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House of Commons

Session 2005 - 06 Internet Publications 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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