|
| |
|
(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 |
| 5 |
exceeding the statutory maximum (or both).”. |
| |
(2) | Omit subsection (4) of that section. |
| |
Provision of false information in purported compliance with section 447 |
| |
38 (1) | For subsection (2) of section 451 of the Companies Act 1985 (c. 6) (provision |
| |
of false information in response to requirement under section 447) |
| 10 |
| |
“(2) | 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— |
| 15 |
(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 |
| 20 |
exceeding the statutory maximum (or both).”. |
| |
(2) | Omit subsection (3) of that section. |
| |
Obstruction of inspector, etc exercising power to enter and remain on premises |
| |
39 (1) | Section 453A of the Companies Act 1985 (obstruction of inspector etc |
| |
exercising power to enter and remain on premises) is amended as follows. |
| 25 |
(2) | For subsection (5)(a) and (b) substitute “is guilty of an offence.” |
| |
(3) | After subsection (5) insert— |
| |
“(5A) | 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 |
| 30 |
| |
| |
Attempted evasion of restrictions under Part 15 |
| |
40 (1) | In subsection (1) of section 455 of the Companies Act 1985 (attempted |
| |
evasion of restrictions under Part 15) for “is liable to a fine if he” substitute |
| 35 |
“commits an offence if he”. |
| |
(2) | In subsection (2) of that section for the words “the company” to the end |
| |
substitute “an offence is committed by— |
| |
| |
(b) | every officer of the company who is in default.” |
| 40 |
|
| |
|
| |
|
(3) | After that subsection 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 |
| |
| 5 |
| |
41 (1) | Section 458 of the Companies Act 1985 (fraudulent trading) is amended as |
| |
| |
(2) | Make the existing provision subsection (1). |
| |
(3) | For “is liable to imprisonment or a fine, or both” substitute “commits an |
| 10 |
| |
| |
“(2) | A person guilty of an offence under this section is liable— |
| |
(a) | on conviction on indictment, to imprisonment for a term not |
| |
exceeding ten years or a fine (or both); |
| 15 |
(b) | on summary conviction— |
| |
(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 |
| 20 |
a term not exceeding six months, or to a fine not |
| |
exceeding the statutory maximum (or both).”. |
| |
Failure to register court order in case of unfair prejudice to company members |
| |
42 (1) | In section 461(5) of the Companies Act 1985 (c. 6) (failure to register court |
| |
order in case of unfair prejudice to company members) omit the words “; |
| 25 |
and if a company makes default” to the end. |
| |
(2) | After that provision insert— |
| |
“(5A) | If a company makes default in complying with subsection (5), an |
| |
| |
| 30 |
(b) | every officer of the company who is in default. |
| |
(5B) | 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.”. |
| 35 |
Breach of duty etc in connection with application to strike company off register |
| |
43 (1) | In subsection (1) of section 652E of the Companies Act 1985 (enforcement of |
| |
duties in connection with application to strike company off register) omit |
| |
| |
(2) | In subsection (2) of that section omit “and liable to imprisonment or a fine, |
| 40 |
| |
|
| |
|
| |
|
(3) | At the end of that section add— |
| |
“(6) | A person guilty of an offence under subsection (1) is liable— |
| |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| 5 |
(7) | A person guilty of an offence under subsection (2) is liable— |
| |
(a) | on conviction on indictment, to imprisonment for a term not |
| |
exceeding seven years or a fine (or both); |
| |
(b) | on summary conviction— |
| |
(i) | in England and Wales, to imprisonment for a term not |
| 10 |
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).”. |
| 15 |
Making unauthorised application to strike off company |
| |
44 (1) | In subsection (2) of section 652F of the Companies Act 1985 (c. 6) (making |
| |
unauthorised application to strike off company) omit “and liable to a fine”. |
| |
(2) | At the end of that section add— |
| |
“(3) | A person guilty of an offence under this section is liable— |
| 20 |
(a) | on conviction on indictment, to a fine; |
| |
(b) | on summary conviction, to a fine not exceeding the statutory |
| |
| |
| |
| |
Documents and information sent or supplied to a company |
| 25 |
| |
| |
| |
1 | This Schedule does not apply to documents or information sent or supplied |
