Company Law Reform Bill [HL] (524-528)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (524-528)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 36 — Offences under the Companies Acts
524

Production and inspection of documents
1098
Production and inspection of documents where offence suspected
(1)
An application under this section may be made—
(a)
in England and Wales, to a judge of the High Court by the Director of
Public Prosecutions, the Secretary of State or a chief officer of police;
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(b)
in Scotland, to one of the Lords Commissioners of Justiciary by the Lord
Advocate;
(c)
in Northern Ireland, to the High Court by the Director of Public
Prosecutions for Northern Ireland, the Department of Enterprise, Trade
and Investment or a chief superintendent of the Police Service of
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Northern Ireland.
(2)
If on an application under this section there is shown to be reasonable cause to
believe—
(a)
that any person has, while an officer of a company, committed an
offence in connection with the management of the company’s affairs,
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and
(b)
that evidence of the commission of the offence is to be found in any
documents in the possession or control of the company,

an order under this section may be made.
(3)
The order may—
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(a)
authorise any person named in it to inspect the documents in question,
or any of them, for the purpose of investigating and obtaining evidence
of the offence, or
(b)
require the secretary of the company, or such other officer of it as may
be named in the order, to produce the documents (or any of them) to a
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person named in the order at a place so named.
(4)
This section applies also in relation to documents in the possession or control
of a person carrying on the business of banking, so far as they relate to the
company’s affairs, as it applies to documents in the possession or control of the
company, except that no such order as is referred to in subsection (3)(b) may be
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made by virtue of this subsection.
(5)
The decision under this section of a judge of the High Court, any of the Lords
Commissioners of Justiciary or the High Court is not appealable.
(6)
In this section “document” includes information recorded in any form.
Supplementary
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1099
Transitional provision

The provisions of this Part except section 1098 do not apply to offences
committed before the commencement of the relevant provision.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
525

Part 37
Companies: supplementary provisions
Company records
1100
Meaning of “company records”

In this Part “company records” means any register, index, accounting records,
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agreement, memorandum, minutes or other document required by the
Companies Acts to be kept by a company.
1101
Form of company records
(1)
Company records—
(a)
may be kept in hard copy or electronic form, and
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(b)
may be arranged in such manner as the directors of the company think
fit,

provided the information in question is adequately recorded for future
reference.
(2)
Where the records are kept in electronic form, they must be capable of being
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reproduced in hard copy form.
(3)
If a company fails to comply with this section, an offence is committed by every
officer of the company who is in default.
(4)
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
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continued contravention, a daily default fine not exceeding one-tenth of level
3 on the standard scale.
(5)
Any provision of an instrument made by a company before 12th February 1979
that requires a register of holders of the company’s debentures to be kept in
hard copy form is to be read as requiring it to be kept in hard copy or electronic
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form.
1102
Regulations about inspection of records and provision of copies
(1)
The Secretary of State may make provision by regulations as to the obligations
of a company that is required by any provision of the Companies Acts—
(a)
to make available for inspection any company records, or
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(b)
to provide copies of any company records.
(2)
A company that fails to comply with the regulations is treated as having
refused inspection or, as the case may be, having failed to provide a copy.
(3)
The regulations may—
(a)
make provision as to the time, duration and manner of inspection,
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including the circumstances in which and extent to which the copying
of information is permitted in the course of inspection, and
(b)
define what may be required of the company as regards the nature,
extent and manner of extracting or presenting any information for the
purposes of inspection or the provision of copies.
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Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
526

(4)
Where there is power to charge a fee, the regulations may make provision as to
the amount of the fee and the basis of its calculation.
(5)
Nothing in any provision of this Act or in the regulations shall be read as
preventing a company—
(a)
from affording more extensive facilities than are required by the
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regulations, or
(b)
where a fee may be charged, from charging a lesser fee than that
prescribed or none at all.
(6)
Regulations under this section are subject to negative resolution procedure.
1103
Duty to take precautions against falsification
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(1)
Where company records are kept otherwise than in bound books, adequate
precautions must be taken—
(a)
to guard against falsification, and
(b)
to facilitate the discovery of falsification.
(2)
If a company fails to comply with this section, an offence is committed by every
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officer of the company who is in default.
(3)
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
3 on the standard scale.
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(4)
This section does not apply to the documents required to be kept under—
(a)
section 228 (copy of director’s service contract or memorandum of its
terms); or
(b)
section 237 (qualifying indemnity provision).
Service addresses
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1104
Service of documents on company
(1)
A document may be served on a company registered under the Companies
Acts by leaving it at, or sending it by post to, the company’s registered office.
(2)
A document may be served on an overseas company whose particulars are
registered under section 1012—
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(a)
by leaving it at, or sending it by post to, the registered address of any
person resident in the United Kingdom who is authorised to accept
service of documents on the company’s behalf, or
(b)
if there is no such person, or if any such person refuses service or
service cannot for any other reason be effected, by leaving it at or
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sending by post to any place of business of the company in the United
Kingdom.
(3)
Where a company registered in Scotland or Northern Ireland carries on
business in England and Wales, the process of any court in England and Wales
may be served on the company by leaving it at, or sending it by post to, the
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company’s principal place of business in England and Wales, addressed to the
manager or other head officer in England and Wales of the company.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
527


