Company Law Reform Bill [HL] (662-668)

House of Commons

Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (662-668)

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 9 — Index of defined expressions
662

the Panel (in Part 28)
section 909

parent company
section 1138

parent undertaking
section 1127 and Schedule 8

payment for loss of office (in Chapter 4 of
section 214

Part 10)

5

period for appointing auditors, in relation
section 499(2)

to a private company

period for filing, in relation to accounts
section 450

and reports for a financial year

permissible capital payment (in Chapter 7
section 181 of the 1985 Act

10

of Part 5 of the 1985 Act)

political donation (in Part 15)
section 370

political expenditure (in Part 15)
section 371

political organisation (in Part 15)
section 369(2)

pre-existing transferee company (in section
section 427A(8) of the 1985 Act

15

427A of, and Schedule 15B to, the 1985 Act)

prescribed
section 744 of the 1985 Act

the principal register (in Schedule 14 to the
paragraph 2(1) of Schedule 14 to the

1985 Act)
1985 Act

private company
section 4

20

profit and loss account (in Part 16)
section 482(1) and (2)

profits and losses (in Part 8 of the 1985 Act)
section 280(3) of the 1985 Act

profits available for distribution (for the
section 263(3) of the 1985 Act

purposes of Part 8 of the 1985 Act)

property (in section 427A of, and Schedule
section 427A(8) of the 1985 Act

25

15B to, the 1985 Act)

protected information
section 240

provision for entrenchment
section 22

public company
section 4

publication, in relation to accounts and
section 444

30

reports (in sections 441 to 443)

qualified, in relation to an auditor’s report
section 553

etc (in Part 17)

qualifying shares (in Chapter 7 of Part 5 of
section 162ZC(2) of the 1985 Act

the 1985 Act)

35

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 9 — Index of defined expressions
663

qualifying third party indemnity provision
section 234

(in Chapter 7 of Part 10)

qualifying pension scheme indemnity
section 235

provision (in Chapter 7 of Part 10)

quasi-loan (in Chapter 4 of Part 10)
section 199

5

quoted company

  — in Part 14
section 367

  — in Part 16
section 391

  — in Chapter 5 of Part 17
section 545 (and section 391)

redeemable shares
section 159 of the 1985 Act

10

redenominate
section 636(1)

redenomination reserve
section 642

the register
section 1046

register of charges, kept by registrar

  — in England and Wales and Northern
section 401 of the 1985 Act

15

Ireland

  — in Scotland
section 417 of the 1985 Act

register of directors
section 162

register of directors’ residential addresses
section 165

register of secretaries (in case of public
section 275

20

company)

registered number, of a branch of an
section 1033

overseas company

registered number, of a company
section 1032

registered office, of a company
section 86

25

registrar and registrar of companies
section 1026

registrar’s index of company names
section 1065

registrar’s rules
section 1083

registration in a particular part of the
section 1026(4)

United Kingdom

30

regulated activity

  — in Part 16
section 482(1)

  — in Part 17
section 553

regulated market
section 1138

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 9 — Index of defined expressions
664

relevant employee shares (in sections 89 to
section 94(4) of the 1985 Act

96 of the 1985 Act)

relevant shares (in sections 89 to 96 of the
section 94(5) of the 1985 Act

1985 Act)

requirements of this Act
section 1137

5

resolution for reducing share capital
section 135(3) of the 1985 Act

the scheme (in section 427A of, and
section 427A(8) of the 1985 Act

Schedule 15B to, the 1985 Act)

securities (in Chapter 1 of Part 21)
section 768(5)

senior statutory auditor
section 518

10

sent or supplied, in relation to documents
section 1114(2) and (3)

or information (in the company

communications provisions)

service address
section 1106

service contract, of a director
section 227

15

shadow director
section 251

share

  — in the Companies Acts
section 744 of the 1985 Act and section

1126(2) of this Act

  — in Part 23
section 801

20

  — in section 1127 and Schedule 8
section 1127(7)

share capital (company having a)
section 559

share exchange ratio (in Schedule 15B to
paragraph 2(2)(b) of Schedule 15B to

the 1985 Act)
the 1985 Act

share premium account
section 130(1) of the 1985 Act

25

share warrant
section 188 of the 1985 Act

small companies regime, for accounts and
section 387

reports

special notice, in relation to a resolution
section 319

special resolution
section 290

30

subsidiary
section 736 of the 1985 Act

subsidiary undertaking
section 1127 and Schedule 8

summary financial statement
section 432

takeover bid (in Chapter 2 of Part 28)
section 938(1)

takeover offer (in Part 13A of the 1985 Act)
section 428(1) of the 1985 Act

35

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 9 — Index of defined expressions
665

the Takeovers Directive

  — in Chapter 1 of Part 28
section 910(8)

