|
| |
| |
| Until the coming into force of that Part, the references to section 1216 and |
| |
Part 42 are to be read as references to section 46 of the Companies Act 1989 |
| |
(c. 40) and Part 2 of that Act respectively. |
| |
54 | A disclosure for the purpose of enabling or assisting a recognised |
| |
supervisory or qualifying body, within the meaning of Part 42 of this Act, to |
| 5 |
exercise its functions as such. |
| |
| Until the coming into force of that Part, the reference to it is to be read as a |
| |
reference to Part 2 of the Companies Act 1989. |
| |
55 | A disclosure for the purpose of enabling or assisting an official receiver |
| |
(including the Accountant in Bankruptcy in Scotland and the Official |
| 10 |
Assignee in Northern Ireland) to exercise his functions under the enactments |
| |
| |
56 | A disclosure for the purpose of enabling or assisting the Insolvency |
| |
Practitioners Tribunal to exercise its functions under the Insolvency Act 1986 |
| |
| 15 |
57 | A disclosure for the purpose of enabling or assisting a body that is for the |
| |
time being a recognised professional body for the purposes of section 391 of |
| |
the Insolvency Act 1986 (recognised professional bodies) to exercise its |
| |
| |
58 | A disclosure for the purpose of enabling or assisting an overseas regulatory |
| 20 |
authority to exercise its regulatory functions. |
| |
| “Overseas regulatory authority” and “regulatory functions” have the same |
| |
meaning as in section 82 of the Companies Act 1989. |
| |
59 | A disclosure for the purpose of enabling or assisting the Regulator of |
| |
Community Interest Companies to exercise functions under the Companies |
| 25 |
(Audit, Investigations and Community Enterprise) Act 2004 (c. 27). |
| |
60 | A disclosure with a view to the institution of, or otherwise for the purposes |
| |
of, criminal proceedings. |
| |
61 | A disclosure for the purpose of enabling or assisting a person authorised by |
| |
the Secretary of State under Part 2, 3 or 4 of the Proceeds of Crime Act 2002 |
| 30 |
(c. 29) to exercise his functions. |
| |
62 | A disclosure with a view to the institution of, or otherwise for the purposes |
| |
of, proceedings on an application under section 6, 7 or 8 of the Company |
| |
Directors Disqualification Act 1986 (c. 46) (disqualification for unfitness). |
| |
63 | A disclosure with a view to the institution of, or otherwise for the purposes |
| 35 |
of, proceedings before the Financial Services and Markets Tribunal. |
| |
64 | A disclosure for the purposes of proceedings before the Financial Services |
| |
Tribunal by virtue of the Financial Services and Markets Act 2000 |
| |
(Transitional Provisions) (Partly Completed Procedures) Order 2001 |
| |
| 40 |
65 | A disclosure for the purposes of proceedings before the Pensions Regulator |
| |
| |
66 | A disclosure for the purpose of enabling or assisting a body appointed under |
| |
section 14 of the Companies (Audit, Investigations and Community |
| |
Enterprise) Act 2004 (supervision of periodic accounts and reports of issuers |
| 45 |
| |
| |
|
| |
| |
of listed securities) to exercise functions mentioned in subsection (2) of that |
| |
| |
67 | A disclosure with a view to the institution of, or otherwise for the purposes |
| |
of, disciplinary proceedings relating to the performance by a solicitor, |
| |
barrister, advocate, foreign lawyer, auditor, accountant, valuer or actuary of |
| 5 |
| |
| “Foreign lawyer” has the meaning given by section 89(9) of the Courts and |
| |
Legal Services Act 1990 (c. 41). |
| |
68 | A disclosure with a view to the institution of, or otherwise for the purposes |
| |
of, disciplinary proceedings relating to the performance by a public servant |
| 10 |
| |
| “Public servant” means an officer or employee of the Crown or of any public |
| |
or other authority for the time being designated for the purposes of this |
| |
paragraph by the Secretary of State by order subject to negative resolution |
| |
| 15 |
69 | A disclosure for the purpose of the provision of a summary or collection of |
| |
information framed in such a way as not to enable the identity of any person |
| |
to whom the information relates to be ascertained. |
| |
70 | A disclosure in pursuance of any Community obligation. |
| |
| 20 |
Overseas regulatory bodies |
| |
71 | A disclosure is made in accordance with this Part of this Schedule if— |
| |
(a) | it is made to a person or body within paragraph 72, and |
| |
(b) | it is made for the purpose of enabling or assisting that person or body |
| |
to exercise the functions mentioned in that paragraph. |
| 25 |
72 | The persons or bodies that are within this paragraph are those exercising |
| |
functions of a public nature, under legislation in any country or territory |
| |
outside the United Kingdom, that appear to the Panel to be similar to its own |
| |
functions or those of the Financial Services Authority. |
| |
73 | In determining whether to disclose information to a person or body in |
| 30 |
accordance with this Part of this Schedule, the Panel must have regard to the |
| |
following considerations— |
| |
(a) | whether the use that the person or body is likely to make of the |
| |
information is sufficiently important to justify making the |
| |
| 35 |
(b) | whether the person or body has adequate arrangements to prevent |
| |
the information from being used or further disclosed otherwise than |
