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Company Law Reform Bill [HL] (5-8)


Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 2 — Company formation

5

 

10      

Statement of capital and initial shareholdings

(1)   

The statement of capital and initial shareholdings required to be delivered in

the case of a company that is to have a share capital must comply with this

section.

(2)   

It must state—

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(a)   

the total number of shares of the company to be taken on formation by

the subscribers to the memorandum of association,

(b)   

the aggregate nominal value of those shares,

(c)   

for each class of shares—

(i)   

prescribed particulars of the rights attached to the shares,

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(ii)   

the total number of shares of that class, and

(iii)   

the aggregate nominal value of shares of that class, and

(d)   

the amount to be paid up and the amount (if any) to be unpaid on each

share (whether on account of the nominal value of the share or by way

of premium).

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(3)   

It must contain such information as may be prescribed for the purpose of

identifying the subscribers to the memorandum of association.

(4)   

It must state, with respect to each subscriber to the memorandum—

(a)   

the number, nominal value (of each share) and class of shares to be

taken by him on formation, and

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(b)   

the amount to be paid up and the amount (if any) to be unpaid on each

share (whether on account of the nominal value of the share or by way

of premium).

(5)   

Where a subscriber to the memorandum is to take shares of more than one

class, the information required under subsection (4)(a) is required for each

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class.

11      

Statement of guarantee

(1)   

The statement of guarantee required to be delivered in the case of a company

that is to be limited by guarantee must comply with this section.

(2)   

It must contain such information as may be prescribed for the purpose of

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identifying the subscribers to the memorandum of association.

(3)   

It must state that each member undertakes that, if the company is wound up

while he is a member, or within one year after he ceases to be a member, he will

contribute to the assets of the company such amount as may be required for—

(a)   

payment of the debts and liabilities of the company contracted before

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he ceases to be a member,

(b)   

payment of the costs, charges and expenses of winding up, and

(c)   

adjustment of the rights of the contributories among themselves,

   

not exceeding a specified amount.

12      

Statement of proposed officers

40

(1)   

The statement of the company’s proposed officers required to be delivered to

the registrar must contain the required particulars of—

(a)   

the person who is, or persons who are, to be the first director or

directors of the company;

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 2 — Company formation

6

 

(b)   

in the case of a company that is to be a public company, the person who

is (or the persons who are) to be the first secretary (or joint secretaries)

of the company;

(c)   

any person who is to be appointed as an authorised signatory of the

company.

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(2)   

The required particulars are the particulars that will be required to be stated—

(a)   

in the case of a director, in the company’s register of directors and

register of directors’ residential addresses (see sections 162 to 166);

(b)   

in the case of a secretary of a public company, in the company’s register

of secretaries (see sections 277 to 279);

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(c)   

in the case of a person appointed as an authorised signatory, in the

company’s register of authorised signatories (see sections 284 to 286).

(3)   

The statement must also contain a consent by each of the persons named as a

director, as secretary or as one of joint secretaries or as an authorised signatory,

to act in the relevant capacity.

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If all the partners in a firm are to be joint secretaries, consent may be given by

one partner on behalf of all of them.

13      

Statement of compliance

(1)   

The statement of compliance required to be delivered to the registrar is a

statement that the requirements of this Act as to registration have been

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complied with.

(2)   

The registrar may accept the statement of compliance as sufficient evidence of

compliance.

Registration and its effect

14      

Registration

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(1)   

If the registrar is satisfied that the requirements of this Act as to registration are

complied with, he shall register the documents delivered to him.

(2)   

References in the Companies Acts to registration of the company are to

registration under this section (or, where the context requires, under

corresponding earlier provisions).

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15      

Issue of certificate of incorporation

(1)   

On the registration of a company, the registrar of companies shall give a

certificate that the company is incorporated.

(2)   

The certificate must state—

(a)   

the name and registered number of the company,

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(b)   

the date of its incorporation,

(c)   

whether it is a limited or unlimited company, and if it is limited

whether it is limited by shares or limited by guarantee,

(d)   

whether it is a private or a public company, and

(e)   

whether the company’s registered office is situated in England and

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Wales (or in Wales), in Scotland or in Northern Ireland.

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 3 — A company’s constitution
Chapter 1 — Introductory

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(3)   

The certificate must be signed by the registrar or authenticated by the

registrar’s official seal.

(4)   

The certificate is conclusive evidence that the requirements of this Act as to

registration have been complied with and that the company is duly registered

under this Act.

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16      

Effect of registration

(1)   

The registration of a company has the following effects as from the date of

incorporation.

(2)   

The subscribers to the memorandum, together with such other persons as may

from time to time become members of the company, are a body corporate by

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the name stated in the certificate of incorporation.

(3)   

That body corporate is capable of exercising all the functions of an

incorporated company.

(4)   

The status and registered office of the company are as stated in, or in

connection with, the application for registration.

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(5)   

In the case of a company having a share capital, the subscribers to the

memorandum become holders of the shares specified in the statement of

capital and initial shareholdings.

(6)   

The persons named in the statement of proposed officers—

(a)   

as director,

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(b)   

in the case of a public company, as secretary or joint secretary of the

company, or

(c)   

as an authorised signatory,

   

are deemed to have been appointed to that office.

Part 3

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A company’s constitution

Chapter 1

Introductory

17      

A company’s constitution

   

Unless the context otherwise requires, references in the Companies Acts to a

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company’s constitution include—

(a)   

the company’s articles, and

(b)   

any resolutions and agreements to which Chapter 3 of this Part applies.

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 3 — A company’s constitution
Chapter 2 — Articles of association

8

 

Chapter 2

Articles of association

General

18      

Articles of association

(1)   

A company must have articles of association prescribing regulations for the

5

company.

(2)   

Unless it is a company to which model articles apply by virtue of section 20

(default application of model articles in case of limited company), it must

register articles of association.

(3)   

A company’s articles of association must—

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(a)   

be contained in a single document, and

(b)   

be divided into paragraphs numbered consecutively.

(4)   

References in the Companies Acts to a company’s “articles” are to its articles of

association.

19      

Power of Secretary of State to prescribe model articles

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(1)   

The Secretary of State may by regulations prescribe model articles of

association for companies.

(2)   

Different model articles may be prescribed for different descriptions of

company.

(3)   

A company may adopt all or any of the provisions of model articles.

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(4)   

Any amendment of model articles by regulations under this section does not

affect a company registered before the amendment takes effect.

   

“Amendment” here includes addition, alteration or repeal.

(5)   

Regulations under this section are subject to negative resolution procedure.

20      

Default application of model articles

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(1)   

On the formation of a limited company—

(a)   

if articles are not registered, or

(b)   

if articles are registered, in so far as they do not exclude or modify the

relevant model articles,

   

the relevant model articles (so far as applicable) form part of the company’s

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articles in the same manner and to the same extent as if articles in the form of

those articles had been duly registered.

(2)   

The “relevant model articles” means the model articles prescribed for a

company of that description as in force at the date on which the company is

registered.

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