| |
by one company to another (see section 1109(4) and Schedules 5 and 6). |
| 30 |
| |
Communications in hard copy form |
| |
| |
2 | A document or information is validly sent or supplied to a company if it is |
| |
sent or supplied in hard copy form in accordance with this Part of this |
| 35 |
| |
|
| |
|
| |
|
Method of communication in hard copy form |
| |
3 (1) | A document or information in hard copy form may be sent or supplied by |
| |
hand or by post to an address (in accordance with paragraph 4). |
| |
(2) | For the purposes of this Schedule, a person sends a document or information |
| |
by post if he prepays and posts an envelope containing the document or |
| 5 |
| |
Address for communications in hard copy form |
| |
4 | A document or information in hard copy form may be sent or supplied— |
| |
(a) | to an address specified by the company for the purpose; |
| |
(b) | to the company’s registered office; |
| 10 |
(c) | to an address to which any provision of the Companies Acts |
| |
authorises the document or information to be sent or supplied. |
| |
| |
Communications in electronic form |
| |
| 15 |
5 (1) | A document or information is validly sent or supplied to a company if it is |
| |
sent or supplied in electronic form in accordance with this Part of this |
| |
| |
(2) | This paragraph has effect subject to any requirements or contrary provision |
| |
| 20 |
Conditions for use of communications in electronic form |
| |
6 | A document or information may only be sent or supplied to a company in |
| |
| |
(a) | the company has agreed (generally or specifically) that the document |
| |
or information may be sent or supplied in that form (and has not |
| 25 |
revoked that agreement), or |
| |
(b) | the company is deemed to have so agreed by a provision in the |
| |
| |
Address for communications in electronic form |
| |
7 (1) | Where the document or information is sent or supplied by electronic means, |
| 30 |
it may only be sent or supplied in electronic form to an address— |
| |
(a) | specified for the purpose by the company (generally or specifically), |
| |
| |
(b) | deemed by a provision in the Companies Acts to have been so |
| |
| 35 |
(2) | Where the document or information is sent or supplied in electronic form by |
| |
hand or by post, it must be sent or supplied to an address to which it could |
| |
be validly sent if it were in hard copy form. |
| |
|
| |
|
| |
|
| |
Other agreed forms of communication |
| |
8 (1) | A document or information that is sent or supplied to a company otherwise |
| |
than in hard copy form or electronic form is validly sent or supplied if it is |
| |
sent or supplied in a form or manner that has been agreed by the company. |
| 5 |
(2) | This paragraph has effect subject to any requirements or contrary provision |
| |
| |
| |
| |
Communications by a company other than a traded company |
| |
| 10 |
| |
Application of this Schedule |
| |
1 | This Schedule applies to documents or information sent or supplied by |
| |
companies that are not traded companies. |
| |
| 15 |
Communications in hard copy form |
| |
| |
2 | A document or information is validly sent or supplied by a company if it is |
| |
sent or supplied in hard copy form in accordance with this Part of this |
| |
| 20 |
Method of communication in hard copy form |
| |
3 (1) | A document or information in hard copy form must be— |
| |
(a) | handed to the intended recipient, or |
| |
(b) | sent or supplied by hand or by post to an address (in accordance with |
| |
| 25 |
(2) | For the purposes of this Schedule, a person sends a document or information |
| |
by post if he prepays and posts an envelope containing the document or |
| |
| |
Address for communications in hard copy form |
| |
4 (1) | A document or information in hard copy form may be sent or supplied by |
| 30 |
| |
(a) | to an address specified for the purpose by the intended recipient; |
| |
(b) | to a company at its registered office; |
| |
(c) | to a person in his capacity as a member of the company at his address |
| |
as shown in the company’s register of members; |
| 35 |
|
| |
|
| |
|
(d) | to a person in his capacity as a director of the company at his address |
| |
as shown in the company’s register of directors; |
| |
(e) | to an address to which any provision of the Companies Acts |
| |
authorises the document or information to be sent or supplied. |
