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Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (i-vii)


 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

 

[AS AMENDED IN STANDING COMMITTEE D]

 
 

The Bill is divided into three volumes. Volume I contains Clauses 1 to 482. Volume

II contains Clauses 483 to 1000. Volume III contains the remaining Clauses and the

Schedules.

Contents

Part 1

General introductory provisions

Companies and Companies Acts

1   

Companies

2   

The Companies Acts

Types of company

3   

Limited and unlimited companies

4   

Private and public companies

5   

Companies limited by guarantee and having share capital

6   

Community interest companies

Part 2

Company formation

General

7   

Method of forming company

8   

Memorandum of association

Requirements for registration

9   

Registration documents

10   

Statement of capital and initial shareholdings

11   

Statement of guarantee

12   

Statement of proposed officers

13   

Statement of compliance

Registration and its effect

14   

Registration

15   

Issue of certificate of incorporation

16   

Effect of registration

 

Bill 218                                                                                                

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Company Law Reform Bill [HL] (changed to Companies Bill [HL])

ii

 

Part 3

A company’s constitution

Chapter 1

Introductory

17   

A company’s constitution

Chapter 2

Articles of association

General

18   

Articles of association

19   

Power of Secretary of State to prescribe model articles

20   

Default application of model articles

Alteration of articles

21   

Amendment of articles

22   

Entrenched provisions of the articles

23   

Notice to registrar in case of entrenched provisions

24   

Notice to registrar of removal of entrenched provisions

25   

Effect of alteration of articles on company’s members

26   

Registrar to be sent copy of amended articles

27   

Registrar’s notice to comply in case of failure with respect to amended articles

Supplementary

28   

Existing companies: provisions of memorandum treated as provisions of

articles

Chapter 3

Resolutions and agreements affecting a company’s constitution

29   

Resolutions and agreements affecting a company’s constitution

30   

Copies of resolutions or agreements to be forwarded to and recorded by

registrar

31   

Resolutions and agreements to be embodied in or attached to issued copies of

articles

Chapter 4

Miscellaneous and supplementary provisions

Statement of company’s objects

32   

Statement of company’s objects

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

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Other provisions with respect to a company’s constitution

33   

Constitutional documents to be provided to members

34   

Effect of company’s constitution

35   

Notice to registrar where company’s constitution altered by enactment

36   

Notice to registrar where company’s constitution altered by order

Supplementary provisions

37   

Right to participate in profits otherwise than as member void

38   

Application to single member companies of enactments and rules of law

Part 4

A company’s capacity and related matters

Capacity of company and power of directors to bind it

39   

A company’s capacity

40   

Power of directors to bind the company

41   

Constitutional limitations: transactions involving directors or their associates

42   

Constitutional limitations: companies that are charities

Formalities of doing business under the law of England and Wales or Northern Ireland

43   

Company contracts

44   

Execution of documents

45   

Common seal

46   

Execution of deeds

47   

Execution of deeds or other documents by attorney

48   

Authentication of documents

Formalities of doing business under the law of Scotland

49   

Execution of documents by companies

Other matters

50   

Official seal for use abroad

51   

Official seal for share certificates etc

52   

Pre-incorporation contracts, deeds and obligations

53   

Bills of exchange and promissory notes

Part 5

A company’s name

Chapter 1

General requirements

Prohibited names

54   

Prohibited names

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

iv

 

Sensitive words and expressions

55   

Names suggesting connection with government or public authority

56   

Other sensitive words or expressions

57   

Duty to seek comments of government department or other specified body

Permitted characters etc

58   

Permitted characters etc

Chapter 2

Indications of company type or legal form

Required indications for limited companies

59   

Public limited companies

60   

Private limited companies

61   

Exemption from requirement as to use of “limited”

