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House of Commons

Session 2005 - 06 Internet Publications Other Bills before Parliament

Company Law Reform Bill [HL] (xv-xxi)

Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xv
328    Right to demand a poll
329    Voting on a poll
330    Representation of corporations at meetings
Proxies
331    Rights to appoint proxies
332    Notice of meeting to contain statement of rights
333    Company-sponsored invitations to appoint proxies
334    Notice required of appointment of proxy etc
335    Chairing meetings
336    Right of proxy to demand a poll
337    Notice required of termination of proxy’s authority
338    Saving for more extensive rights conferred by articles
Adjourned meetings
339    Resolution passed at adjourned meeting
Electronic communications
340    Sending documents relating to meetings etc in electronic form
Application to class meetings
341    Application to class meetings
342    Application to class meetings: companies without a share capital
Chapter 4
Public companies: additional requirements for AGMs
343    Public companies: annual general meeting
344    Public companies: notice of AGM
345    Public companies: members’ power to require circulation of resolutions for
AGMs
346    Public companies: company’s duty to circulate members’ resolutions for
AGMs
347    Public companies: expenses of circulating members’ resolutions for AGM
Chapter 5
Additional requirements for quoted companies
Website publication of poll results
348    Results of poll to be made available on website
Independent report on poll
349    Members’ power to require independent report on poll
350    Appointment of independent assessor
351    Independence requirement
352    Meaning of “associate”
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xvi
353    Effect of appointment of a partnership
354    The independent assessor’s report
355    Rights of independent assessor: right to attend meeting etc
356    Rights of independent assessor: right to information
357    Offences relating to provision of information
358    Information to be made available on website
Supplementary
359    Application of provisions to class meetings
360    Requirements as to website availability
361    Power to limit or extend the types of company to which provisions of this
Chapter apply
Chapter 6
Records of resolutions and meetings
362    Records of resolutions and meetings etc
363    Records as evidence of resolutions etc
364    Records of decisions by sole member
365    Inspection of records of resolutions and meetings
366    Records of resolutions and meetings of class of members
Chapter 7
Supplementary provisions
367    Meaning of “quoted company”
Part 15
Control of political donations and expenditure
Introductory
368    Introductory
Donations and expenditure to which this Part applies
369    Political parties, organisations etc to which this Part applies
370    Meaning of “political donation”
371    Meaning of “political expenditure”
Authorisation required for donations or expenditure
372    Authorisation required for donations or expenditure
373    Form of authorising resolution
374    Majority required for authorising resolution
375    Period for which resolution has effect
Remedies in case of unauthorised donations or expenditure
376    Liability of directors in case of unauthorised donation or expenditure
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xvii
377    Enforcement of directors’ liabilities by shareholder action
378    Costs of shareholder action
379    Information for purposes of shareholder action
Exemptions
380    Trade unions
381    Subscription for membership of trade association
382    All-party parliamentary groups
383    Political expenditure exempted by order
384    Donations not amounting to more than £5,000 in any twelve month period
Supplementary provisions
385    Minor definitions
Part 16
Accounts and reports
Chapter 1
Introduction
General
386    Scheme of this Part
Companies subject to the small companies regime
387    Companies subject to the small companies regime
388    Companies qualifying as small: general
389    Companies qualifying as small: parent companies
390    Companies excluded from the small companies regime
Quoted and unquoted companies
391    Quoted and unquoted companies
Chapter 2
Accounting records
392    Duty to keep accounting records
393    Duty to keep accounting records: offence
394    Where and for how long records to be kept
395    Where and for how long records to be kept: offences
Chapter 3
A company’s financial year
396    A company’s financial year
397    Accounting reference periods and accounting reference date
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xviii
398    Alteration of accounting reference date
Chapter 4
Annual accounts
General
399    Accounts to give true and fair view
Individual accounts
400    Duty to prepare individual accounts
401    Individual accounts: applicable accounting framework
402    Companies Act individual accounts
403    IAS individual accounts
Group accounts: small companies
404    Option to prepare group accounts
Group accounts: other companies
405    Duty to prepare group accounts
406    Exemption for company included in EEA group accounts of larger group
407    Exemption for company included in non-EEA group accounts of larger group
408    Exemption if no subsidiary undertakings need be included in the
consolidation
Group accounts: general
409    Group accounts: applicable accounting framework
410    Companies Act group accounts
411    Companies Act group accounts: subsidiary undertakings included in the
consolidation
412    IAS group accounts
413    Consistency of financial reporting within group