| |
for the purposes of carrying out the functions mentioned in |
| |
paragraph 72 or any other purposes substantially similar to those for |
| |
which information disclosed to the Panel could be used or further |
| 40 |
| |
| |
| |
|
| |
| |
| |
| |
Amendments of remaining provisions of the Companies Act 1985 relating to |
| |
| |
Misleading, false or deceptive statement in connection with valuation of non-cash |
| |
| 5 |
1 | In section 110 of the Companies Act 1985 (entitlement of valuer to full |
| |
disclosure), for subsections (2) and (3) substitute— |
| |
“(2) | A person who knowingly or recklessly makes a statement to which |
| |
this subsection applies that is misleading, false or deceptive in a |
| |
material particular commits an offence. |
| 10 |
(3) | Subsection (2) applies to a statement— |
| |
(a) | made (whether orally or in writing) to a person carrying out |
| |
a valuation or making a report under section 108 or 109, and |
| |
(b) | conveying or purporting to convey any information or |
| |
explanation which that person requires, or is entitled to |
| 15 |
require, under subsection (1) above. |
| |
(4) | A person guilty of an offence under subsection (2) is liable— |
| |
(a) | on conviction on indictment, to imprisonment for a term not |
| |
exceeding two years or a fine (or both); |
| |
(b) | on summary conviction— |
| 20 |
(i) | in England and Wales, to imprisonment for a term not |
| |
exceeding twelve months or to a fine not exceeding |
| |
the statutory maximum (or both); |
| |
(ii) | in Scotland or Northern Ireland, to imprisonment for |
| |
a term not exceeding six months, or to a fine not |
| 25 |
exceeding the statutory maximum (or both).”. |
| |
Valuation procedures: matters to be communicated to registrar |
| |
2 | For section 111 of the Companies Act 1985 (matters to be communicated to |
| |
the registrar) substitute— |
| |
“111ZA | Matters to be communicated to registrar: asset valuation report |
| 30 |
(1) | A company to which a report is made under section 108 as to the |
| |
value of any consideration for which, or partly for which, it proposes |
| |
to allot shares must deliver a copy of the report to the registrar for |
| |
| |
(2) | The copy must be delivered at the same time that the company files |
| 35 |
the return of the allotment of those shares under section 569 of the |
| |
Company Law Reform Act 2006 (return of allotment by limited |
| |
| |
(3) | If default is made in complying with subsection (1) or (2), an offence |
| |
is committed by every officer of the company who is in default. |
| 40 |
(4) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
| |
| |
|
| |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
maximum and, for continued contravention, a daily default |
| |
fine not exceeding one-tenth of the statutory maximum. |
| |
(5) | In the case of default in delivering to the registrar any document as |
| |
required by this section, the company, or any person liable for the |
| 5 |
default, may apply to the court for relief. |
| |
(6) | The court, if satisfied— |
| |
(a) | that the omission to deliver the document was accidental or |
| |
| |
(b) | that it is just and equitable to grant relief, |
| 10 |
| may make an order extending the time for delivery of the document |
| |
for such period as the court thinks proper. |
| |
111ZB | Matters to be communicated to registrar: copy of resolution as to |
| |
| |
(1) | A company that has passed a resolution under section 104 with |
| 15 |
respect to the transfer of an asset must, within 15 days of doing so, |
| |
deliver to the registrar a copy of the resolution together with the |
| |
valuer’s report required by that section. |
| |
(2) | If a company fails to comply with subsection (1), an offence is |
| |
| 20 |
| |
(b) | every 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- |
| 25 |
tenth of level 3 on the standard scale.”. |
| |
Contravention of certain provisions relating to the amount to be paid for shares and means of |
| |
| |
3 | For section 114 of the Companies Act 1985 substitute— |
| |
“114 | Penalty for contravention of ss.99 to 104 and 106 |
| 30 |
(1) | If a company contravenes any of the provisions of sections 99 to 104 |
| |
and 106, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(2) | A person guilty of an offence under this section is liable— |
| 35 |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
Failure to give notice to registrar of reorganisation of share capital |
| |
4 | For section 122(2) (failure to give notice to registrar of reorganisation of |
| 40 |
share capital) of the Companies Act 1985 substitute— |
| |
“(2) | If default is made in complying with this section, an offence is |
| |
| |
| |
| |
|
| |
| |
| |
(b) | every 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- |
| 5 |
tenth of level 3 on the standard scale.”. |
| |
Failure to send registrar statement or notice of particulars of shares carrying special rights |
| |
5 | For section 128(5) of the Companies Act 1985 (c. 6) (failure to register |
| |
allotment etc of shares carrying special rights) substitute— |
| |
“(5) | If a company fails to comply with this section, an offence is |
| 10 |
| |
| |
(b) | every officer of the company who is in default. |
| |
(6) | 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, |
| 15 |
for continued contravention, a daily default fine not exceeding one- |
