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Session 2005 - 06
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Other Bills before Parliament

Company Law Reform Bill [HL] (viii-xiv)


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

viii

 

Part 9

Exercise of members’ rights

Effect of provisions in company’s articles

145   

Effect of provisions of articles as to enjoyment or exercise of members’ rights

Information rights

146   

Traded companies: nomination of persons to enjoy information rights

147   

Information rights: form in which copies to be provided

148   

Termination or suspension of nomination

149   

Information as to possible rights in relation to voting

150   

Information rights: status of rights

151   

Information rights: power to amend

Exercise of rights where shares held on behalf of others

152   

Exercise of rights where shares held on behalf of others: exercise in different

ways

153   

Exercise of rights where shares held on behalf of others: members’ requests

Part 10

A company’s directors

Chapter 1

Appointment and removal of directors

Requirement to have directors

154   

Companies required to have directors

155   

Companies required to have at least one director who is a natural person

156   

Direction requiring company to make appointment

Appointment

157   

Minimum age for appointment as director

158   

Power to provide for exceptions from minimum age requirement

159   

Existing under-age directors

160   

Appointment of directors of public company to be voted on individually

161   

Validity of acts of directors

Register of directors, etc

162   

Register of directors

163   

Particulars of directors to be registered: individuals

164   

Particulars of directors to be registered: corporate directors and firms

165   

Register of directors’ residential addresses

166   

Particulars of directors to be registered: power to make regulations

167   

Duty to notify registrar of changes

168   

Application of provisions to shadow directors

 
 

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

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Removal

169   

Resolution to remove director

170   

Director’s right to protest against removal

Chapter 2

General duties of directors

Introductory

171   

Scope and nature of general duties

The general duties

172   

Duty to act within powers

173   

Duty to promote the success of the company

174   

Duty to exercise independent judgment

175   

Duty to exercise reasonable care, skill and diligence

176   

Duty to avoid conflicts of interest

177   

Duty not to accept benefits from third parties

178   

Duty to declare interest in proposed transaction or arrangement

Supplementary provisions

179   

Civil consequences of breach of general duties

180   

Cases within more than one of the general duties

181   

Consent, approval or authorisation by members

182   

Modification of provisions in relation to charitable companies

Chapter 3

Declaration of interest in existing transaction or arrangement

183   

Declaration of interest in existing transaction or arrangement

184   

Offence of failure to declare interest

185   

Declaration made by notice in writing

186   

General notice treated as sufficient declaration

187   

Declaration of interest in case of company with sole director

188   

Declaration of interest in existing transaction by shadow director

Chapter 4

Transactions with directors requiring approval of members

Service contracts

189   

Directors’ long-term service contracts: requirement of members’ approval

190   

Directors’ long-term service contracts: civil consequences of contravention

Substantial property transactions

191   

Substantial property transactions: requirement of members’ approval

192   

Meaning of “substantial”

193   

Exception for transactions with members or other group companies

 
 

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

x

 

194   

Exception in case of company in winding up or administration

195   

Exception for transactions on recognised investment exchange

196   

Property transactions: civil consequences of contravention

197   

Property transactions: effect of subsequent affirmation

Loans, quasi-loans and credit transactions

198   

Loans or quasi-loans: requirement of members’ approval

199   

Meaning of “quasi-loan” and related expressions

200   

Credit transactions: requirement of members’ approval

201   

Meaning of “credit transaction”

202   

Related arrangements: requirement of members’ approval

203   

Exception for expenditure on company business

204   

Exception for expenditure on defending proceedings etc

205   

Exception for expenditure in connection with regulatory action or

investigation

206   

Exceptions for minor and business transactions

207   

Exceptions for intra-group transactions

208   

Exceptions for money-lending companies

209   

Other relevant transactions or arrangements

210   

The value of transactions and arrangements

211   

The person for whom a transaction or arrangement is entered into

212   

Loans etc: civil consequences of contravention

213   

Loans etc: effect of subsequent affirmation

Payments for loss of office

214   

Payments for loss of office

215   

Amounts taken to be payments for loss of office

216   

Payment by company: requirement of members’ approval

217   

Payment in connection with transfer of undertaking etc: requirement of

members’ approval

218   

Payment in connection with share transfer: requirement of members’

approval

219   

Exception for payments in discharge of legal obligations etc

220   

Exception for small payments

221   

Payments made without approval: civil consequences

Supplementary

222   

Transactions requiring members’ approval: application of provisions to

shadow directors

223   

Transactions requiring members’ approval: nature of resolution required

224   

Approval by written resolution: accidental failure to send memorandum

225   

Cases where approval is required under more than one provision

226   

Requirement of consent of Charity Commission: companies that are charities

Chapter 5

Directors’ service contracts

227   

Directors’ service contracts

228   

Copy of contract or memorandum of terms to be available for inspection

229   

Right of member to inspect and request copy

 
 

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

xi

 

