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House of Commons

Session 2005 - 06 Internet Publications Other Bills before Parliament

Company Law Reform Bill [HL] (xxix-xxxv)

Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxix
Chapter 8
Alteration of share capital
How share capital may be altered
631    Alteration of share capital of limited company
Subdivision or consolidation of shares
632    Sub-division or consolidation of shares
633    Notice to registrar of sub-division or consolidation
Reconversion of stock into shares
634    Re-conversion of stock into shares
635    Notice to registrar of reconversion of stock into shares
Redenomination of share capital
636    Redenomination of share capital
637    Calculation of new nominal values
638    Effect of redenomination
639    Notice to registrar of redenomination
640    Reduction of capital in connection with redenomination
641    Notice to registrar of reduction of capital in connection with redenomination
642    Redenomination reserve
Chapter 9
Classes of share and class rights
Introductory
643    Classes of shares
Variation of class rights
644    Variation of class rights: companies having a share capital
645    Variation of class rights: companies without a share capital
646    Variation of class rights: saving for court’s powers under other provisions
647    Right to object to variation: companies having a share capital
648    Right to object to variation: companies without a share capital
649    Copy of court order to be forwarded to the registrar
Matters to be notified to the registrar
650    Notice of name or other designation of class of shares
651    Notice of particulars of variation of rights attached to shares
652    Notice of new class of members
653    Notice of name or other designation of class of members
654    Notice of particulars of variation of class rights
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxx
Chapter 10
Reduction of share capital
Introductory
655    Circumstances in which a company may reduce its share capital
Private companies: reduction of capital supported by solvency statement
656    Reduction of capital supported by solvency statement
657    Solvency statement
658    Registration of resolution and supporting documents
Reduction of capital confirmed by the court
659    Application to court for order of confirmation
660    Creditors entitled to object to reduction
661    Offences in connection with list of creditors
662    Court order confirming reduction
663    Registration of order and statement of capital
Public company reducing capital below authorised minimum
664    Public company reducing capital below authorised minimum
665    Expedited procedure for re-registration as a private company
Effect of reduction of capital
666    Liability of members following reduction of capital
667    Liability to creditor in case of omission from list of creditors
Chapter 11
Miscellaneous and supplementary provisions
668    Shares no bar to damages against company
669    Public companies: duty of directors to call meeting on serious loss of capital
670    General power to make further provision by regulations
Part 19
Acquisition by limited company of its own shares
Chapter 1
General provisions
Introductory
671    General rule against limited company acquiring its own shares
672    Exceptions to general rule
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxi
Shares held by company’s nominee
673    Treatment of shares held by nominee
674    Liability of others where nominee fails to make payment in respect of shares
Shares held by or for public company
675    Duty to cancel shares in public company held by or for the company
676    Notice of cancellation of shares
677    Re-registration as private company in consequence of cancellation
678    Issue of certificate of incorporation on re-registration
679    Effect of failure to re-register
680    Offence in case of failure to cancel shares or re-register
681    Application of provisions to company re-registering as public company
682    Accounting treatment of shares held by public company or nominee
Charges of public company on own shares
683    Public companies: general rule against lien or charge on own shares
Supplementary provisions
684    Interests to be disregarded in determining whether company has beneficial
interest
685    Residual interest under pension scheme or employees’ share scheme
686    Employer’s charges and other rights of recovery
687    Rights as personal representative or trustee
688    Meaning of “pension scheme”
689    Application of provisions to directors
Chapter 2
Financial assistance for purchase of own shares
Introductory
690    Meaning of “financial assistance”
Circumstances in which financial assistance prohibited
691    Assistance for acquisition of shares in public company
692    Assistance by public company for acquisition of shares in its private holding
company
693    Prohibited financial assistance an offence
Exceptions from prohibition
694    Unconditional exceptions
695    Conditional exceptions
Supplementary
696    Definitions for this Chapter
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxii
Chapter 3
Redeemable shares
697    Power of limited company to issue redeemable shares
698    Terms and manner of redemption
699    Payment for redeemable shares
700    Financing of redemption
701    Redeemed shares treated as cancelled
702    Notice to registrar of redemption
Chapter 4
Purchase of own shares
General provisions
703    Power of limited company to purchase own shares
704    Payment for purchase of own shares
705    Financing of purchase of own shares
Authority for purchase of own shares
706    Authority for purchase of own shares
Authority for off-market purchase
707    Authority for off-market purchase
