)
Companies’ registered numbers shall be in such form, consisting of one or
more sequences of figures or letters, as the registrar may determine.
(3)
The registrar may on adopting a new form of registered number make such
20
changes of existing registered numbers as appear necessary.
(4)
A change of a company’s registered number has effect from the date on which
the company is notified by the registrar of the change.
(5)
For a period of three years beginning with that date any requirement to
disclose the company’s registered number imposed by regulations under
25
section 82 or section 1017 (trading disclosures) is satisfied by the use of either
the old number or the new.
(6)
In this section “company” includes—
(a)
an overseas company whose particulars have been registered under
section 1012, other than a company that appears to the registrar not to
30
be required to register particulars under that section;
(b)
any body to which any provision of the Companies Acts applies by
virtue of regulations under section 1010 (unregistered companies).
1033
Registered numbers of branches of overseas company
(1)
The registrar shall allocate to every branch of an overseas company whose
35
particulars are registered under section 1012 a number, which shall be known
as the branch’s registered number.
(2)
Branches’ registered numbers shall be in such form, consisting of one or more
sequences of figures or letters, as the registrar may determine.