| |
(2) | Where the company is unable to obtain an address falling within sub- |
| 5 |
paragraph (1), the document or information may be sent or supplied to the |
| |
intended recipient’s last address known to the company. |
| |
| |
Communications in electronic form |
| |
| 10 |
5 (1) | A document or information is validly sent or supplied by a company if it is |
| |
sent in electronic form in accordance with this Part of this Schedule. |
| |
(2) | This paragraph has effect subject to any requirements or contrary provision |
| |
| |
Agreement to communications in electronic form |
| 15 |
6 | A document or information may only be sent or supplied by a company in |
| |
| |
(a) | to a person who has agreed (generally or specifically) that the |
| |
document or information may be sent or supplied in that form (and |
| |
has not revoked that agreement), or |
| 20 |
(b) | to a company that is deemed to have so agreed by a provision in the |
| |
| |
Address for communications in electronic form |
| |
7 (1) | Where the document or information is sent or supplied by electronic means, |
| |
it may only be sent or supplied to an address— |
| 25 |
(a) | specified for the purpose by the intended recipient (generally or |
| |
| |
(b) | where the intended recipient is a company, deemed by a provision |
| |
of the Companies Acts to have been so specified. |
| |
(2) | Where the document or information is sent or supplied in electronic form by |
| 30 |
hand or by post, it must be— |
| |
(a) | handed to the intended recipient, or |
| |
(b) | sent or supplied to an address to which it could be validly sent if it |
| |
| |
| 35 |
Communications by means of a website |
| |
| |
8 (1) | A document or information is validly sent or supplied by a company if it is |
| |
made available on a website in accordance with this Part of this Schedule. |
| |
|
| |
|
| |
|
(2) | This paragraph has effect subject to any requirements or contrary provision |
| |
| |
Agreement to use of website |
| |
9 | A document or information may only be sent or supplied by the company to |
| |
a person by being made available on a website if the person— |
| 5 |
(a) | has agreed (generally or specifically) that the document or |
| |
information may be sent or supplied to him in that manner, or |
| |
(b) | is taken to have so agreed under— |
| |
(i) | paragraph 10 (members of the company etc), or |
| |
(ii) | paragraph 11 (debenture holders), |
| 10 |
| and has not revoked that agreement. |
| |
Deemed agreement of members of company etc to use of website |
| |
10 (1) | This paragraph applies to a document or information to be sent or supplied |
| |
| |
(a) | as a member of the company, or |
| 15 |
(b) | as a person identified by a member (in accordance with the |
| |
company’s articles or regulations made under section 137) as entitled |
| |
to enjoy or exercise all or any specified rights of the member in |
| |
relation to the company (an “entitled person”). |
| |
| 20 |
(a) | the members of the company have resolved that the company may |
| |
send or supply documents or information to members by making |
| |
them available on a website, or |
| |
(b) | the company’s articles contain provision to that effect, |
| |
| a member of the company or entitled person in relation to whom the |
| 25 |
following conditions are met is taken to have agreed that the company may |
| |
send or supply documents or information to him in that manner. |
| |
(3) | The conditions are that— |
| |
(a) | the member or entitled person has been asked individually by the |
| |
company to agree that the company may send or supply documents |
| 30 |
or information generally, or the documents or information in |
| |
question, to him by means of a website, and |
| |
(b) | the company has not received a response within the period of 28 |
| |
days beginning with the date on which the company’s request was |
| |
| 35 |
(4) | A member or entitled person is not taken to have so agreed if the company’s |
| |
| |
(a) | did not state clearly what the effect of a failure to respond would be, |
| |
| |
(b) | was sent less than twelve months after a previous request made to |
| 40 |
him for the purposes of this paragraph in respect of the same or a |
| |
similar class of documents or information. |
| |
(5) | A resolution under this paragraph is subject to Chapter 3 of Part 3 of this Act |
| |
(resolutions affecting company’s constitution). |
| |
|
| |
|