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House of Commons

Session 2005 - 06 Internet Publications 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]) ix
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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