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Other Bills before Parliament

Company Law Reform Bill [HL] (xxii-xxviii)


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

xxii

 

481   

Parliamentary procedure for certain regulations under this Part

482   

Minor definitions

Part 17

Audit

Chapter 1

Requirement for audited accounts

Requirement for audited accounts

483   

Requirement for audited accounts

484   

Right of members to require audit

Exemption from audit: small companies

485   

Small companies: conditions for exemption from audit

486   

Companies excluded from small companies exemption

487   

Availability of small companies exemption in case of group company

Exemption from audit: dormant companies

488   

Dormant companies: conditions for exemption from audit

489   

Companies excluded from dormant companies exemption

Exemption from audit: certain charities

490   

Small charities: independent examiner’s report in lieu of audit

491   

Companies excluded from report exemption

492   

Availability of report exemption in case of group company

493   

The independent examiner’s report

494   

The independent examiner

495   

Rights of independent examiner

Companies subject to public sector audit

496   

Non-profit-making companies subject to public sector audit

497   

Scottish public sector companies: audit by Auditor General for Scotland

General power of amendment by regulations

498   

General power of amendment by regulations

Chapter 2

Appointment of auditors

Private companies

499   

Appointment of auditors of private company: general

 
 

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

xxiii

 

500   

Appointment of auditors of private company: default power of Secretary of

State

501   

Term of office of auditors of private company

502   

Prevention by members of deemed re-appointment of auditor

Public companies

503   

Appointment of auditors of public company: general

504   

Appointment of auditors of public company: default power of Secretary of

State

505   

Term of office of auditors of public company

General provisions

506   

Fixing of auditor’s remuneration

507   

Disclosure of terms of audit appointment

508   

Disclosure of services provided by auditor or associates and related

remuneration

Chapter 3

Functions of auditor

Auditor’s report

509   

Auditor’s report on company’s annual accounts

510   

Auditor’s report on directors’ report

511   

Auditor’s report on auditable part of directors’ remuneration report

Duties and rights of auditors

512   

Duties of auditor

513   

Auditor’s general right to information

514   

Auditor’s right to information from overseas subsidiaries

515   

Auditor’s rights to information: offences

516   

Auditor’s rights in relation to resolutions and meetings

Signature of auditor’s report

517   

Signature of auditor’s report

518   

Senior statutory auditor

519   

Names to be stated in published copies of auditor’s report

520   

Circumstances in which names may be omitted

Offences in connection with auditor’s report

521   

Offences in connection with auditor’s report

522   

Guidance for regulatory and prosecuting authorities: England, Wales and

Northern Ireland

523   

Guidance for regulatory authorities: Scotland

 
 

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

xxiv

 

Chapter 4

Removal, resignation, etc of auditors

Removal of auditor

524   

Resolution removing auditor from office

525   

Special notice required for resolution removing auditor from office

526   

Notice to registrar of resolution removing auditor from office

527   

Rights of auditor who has been removed from office

Failure to re-appoint auditor

528   

Failure to re-appoint auditor: special procedure required for written

resolution

529   

Failure to re-appoint auditor: special notice required for resolution at general

meeting

Resignation of auditor

530   

Resignation of auditor

531   

Notice to registrar of resignation of auditor

532   

Rights of resigning auditor

Statement by auditor on ceasing to hold office

533   

Statement by auditor to be deposited with company

534   

Company’s duties in relation to statement

535   

Copy of statement to be sent to registrar

536   

Duty of auditor to notify appropriate audit authority

537   

Duty of company to notify appropriate audit authority

538   

Information to be given to accounting authorities

539   

Meaning of “appropriate audit authority” and “major audit”

Supplementary

540   

Effect of casual vacancies

Chapter 5

Quoted companies: right of members to raise audit concerns at accounts

meeting

541   

Members’ power to require website publication of audit concerns

542   

Requirements as to website availability

543   

Website publication: company’s supplementary duties

544   

Website publication: offences

545   

Meaning of “quoted company”

 
 

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

xxv

 

Chapter 6

Auditors’ liability

Voidness of provisions protecting auditors from liability

546   

Voidness of provisions protecting auditors from liability

Indemnity for costs of defending proceedings

547   

Indemnity for costs of successfully defending proceedings

Liability limitation agreements

548   

Liability limitation agreements

549   

Terms of liability limitation agreement

550   

Authorisation of agreement by members of the company

551   

Effect of liability limitation agreement

552   

Disclosure of agreement by company

Chapter 7

Supplementary provisions

553   

Minor definitions

Part 18

A company’s share capital

Chapter 1

Shares and share capital of a company

Shares

554   

Shares

555   

Nature of shares

556   

Nominal value of shares

557   

Numbering of shares

558   

Transferability of shares

559   

Companies having a share capital

560   

Issued and allotted share capital

Share capital

561   

Called-up share capital

562   

Equity share capital

 
 