62   

Continuation of existing exemption: companies limited by shares

63   

Continuation of existing exemption: companies limited by guarantee

64   

Exempt company: restriction on amendment of articles

65   

Power to direct change of name in case of company ceasing to be entitled to

exemption

Inappropriate use of indications of company type or legal form

66   

Inappropriate use of indications of company type or legal form

Chapter 3

Similarity to other names

Similarity to other name on registrar’s index

67   

Name not to be the same as another in the index

68   

Power to direct change of name in case of similarity to existing name

69   

Direction to change name: supplementary provisions

Similarity to other name in which person has goodwill

70   

Objection to company’s registered name

71   

Company names adjudicators

72   

Procedural rules

73   

Order requiring name to be changed

74   

Appeal from adjudicator’s decision

Chapter 4

Other powers of the Secretary of State

75   

Provision of misleading information etc

76   

Misleading indication of activities

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

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Chapter 5

Change of name

77   

Change of name

78   

Change of name by special resolution

79   

Change of name by means provided for in company’s articles

80   

Change of name: registration and issue of new certificate of incorporation

81   

Change of name: effect

Chapter 6

Trading disclosures

82   

Requirement to disclose company name etc

83   

Civil consequences of failure to make required disclosure

84   

Criminal consequences of failure to make required disclosures

85   

Minor variations in form of name to be left out of account

Part 6

A company’s registered office

General

86   

A company’s registered office

87   

Change of address of registered office

Welsh companies

88   

Welsh companies

Part 7

Re-registration as a means of altering a company’s status

Introductory

89   

Alteration of status by re-registration

Private company becoming public

90   

Re-registration of private company as public

91   

Requirements as to share capital

92   

Requirements as to net assets

93   

Recent allotment of shares for non-cash consideration

94   

Application and accompanying documents

95   

Statement of proposed secretary

96   

Issue of certificate of incorporation on re-registration

Public company becoming private

97   

Re-registration of public company as private limited company

98   

Application to court to cancel resolution

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

vi

 

99   

Notice to registrar of court application or order

100   

Application and accompanying documents

101   

Issue of certificate of incorporation on re-registration

Private limited company becoming unlimited

102   

Re-registration of private limited company as unlimited

103   

Application and accompanying documents

104   

Issue of certificate of incorporation on re-registration

Unlimited private company becoming limited

105   

Re-registration of unlimited company as limited

106   

Application and accompanying documents

107   

Issue of certificate of incorporation on re-registration

108   

Statement of capital required where company already has share capital

Public company becoming private and unlimited

109   

Re-registration of public company as private and unlimited

110   

Application and accompanying documents

111   

Issue of certificate of incorporation on re-registration

Part 8

A company’s members

Chapter 1

The members of a company

112   

The members of a company

Chapter 2

Register of members

General

113   

Register of members

114   

Register to be kept available for inspection

115   

Index of members

116   

Rights to inspect and require copies

117   

Register of members: response to request for inspection or copy

118   

Register of members: refusal of inspection or default in providing copy

119   

Register of members: offences in connection with request for or disclosure of

information

120   

Information as to state of register and index

121   

Removal of entries relating to former members

Special cases

122   

Share warrants

123   

Single member companies

 
 

Company Law Reform Bill [HL] (changed to Companies Bill [HL])

vii

 

124   

Company holding its own shares as treasury shares

Supplementary

125   

Power of court to rectify register

126   

Trusts not to be entered on register

127   

Register to be evidence

128   

Time limit for claims arising from entry in register

Chapter 3

Overseas branch registers

129   

Overseas branch registers

130   

Notice of opening of overseas branch register

131   

Keeping of overseas branch register

132   

Register or duplicate to be kept available for inspection in UK

133   

Transactions in shares registered in overseas branch register

134   

Jurisdiction of local courts

135   

Discontinuance of overseas branch register

Chapter 4

Prohibition on subsidiary being member of its holding company

General prohibition

136   

Prohibition on subsidiary being a member of its holding company

137   

Shares acquired before prohibition became applicable

Subsidiary acting as personal representative or trustee

138   

Subsidiary acting as personal representative or trustee

139   

Interests to be disregarded: residual interest under pension scheme or

employees’ share scheme

140   

Interests to be disregarded: employer’s rights of recovery under pension

scheme or employees’ share scheme

Subsidiary acting as dealer in securities

141   

Subsidiary acting as authorised dealer in securities

142   

Protection of third parties in other cases where subsidiary acting as dealer in

securities

Supplementary

143   

Application of provisions to companies not limited by shares

144   

Application of provisions to nominees

 
 

 
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Revised 28 July 2006