414    Individual profit and loss account where group accounts prepared
Information to be given in notes to the accounts
415    Information about related undertakings
416    Information about related undertakings: alternative compliance
417    Information about employee numbers and costs
418    Information about directors’ benefits: remuneration
419    Information about directors’ benefits: advances, credit and guarantees
Approval and signing of accounts
420    Approval and signing of accounts
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xix
Chapter 5
Directors’ report
Directors’ report
421    Duty to prepare directors’ report
422    Contents of directors’ report: general
423    Contents of directors’ report: business review
424    Contents of directors’ report: statement as to disclosure to auditors
425    Approval and signing of directors’ report
Chapter 6
Quoted companies: directors’ remuneration report
426    Duty to prepare directors’ remuneration report
427    Contents of directors’ remuneration report
428    Approval and signing of directors’ remuneration report
Chapter 7
Publication of accounts and reports
Duty to circulate copies of accounts and reports
429    Duty to circulate copies of annual accounts and reports
430    Time allowed for sending out copies of accounts and reports
431    Default in sending out copies of accounts and reports: offences
Option to provide summary financial statement
432    Option to provide summary financial statement
433    Form and contents of summary financial statement: unquoted companies
434    Form and contents of summary financial statement: quoted companies
435    Summary financial statements: offences
Quoted companies: requirements as to website publication
436    Quoted companies: annual accounts and reports to be made available on
website
437    Quoted companies: preliminary statement of results to be made available on
website
438    Requirements as to website availability
Right of member or debenture holder to demand copies of accounts and reports
439    Right of member or debenture holder to copies of accounts and reports:
unquoted companies
440    Right of member or debenture holder to copies of accounts and reports:
quoted companies
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xx
Requirements in connection with publication of accounts and reports
441    Name of signatory to be stated in published copies of accounts and reports
442    Requirements in connection with publication of statutory accounts
443    Requirements in connection with publication of non-statutory accounts
444    Meaning of “publication” in relation to accounts and reports
Chapter 8
Public companies: laying of accounts and reports before general meeting
445    Public companies: laying of accounts and reports before general meeting
446    Public companies: offence of failure to lay accounts and reports
Chapter 9
Quoted companies: members’ approval of directors’ remuneration report
447    Quoted companies: members’ approval of directors’ remuneration report
448    Quoted companies: offences in connection with procedure for approval
Chapter 10
Filing of accounts and reports
Duty to file accounts and reports
449    Duty to file accounts and reports with the registrar
450    Period allowed for filing accounts
451    Calculation of period allowed
Filing obligations of different descriptions of company
452    Filing obligations of companies subject to small companies regime
453    Filing obligations of medium-sized companies
454    Filing obligations of unquoted companies
455    Filing obligations of quoted companies
456    Unlimited companies exempt from obligation to file accounts
Requirements where abbreviated accounts delivered
457    Special auditor’s report where abbreviated accounts delivered
458    Approval and signing of abbreviated accounts
Failure to file accounts and reports
459    Default in filing accounts and reports: offences
460    Default in filing accounts and reports: court order
461    Civil penalty for failure to file accounts and reports
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxi
Chapter 11
Revision of defective accounts and reports
Voluntary revision
462    Voluntary revision of accounts etc
Secretary of State’s notice
463    Secretary of State’s notice in respect of accounts or reports
Application to court
464    Application to court in respect of defective accounts or reports
465    Other persons authorised to apply to the court
466    Disclosure of information by tax authorities
Power of authorised person to require documents etc
467    Power of authorised person to require documents, information and
explanations
468    Restrictions on disclosure of information obtained under compulsory powers
469    Permitted disclosure of information obtained under compulsory powers
470    Power to amend categories of permitted disclosure
Chapter 12
Supplementary provisions
Liability for false or misleading statements in reports
471    Liability for false or misleading statements in reports
Accounting and reporting standards
472    Accounting standards
Companies qualifying as medium-sized
473    Companies qualifying as medium-sized: general
474    Companies qualifying as medium-sized: parent companies
475    Companies excluded from being treated as medium-sized
General power to make further provision about accounts and reports
476    General power to make further provision about accounts and reports
Other supplementary provisions
477    Preparation and filing of accounts in euros
478    Power to apply provisions to banking partnerships
479    Meaning of “annual accounts” and related expressions
480    Notes to the accounts

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