  — in Chapter 2 of Part 28
section 938(1)

traded company (in the company
section 1114(1)

communications provisions)

5

trading certificate
section 774(1)

transfer, in relation to a non-cash asset
section 739(2) of the 1985 Act

transferor company (in section 427A of,
section 427A(8) of the 1985 Act

and Schedule 15B to, the 1985 Act)

transferee company (in section 427A of,
section 427A(8) of the 1985 Act

10

and Schedule 15B to, the 1985 Act)

treasury shares
section 162A(3) of the 1985 Act

turnover

  — in Part 16
section 482(1)

  — in Part 17
section 553

15

uncalled share capital
section 737(2) of the 1985 Act

unconditional, in relation to a contract to
section 430H(2) of the 1985 Act

acquire shares (in Part 13A of the 1985 Act)

undistributable reserves
section 264(3) of the 1985 Act

undertaking
section 1126(1)

20

unique identifier
section 1048

unlimited company
section 3

unquoted company (in Part 16)
section 391

voting rights

  — in Chapter 2 of Part 28
section 938(1)

25

  — in Part 13A of the 1985 Act
section 430H(1) of the 1985 Act

voting shares

  — in Chapter 2 of Part 28
section 938(1)

  — in Part 13A of the 1985 Act
section 430H(1) of the 1985 Act

website, communication by means of

30

  — in relation to communications by a
Part 4 of Schedule 5

company other than a traded company

  — in relation to communications by a
Part 4 of Schedule 6

traded company

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 10 — Recognised supervisory bodies
Part 1 — Grant and revocation of recognition of a supervisory body
666

Welsh company
section 88

wholly-owned subsidiary
section 736(2) of the 1985 Act

working day, in relation to a company
section 1138

written resolution
section 295


In this table “the 1985 Act” means the Companies Act 1985 (c. 6).
5
Schedule 10
Section 1181

Recognised supervisory bodies
Part 1
Grant and revocation of recognition of a supervisory body
Application for recognition of supervisory body
10
1     (1)
A supervisory body may apply to the Secretary of State for an order
declaring it to be a recognised supervisory body for the purposes of this Part
of this Act (“a recognition order”).
      (2)
Any such application must be—
(a)
made in such manner as the Secretary of State may direct, and
15
(b)
accompanied by such information as the Secretary of State may
reasonably require for the purpose of determining the application.
      (3)
At any time after receiving an application and before determining it the
Secretary of State may require the applicant to furnish additional
information.
20
      (4)
The directions and requirements given or imposed under sub-paragraphs
(2) and (3) may differ as between different applications.
      (5)
The Secretary of State may require any information to be furnished under
this paragraph to be in such form or verified in such manner as he may
specify.
25
      (6)
Every application must be accompanied by—
(a)
a copy of the applicant’s rules, and
(b)
a copy of any guidance issued by the applicant in writing.
      (7)
The reference in sub-paragraph (6)(b) to guidance issued by the applicant is
a reference to any guidance or recommendation—
30
(a)
issued or made by it to all or any class of its members or persons
seeking to become members,
(b)
relevant for the purposes of this Part, and
(c)
intended to have continuing effect,

including any guidance or recommendation relating to the admission or
35
expulsion of members of the body, so far as relevant for the purposes of this
Part.