Where process is served on a company under this subsection, the person
issuing out the process must send a copy of it by post to the company’s
registered office.
1105
Service of documents on directors, secretaries and others
(1)
A document may be served on a person to whom this section applies by
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leaving it at, or sending it by post to, the person’s registered address.
(2)
This section applies to—
(a)
a director or secretary of a company;
(b)
in the case of an overseas company whose particulars are registered
under section 1012, a person holding any such position as may be
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specified for the purposes of this section by regulations under that
section;
(c)
a person appointed in relation to a company as—
(i)
a judicial factor (in Scotland),
(ii)
a receiver and manager appointed under section 18 of the
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Charities Act 1993 (c. 10), or
(iii)
a manager appointed under section 47 of the Companies
(Audit, Investigations and Community Enterprise) Act 2004
(c. 27).
(3)
This section applies whatever the purpose of the document in question.
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It is not restricted to service for purposes arising out of or in connection with
the appointment or position mentioned in subsection (2) or in connection with
the company concerned.
(4)
For the purposes of this section a person’s “registered address” means any
address for the time being shown as a current address in relation to that person
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in the part of the register available for public inspection.
(5)
If notice of a change of that address is given to the registrar, a person may
validly serve a document at the address previously registered until the end of
the period of 14 days beginning with the date on which notice of the change is
registered.
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(6)
Service may not be effected by virtue of this section at an address—
(a)
if notice has been registered of the termination of the appointment in
relation to which the address was registered and the address is not a
registered address of the person concerned in relation to any other
appointment;
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(b)
in the case of a person holding any such position as is mentioned in
subsection (2)(b), if the overseas company has ceased to have any
connection with the United Kingdom by virtue of which it is required
to register particulars under section 1012.
(7)
Nothing in this section shall be read as affecting any enactment or rule of law
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under which permission is required for service out of the jurisdiction.
1106
Service addresses
(1)
In the Companies Acts a “service address”, in relation to a person, means an
address at which documents may be effectively served on that person.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
528

(2)
The Secretary of State may by regulations specify conditions with which a
service address must comply.
(3)
Regulations under this section are subject to negative resolution procedure.
1107
Requirement to give service address
Any obligation under the Companies Acts to give a person’s address is, unless
5
otherwise expressly provided, to give a service address for that person.
Sending or supplying documents or information
1108
The company communications provisions
(1)
The provisions of sections 1109 to 1114 (“the company communications
provisions”) have effect for the purposes of any provision of the Companies
10
Acts that authorises or requires documents or information to be sent or
supplied by or to a company.
(2)
As regards documents or information to be sent or supplied to the registrar the
company communications provisions have effect subject to the provisions of
Part 35.
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1109
Sending or supplying documents or information
(1)
Documents or information to be sent or supplied to a company must be sent or
supplied in accordance with the provisions of Schedule 4.
(2)
Documents or information to be sent or supplied by a company must be sent
or supplied—
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(a)
in the case of a company other than a traded company, in accordance
with the provisions of Schedule 5;
(b)
in the case of a traded company, in accordance with the provisions of
Schedule 6.
(3)
The provisions referred to in subsection (2) apply (and those referred to in
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subsection (1) do not apply) in relation to documents or information that are to
be sent or supplied by one company to another.
1110
Construction of provisions about documents or information sent or supplied
(1)
A provision that requires a document or information to be sent or supplied in
hard copy form, and does not authorise its being sent or supplied in electronic
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form, is not complied with by sending or supplying it by electronic means.
(2)
A provision that authorises documents or information to be sent or supplied in
hard copy form, in electronic form or by means of a website only authorises
them to be sent or supplied in accordance with the company communications
provisions (unless it expressly states otherwise).
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(3)
A requirement to send or supply documents or information in hard copy form,
in electronic form or by means of a website is a requirement to send or supply
them in accordance with the company communications provisions (unless it
expressly states otherwise).