| |
tenth of level 3 on the standard scale.”. |
| |
Failure to deliver to registrar statement or notice of newly created class rights |
| |
6 | For section 129(4) of the Companies Act 1985 (failure to register newly |
| |
created class rights) substitute— |
| 20 |
“(4) | If a company fails to comply with this section, an offence is |
| |
| |
| |
(b) | every officer of the company who is in default. |
| |
(5) | A person guilty of an offence under this section is liable on summary |
| 25 |
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.”. |
| |
Concealment of name of creditor entitled to object to reduction of capital, or wilful |
| |
misrepresentation of nature or amount of claim, etc |
| 30 |
7 (1) | Section 141 of the Companies Act 1985 (penalty for concealment or |
| |
misrepresentation of details of creditor in connection with reduction of |
| |
capital) is amended as follows. |
| |
(2) | Make the existing provision subsection (1). |
| |
(3) | Omit “and liable to a fine”. |
| 35 |
| |
“(2) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| 40 |
| |
| |
|
| |
| |
Director authorising or permitting non-compliance with requirement to convene company |
| |
meeting to consider serious loss of capital |
| |
8 (1) | In section 142(2) of the Companies Act 1985 (c. 6) (failure to convene meeting |
| |
to consider serious loss of capital) for “is liable to a fine” substitute “commits |
| |
| 5 |
(2) | After that provision insert— |
| |
“(2A) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| 10 |
Unlawful acquisition by company of its own shares |
| |
9 (1) | In subsection (2) of section 143 of the Companies Act 1985 (prohibition |
| |
against acquisition by company of its own shares) omit “the company is |
| |
liable to a fine, and every officer of the company who is in default is liable to |
| |
imprisonment or a fine, or both; and,”. |
| 15 |
(2) | At the end of that section add— |
| |
“(4) | If a company purports to act in contravention of this section an |
| |
| |
| |
(b) | every officer of the company who is in default. |
| 20 |
(5) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to imprisonment for a term not |
| |
exceeding two years or a fine (or both); |
| |
(b) | on summary conviction— |
| |
(i) | in England and Wales, to imprisonment for a term not |
| 25 |
exceeding twelve months or to a fine not exceeding |
| |
the statutory maximum (or both); |
| |
(ii) | in Scotland or Northern Ireland, to imprisonment for |
| |
a term not exceeding six months, or to a fine not |
| |
exceeding the statutory maximum (or both).”. |
| 30 |
Failure to cancel own shares acquired by company or to apply for re-registration as private |
| |
| |
10 (1) | In subsection (2) of section 149 of the Companies Act 1985 (penalty for |
| |
failure to cancel own shares or to re-register as private company when |
| |
required to do so) for the words “the company” to the end substitute “an |
| 35 |
| |
| |
(b) | every officer of the company who is in default.”. |
| |
(2) | At the end of that section add— |
| |
“(3) | A person guilty of an offence under this section is liable on summary |
| 40 |
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.”. |
| |
| |
| |
|
| |
| |
Contravention of provisions dealing with treasury shares |
| |
11 | For section 162G of the Companies Act 1985 (c. 6) (failure to comply with |
| |
requirements in relation to treasury shares) substitute— |
| |
“162G | Treasury shares: penalty for contravention |
| |
(1) | If a company contravenes any of the provisions of sections 162A to |
| 5 |
162F, an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default. |
| |
(2) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| 10 |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
Failure to comply with disclosure obligations in connection with purchase of own shares |
| |
12 | For section 169(6) of the Companies Act 1985 (failure to comply with |
| |
disclosure requirements in connection with purchase of own shares) |
| 15 |
| |
“(6) | If default is made in delivering to the registrar any return or |
| |
statement required by this section, an offence is committed by every |
| |
officer of the company who is in default. |
| |
(6A) | A person guilty of an offence under subsection (6) is liable— |
| 20 |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
maximum and, for continued contravention, a daily default |
| |
fine not exceeding one-tenth of the statutory maximum.”. |
| |
Failure to deliver to registrar return of cancellation or disposal of treasury shares |
| 25 |
13 | For section 169A(4) of the Companies Act 1985 (failure to deliver to registrar |
| |
return in connection with cancellation or disposal of treasury shares) |
| |
| |
“(4) | If default is made in delivering to the registrar any return or |
| |
statement required by this section, an offence is committed by every |
| 30 |
officer of the company who is in default. |
| |
(5) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
maximum and, for continued contravention, a daily default |
| 35 |
fine not exceeding one-tenth of the statutory maximum.”. |
| |
Refusal of inspection of directors’ statement and auditors’ report relating to payment out of |
| |
| |
14 | For section 175(7) of the Companies Act 1985 (refusal of inspection of |
| |
directors’ statement and auditors’ report relating to payment out of capital) |
| 40 |
| |
| |
|
