Company Law Reform Bill [HL] (529-532)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (529-532)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
529

1111
Right to hard copy version
(1)
Where a member of a company or a holder of a company’s debentures has
received a document or information from the company otherwise than in hard
copy form, he is entitled to require the company to send him a version of the
document or information in hard copy form.
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(2)
The company must send the document or information in hard copy form
within 21 days of receipt of the request from the member or debenture holder.
(3)
The company may not make a charge for providing the document or
information in that form.
(4)
If a company fails to comply with this section, an offence is committed by the
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company and every officer of it who is in default.
(5)
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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(6)
This section has effect subject to any contrary provision in an enactment.
1112
Requirement of authentication
(1)
This section applies in relation to the authentication of a document or
information sent or supplied by a person to a company.
(2)
A document or information sent or supplied in hard copy form is sufficiently
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authenticated if it is signed by the person sending or supplying it.
(3)
A document or information sent or supplied in electronic form is sufficiently
authenticated—
(a)
if the identity of the sender is confirmed in a manner specified by the
company, or
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(b)
where no such manner has been specified by the company, if the
communication contains or is accompanied by a statement of the
identity of the sender and the company has no reason to doubt the truth
of that statement.
(4)
Where a document or information is sent or supplied by one person on behalf
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of another, nothing in this section affects any provision of the company’s
articles under which the company may require reasonable evidence of the
authority of the former to act on behalf of the latter.
1113
Deemed delivery of documents and information
(1)
This section applies in relation to documents and information sent or supplied
35
by a company.
(2)
Where—
(a)
the document or information is sent by post (whether in hard copy or
electronic form) to an address in the United Kingdom, and
(b)
the company is able to show that it was properly addressed, prepaid
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and posted,

it is deemed to have been received by the intended recipient 48 hours after it
was posted.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
530

(3)
Where—
(a)
the document or information is sent or supplied by electronic means,
and
(b)
the company is able to show that it was properly addressed,

it is deemed to have been received by the intended recipient 48 hours after it
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was sent.
(4)
Where the document or information is sent or supplied by means of a website,
it is deemed to have been received by the intended recipient—
(a)
when the material was first made available on the website, or
(b)
if later, when the recipient received (or is deemed to have received)
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notice of the fact that the material was available on the website.
(5)
In calculating a period of hours for the purposes of this section, no account
shall be taken of any part of a day that is not a working day.
(6)
This section has effect subject to—
(a)
any contrary provision of the Companies Acts;
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(b)
in its application to documents or information sent or supplied by a
company to its members, any contrary provision of the company’s
articles;
(c)
in its application to documents or information sent or supplied by a
company to its debentures holders, any contrary provision in the
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instrument constituting the debentures;
(d)
in its application to documents or information sent or supplied by a
company to a person otherwise than in his capacity as a member or
debenture holder, any contrary provision in an agreement between the
company and that person.
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1114
Interpretation of company communications provisions
(1)
In the company communications provisions—
“address” includes a number or address used for the purposes of sending
or receiving documents or information by electronic means;
“document” includes summons, notice, order or other legal process and
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registers;
“traded company” means a company whose securities are admitted to
trading on a regulated market.
(2)
References in the company communications provisions to provisions of the
Companies Acts authorising or requiring a document or information to be sent
35
or supplied include all such provisions, whatever expression is used, and
references to documents or information being sent or supplied shall be
construed accordingly.
(3)
References in the company communications provisions to documents or
information being sent or supplied by or to a company include references to
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documents or information being sent or supplied by or to the directors of a
company acting on behalf of the company.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
531

Requirements as to independent valuation
1115
Application of valuation requirements
The provisions of sections 1116 to 1119 apply to the valuation and report
required by—
section 93 (re-registration as public company: valuation of recently
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transferred non-cash asset);
section 607 (allotment of shares of public company in consideration of
non-cash asset);
section 612 (transfer of non-cash asset to public company).
1116
Valuation by qualified independent person
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(1)
The valuation and report must be made by a person (“the valuer”) who—
(a)
is eligible for appointment as a statutory auditor (see section 1176), and
(b)
meets the independence requirement in section 1117.
(2)
However, where it appears to the valuer to be reasonable for the valuation of
the consideration, or part of it, to be made by (or for him to accept a valuation
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made by) another person who—
(a)
appears to him to have the requisite knowledge and experience to value
the consideration or that part of it, and
(b)
is not an officer or employee of—
(i)
the company, or
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(ii)
any other body corporate that is that company’s subsidiary or
holding company or a subsidiary of that company’s holding
company,

or a partner of or employed by any such officer or employee,

he may arrange for or accept such a valuation, together with a report which
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will enable him to make his own report under this section.
(3)
The references in subsection (2)(b) to an officer or employee do not include an
auditor.
(4)
Where the consideration or part of it is valued by a person other than the valuer
himself, the latter’s report must state that fact and shall also—
30
(a)
state the former’s name and what knowledge and experience he has to
carry out the valuation, and
(b)
describe so much of the consideration as was valued by the other
person, and the method used to value it, and specify the date of that
valuation.
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1117
The independence requirement
(1)
A person meets the independence requirement for the purposes of section 1116
only if—
(a)
he is not—
(i)
an officer or employee of the company, or
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(ii)
a partner or employee of such a person, or a partnership of
which such a person is a partner;
(b)
he is not—

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Part 37 — Companies: supplementary provisions
532

(i)
an officer or employee of an associated undertaking of the
company, or
(ii)
a partner or employee of such a person, or a partnership of
which such a person is a partner; and
(c)
there does not exist between—
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(i)
the person or an associate of his, and
(ii)
the company or an associated undertaking of the company,

a connection of any such description as may be specified by regulations
made by the Secretary of State.
(2)
An auditor of the company is not regarded as an officer or employee of the
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company for this purpose.
(3)
In this section—
“associated undertaking” means—
(a)
a parent undertaking or subsidiary undertaking of the
company, or
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(b)
a subsidiary undertaking of a parent undertaking of the
company; and
“associate” has the meaning given by section 1118.
(4)
Regulations under this section are subject to negative resolution procedure.
1118
Meaning of “associate”
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(1)
This section defines “associate” for the purposes of section 1117 (valuation:
independence requirement).
(2)
In relation to an individual, “associate” means—
(a)
that individual’s spouse or civil partner or minor child or step-child,
(b)
any body corporate of which that individual is a director, and
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(c)
any employee or partner of that individual.
(3)
In relation to a body corporate, “associate” means—
(a)
any body corporate of which that body is a director,
(b)
any body corporate in the same group as that body, and
(c)
any employee or partner of that body or of any body corporate in the
30
same group.
(4)
In relation to a partnership that is a legal person under the law by which it is
governed, “associate” means—
(a)
any body corporate of which that partnership is a director,
(b)
any employee of or partner in that partnership, and
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(c)
any person who is an associate of a partner in that partnership.
(5)
In relation to a partnership that is not a legal person under the law by which it
is governed, “associate” means any person who is an associate of any of the
partners.
(6)
In this section, in relation to a limited liability partnership, for “director” read
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“member”.