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 10 — Recognised supervisory bodies
Part 1 — Grant and revocation of recognition of a supervisory body
667

Grant and refusal of recognition
2     (1)
The Secretary of State may, on an application duly made in accordance with
paragraph 1 and after being furnished with all such information as he may
require under that paragraph, make or refuse to make a recognition order in
respect of the applicant.
5
      (2)
The Secretary of State may make a recognition order only if it appears to
him, from the information furnished by the body and having regard to any
other information in his possession, that the requirements of Part 2 of this
Schedule are satisfied in the case of that body.
      (3)
The Secretary of State may refuse to make a recognition order in respect of a
10
body if he considers that its recognition is unnecessary having regard to the
existence of one or more other bodies which—
(a)
maintain and enforce rules as to the appointment and conduct of
statutory auditors, and
(b)
have been or are likely to be recognised.
15
      (4)
Where the Secretary of State refuses an application for a recognition order he
must give the applicant a written notice to that effect—
(a)
specifying which requirements, in the opinion of the Secretary of
State, are not satisfied, or
(b)
stating that the application is refused on the ground mentioned in
20
sub-paragraph (3).
      (5)
A recognition order must state the date on which it takes effect.
Revocation of recognition
3     (1)
A recognition order may be revoked by a further order made by the
Secretary of State if at any time it appears to him—
25
(a)
that any requirement of Part 2 of this Schedule is not satisfied in the
case of the body to which the recognition order relates (“the
recognised body”),
(b)
that the body has failed to comply with any obligation imposed on it
by or by virtue of this Part of this Act, or
30
(c)
that the continued recognition of the body is undesirable having
regard to the existence of one or more other bodies which have been
or are to be recognised.
      (2)
An order revoking a recognition order must state the date on which it takes
effect, which must be after the period of three months beginning with the
35
date on which the revocation order is made.
      (3)
Before revoking a recognition order the Secretary of State must—
(a)
give written notice of his intention to do so to the recognised body,
(b)
take such steps as he considers reasonably practicable for bringing
the notice to the attention of the members of the body, and
40
(c)
publish the notice in such manner as he thinks appropriate for
bringing it to the attention of any other persons who are in his
opinion likely to be affected.
      (4)
A notice under sub-paragraph (3) must—
(a)
state the reasons for which the Secretary of State proposes to act, and
45

Company Law Reform Bill [HL] (changed to Companies Bill [HL])
Schedule 10 — Recognised supervisory bodies
Part 1 — Grant and revocation of recognition of a supervisory body
668

(b)
give particulars of the rights conferred by sub-paragraph (5).
      (5)
A person within sub-paragraph (6) may, within the period of three months
beginning with the date of service or publication of the notice under sub-
paragraph (3) or such longer period as the Secretary of State may allow,
make written representations to the Secretary of State and, if desired, oral
5
representations to a person appointed for that purpose by the Secretary of
State.
      (6)
The persons within this sub-paragraph are—
(a)
the recognised body on which a notice is served under sub-
paragraph (3),
10
(b)
any member of the body, and
(c)
any other person who appears to the Secretary of State to be affected.
      (7)
The Secretary of State must have regard to any representations made in
accordance with sub-paragraph (5) in determining whether to revoke the
recognition order.
15
      (8)
If in any case the Secretary of State considers it essential to do so in the public
interest he may revoke a recognition order without regard to the restriction
imposed by sub-paragraph (2), even if—
(a)
no notice has been given or published under sub-paragraph (3), or
(b)
the period of time for making representations in pursuance of such a
20
notice has not expired.
      (9)
An order revoking a recognition order may contain such transitional
provision as the Secretary of State thinks necessary or expedient.
     (10)
A recognition order may be revoked at the request or with the consent of the
recognised body and any such revocation is not subject to—
25
(a)
the restrictions imposed by sub-paragraphs (1) and (2), or
(b)
the requirements of sub-paragraphs (3) to (5) and (7).
     (11)
On making an order revoking a recognition order in respect of a body the
Secretary of State must—
(a)
give written notice of the making of the order to the body,
30
(b)
take such steps as he considers reasonably practicable for bringing
the making of the order to the attention of the members of the body,
and
(c)
publish a notice of the making of the order in such manner as he
thinks appropriate for bringing it to the attention of any other
35
persons who are in his opinion likely to be affected.
Transitional provision
4
A recognition order made and not revoked under—
(a)
paragraph 2(1) of Schedule 11 to the Companies Act 1989 (c. 40), or
(b)
paragraph 2(1) of Schedule 11 to the Companies (Northern Ireland)
40
Order 1990 (S.I. 1990/593 (N.I. 5)),

before the commencement of this Chapter of this Part of this Act is to have
effect after the commencement of this Chapter as a recognition order made
under paragraph 2(1) of this Schedule.