230   

Directors’ service contracts: application of provisions to shadow directors

Chapter 6

Contracts with sole members who are directors

231   

Contract with sole member who is also a director

Chapter 7

Directors’ liabilities

Provision protecting directors from liability

232   

Provisions protecting directors from liability

233   

Provision of insurance

234   

Qualifying third party indemnity provision

235   

Qualifying pension scheme indemnity provision

236   

Qualifying indemnity provision to be disclosed in directors’ report

237   

Copy of qualifying indemnity provision to be available for inspection

238   

Right of member to inspect and request copy

Ratification of acts giving rise to liability

239   

Ratification of acts of directors

Chapter 8

Directors’ residential addresses: protection from disclosure

240   

Protected information

241   

Protected information: restriction on use or disclosure by company

242   

Protected information: restriction on use or disclosure by registrar

243   

Permitted use or disclosure by the registrar

244   

Disclosure under court order

245   

Circumstances in which registrar may put address on the public record

246   

Putting the address on the public record

Chapter 9

Supplementary provisions

Provision for employees on cessation or transfer of business

247   

Power to make provision for employees on cessation or transfer of business

Records of meetings of directors

248   

Minutes of directors’ meetings

249   

Minutes as evidence

Meaning of "director" and "shadow director"

250   

“Director”

 
 

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

xii

 

251   

“Shadow director”

Other definitions

252   

Persons connected with a director

253   

Members of a director’s family

254   

Director “connected with” a body corporate

255   

Director “controlling” a body corporate

256   

Associated bodies corporate

257   

References to company’s constitution

General

258   

Power to increase financial limits

259   

Transactions under foreign law

Part 11

Derivative claims and proceedings by members

Chapter 1

Derivative claims in England and Wales or Northern Ireland

260   

Derivative claims

261   

Application for permission to continue derivative claim

262   

Application for permission to continue claim as a derivative claim

263   

Whether permission to be given

264   

Application for permission to continue derivative claim brought by another

member

Chapter 2

Derivative proceedings in Scotland

265   

Derivative proceedings

266   

Requirement for leave and notice

267   

Application to continue proceedings as derivative proceedings

268   

Granting of leave

269   

Application by member to be substituted for member pursuing derivative

proceedings

Part 12

Company secretaries

General

270   

Private company not required to have secretary

271   

Public company required to have secretary

272   

Direction requiring public company to appoint secretary

 
 

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

xiii

 

Provisions applying to secretaries of public companies

273   

Qualifications of secretaries of public companies

274   

Discharge of functions where office vacant or secretary unable to act

275   

Duty to keep register of secretaries

276   

Duty to notify registrar of changes

Supplementary

277   

Particulars of secretaries to be registered: individuals

278   

Particulars of secretaries to be registered: corporate secretaries and firms

279   

Particulars of secretaries to be registered: power to make regulations

280   

Acts done by person in dual capacity

Part 13

Authorised signatories

281   

Authorised signatories

282   

Appointment of authorised signatories

283   

Minimum age for appointment as authorised signatory

284   

Register of authorised signatories

285   

Particulars to be registered

286   

Particulars to be registered: power to make regulations

287   

Duty to notify registrar of changes

Part 14

Resolutions and meetings

Chapter 1

General provisions about resolutions

288   

Resolutions

289   

Ordinary resolutions

290   

Special resolutions

291   

Votes: general rules

292   

Votes: specific requirements

293   

Votes of joint holders of shares

294   

Effect of provision in company’s articles as to admissibility of votes

Chapter 2

Written resolutions

General provisions about written resolutions

295   

Written resolutions of private companies

296   

Eligible members

Circulation of written resolutions

297   

Circulation date

298   

Circulation of written resolutions proposed by directors

 
 

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

xiv

 

299   

Members’ power to require circulation of written resolution

300   

Circulation of written resolution proposed by members

301   

Expenses of circulation

302   

Application not to circulate members’ statement

Agreeing to written resolutions

303   

Procedure for signifying agreement to written resolution

304   

Period for agreeing to written resolution

Supplementary

305   

Sending documents relating to written resolutions by electronic means

306   

Publication of written resolution on website

307   

Relationship between this Chapter and provisions of company’s articles

Chapter 3

Resolutions at meetings

General provisions about resolutions at meetings

308   

Resolutions at general meetings

Calling meetings

309   

Directors’ power to call general meetings

310   

Members’ power to require directors to call general meeting

311   

Directors’ duty to call meetings required by members

312   

Power of members to call meeting at company’s expense

313   

Power of court to order meeting

Notice of meetings

314   

Notice required of general meeting

315   

Manner in which notice to be given

316   

Publication of notice of meeting on website

317   

Persons entitled to receive notice of meetings

318   

Contents of notices of meetings

319   

Resolution requiring special notice

320   

Accidental failure to give notice of resolution or meeting

Members’ statements

321   

Members’ power to require circulation of statements

322   

Company’s duty to circulate members’ statement

323   

Expenses of circulating members’ statement

324   

Application not to circulate members’ statement

Procedure at meetings

325   

Quorum at meetings

326   

Chairman of meeting

327   

Declaration by chairman on a show of hands

 
 

 
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Revised 28 July 2006