708    Resolution authorising off-market purchase: exercise of voting rights
709    Resolution authorising off-market purchase: disclosure of details of contract
710    Variation of contract for off-market purchase
711    Resolution authorising variation: exercise of voting rights
712    Resolution authorising variation: disclosure of details of variation
713    Release of company’s rights under contract for off-market purchase
Authority for market purchase
714    Authority for market purchase
Supplementary provisions
715    Copy of contract or memorandum to be available for inspection
716    Enforcement of right to inspect copy or memorandum
717    No assignment of company’s right to purchase own shares
718    Payments apart from purchase price to be made out of distributable profits
719    Treatment of shares purchased
720    Return to registrar of purchase of own shares
721    Notice to registrar of cancellation of shares
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxiii
Chapter 5
Redemption or purchase by private company out of capital
Introductory
722    Power of private limited company to redeem or purchase own shares out of
capital
The permissible capital payment
723    The permissible capital payment
724    Available profits
725    Determination of available profits
Requirements for payment out of capital
726    Requirements for payment out of capital
727    Directors’ statement and auditor’s report
728    Directors’ statement: offence if no reasonable grounds for opinion
729    Payment to be approved by special resolution
730    Resolution authorising payment: exercise of voting rights
731    Resolution authorising payment: disclosure of directors’ statement and
auditors’ report
732    Public notice of proposed payment
733    Directors’ statement and auditor’s report to be available for inspection
Objection to payment by members or creditors
734    Application to court to cancel resolution
735    Notice to registrar of court application or order
Supplementary provisions
736    When payment out of capital to be made
Chapter 6
Treasury shares
737    Treasury shares
738    Treasury shares: maximum holdings
739    Treasury shares: exercise of rights
740    Treasury shares: disposal
741    Treasury shares: notice of disposal
742    Treasury shares: cancellation
743    Treasury shares: notice of cancellation
744    Treasury shares: treatment of proceeds of sale
745    Treasury shares: offences
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxiv
Chapter 7
Supplementary provisions
746    The capital redemption reserve
747    Accounting consequences of payment out of capital
748    Effect of company’s failure to redeem or purchase
749    Meaning of “distributable profits”
750    General power to make further provision by regulations
Part 20
Debentures
General provisions
751    Meaning of “debenture”
752    Perpetual debentures
753    Enforcement of contract to subscribe for debentures
754    Registration of allotment of debentures
755    Debentures to bearer (Scotland)
Register of debenture holders
756    Register of debenture holders
757    Register of debenture holders: right to inspect and require copy
758    Register of debenture holders: response to request for inspection or copy
759    Register of debenture holders: refusal of inspection or default in providing
copy
760    Register of debenture holders: offences in connection with request for or
disclosure of information
761    Time limit for claims arising from entry in register
Supplementary provisions
762    Right of debenture holder to copy of deed
763    Liability of trustees of debentures
764    Liability of trustees of debentures: saving for certain older provisions
765    Power to re-issue redeemed debentures
766    Deposit of debentures to secure advances
767    Priorities where debentures secured by floating charge
Part 21
Private and public companies
Chapter 1
Prohibition of public offers by private companies
768    Prohibition of public offers by private company
769    Meaning of “offer to the public”
770    Enforcement of prohibition: order restraining proposed contravention
771    Enforcement of prohibition: orders available to the court after contravention
Company Law Reform Bill [HL] (changed to Companies Bill [HL]) xxxv
772    Enforcement of prohibition: remedial order
773    Validity of allotment etc not affected
Chapter 2
Minimum share capital requirement for public companies
774    Public company: requirement as to minimum share capital
775    Procedure for obtaining certificate
776    The authorised minimum
777    Consequences of doing business etc without a trading certificate
Part 22
Certification and transfer of securities
Chapter 1
Certification and transfer of securities: general
Share certificates
778    Share certificate to be evidence of title
Issue of certificates etc on allotment
779    Duty of company as to issue of certificates etc on allotment
Transfer of securities
780    Registration of transfer
781    Procedure on transfer being lodged
782    Transfer of shares on application of transferor
783    Execution of share transfer by personal representative
784    Evidence of grant of probate etc
785    Certification of instrument of transfer
Issue of certificates etc on transfer
786    Duty of company as to issue of certificates etc on transfer
787    Issue of certificates etc: cases within the Stock Transfer Act 1982
Issue of certificates etc on allotment or transfer to financial institution
788    Issue of certificates etc: allotment or transfer to financial institution
Share warrants
789    Issue and effect of share warrant to bearer
790    Duty of company as to issue of certificates on surrender of share warrant
791    Offences in connection with share warrants (Scotland)

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