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House of Commons

Session 2005 - 06 Internet Publications 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                                                                                                 54/1
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]) iii
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]) v
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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