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

xxvi

 

Chapter 2

Allotment of shares: general provisions

Power of directors to allot shares

563   

Exercise by directors of power to allot shares etc

564   

Power of directors to allot shares etc: private company with only one class of

shares

565   

Power of directors to allot shares etc: authorisation by company

Prohibition of commissions, discounts and allowances

566   

General prohibition of commissions, discounts and allowances

567   

Permitted commission

Registration of allotment

568   

Registration of allotment

Return of allotment

569   

Return of allotment by limited company

570   

Return of allotment by unlimited company allotting new class of shares

571   

Offence of failure to make return

Supplementary provisions

572   

When shares are allotted

573   

Provisions about allotment not applicable to shares taken on formation

Chapter 3

Allotment of equity securities: existing shareholders’ right of pre-emption

Introductory

574   

Meaning of “equity securities” and related expressions

Existing shareholders’ right of pre-emption

575   

Existing shareholders’ right of pre-emption

576   

Communication of pre-emption offers to shareholders

577   

Liability of company and officers in case of contravention

Exceptions to right of pre-emption

578   

Exception to pre-emption right: bonus shares

579   

Exception to pre-emption right: issue for non-cash consideration

580   

Exception to pre-emption right: securities held under employees’ share

scheme

 
 

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

xxvii

 

Exclusion of right of pre-emption

581   

Exclusion of requirements by private companies

582   

Exclusion of pre-emption right: articles conferring corresponding right

Disapplication of pre-emption rights

583   

Disapplication of pre-emption rights: private company with only one class of

shares

584   

Disapplication of pre-emption rights: directors acting under general

authorisation

585   

Disapplication of pre-emption rights by special resolution

586   

Liability for false statement in directors’ statement

587   

Disapplication of pre-emption rights: sale of treasury shares

Supplementary

588   

References to holder of shares in relation to offer

589   

Saving for other restrictions on offer or allotment

590   

Saving for certain older pre-emption requirements

591   

Provisions about pre-emption not applicable to shares taken on formation

Chapter 4

Public companies: allotment where issue not fully subscribed

592   

Public companies: allotment where issue not fully subscribed

593   

Public companies: effect of irregular allotment where issue not fully

subscribed

Chapter 5

Payment for shares

General rules

594   

Shares not to be allotted at a discount

595   

Provision for different amounts to be paid on shares

596   

General rule as to means of payment

597   

Meaning of payment in cash

Additional rules for public companies

598   

Public companies: shares taken by subscribers of memorandum

599   

Public companies: must not accept undertaking to do work or perform

services

600   

Public companies: shares must be at least one-quarter paid up

601   

Public companies: payment by long-term undertaking

Supplementary provisions

602   

Liability of subsequent holders of shares

603   

Power of court to grant relief

604   

Penalty for contravention of this Chapter

605   

Enforceability of undertakings to do work etc

 
 

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

xxviii

 

606   

The appropriate rate of interest

Chapter 6

Public companies: independent valuation of non-cash consideration

Non-cash consideration for shares

607   

Public company: valuation of non-cash consideration for shares

608   

Exception to valuation requirement: arrangement with another company

609   

Exception to valuation requirement: merger

610   

Non-cash consideration for shares: requirements as to valuation and report

611   

Copy of report to be delivered to registrar

Transfer of non-cash asset in initial period

612   

Public company: agreement for transfer of non-cash asset in initial period

613   

Agreement for transfer of non-cash asset: requirement of independent

valuation

614   

Agreement for transfer of non-cash asset: requirements as to valuation and

report

615   

Agreement for transfer of non-cash asset: requirement of approval by

members

616   

Copy of resolution to be delivered to registrar

617   

Adaptation of provisions in relation to company re-registering as public

618   

Agreement for transfer of non-cash asset: effect of contravention

Supplementary provisions

619   

Liability of subsequent holders of shares

620   

Power of court to grant relief

621   

Penalty for contravention of this Chapter

622   

Enforceability of undertakings to do work etc

623   

The appropriate rate of interest

Chapter 7

Share premiums

The share premium account

624   

Application of share premiums

Relief from requirements as to share premiums

625   

Group reconstruction relief

626   

Merger relief

627   

Merger relief: meaning of 90% equity holding

628   

Power to make further provision by regulations

629   

Relief may be reflected in company’s balance sheet

Supplementary provisions

630   

Interpretation of this Chapter

 
 

 
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Revised 28 July 2006