| Company Law Reform Bill [Lords] - continued | House of Commons |
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Jim Cousins
758 Page 51, line 22 [Clause 113], at end insert ‘to whom the beneficial rights and obligations of membership belong’. Mr Secretary Darling 209 Page 52, line 14 [Clause 113], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’. Mr Secretary Darling 254 Page 52, line 20 [Clause 114], leave out paragraph (b) and insert— ‘(b) at a place specified in regulations under section (Regulations about where certain company records to be kept available for inspection).’. Mr Secretary Darling 210 Page 52, line 36 [Clause 114], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’. Mr Secretary Darling 211 Page 53, line 11 [Clause 115], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’. Mr Alan Duncan
383 Page 53, line 35 [Clause 116], at end insert— ‘(5) Notwithstanding the foregoing provisions of this section, a shareholder in a quoted or publicly traded company who is an individual shall have the right to require that his home address is not set out in the register of members available for inspection or in the copy of the register supplied by the company pursuant to a request, nor in any record of the register of members supplied to the Registrar of Companies for the public file maintained by the Registrar.’. Mr Alan Duncan
384 Page 53, line 38 [Clause 117], leave out ‘five’ and insert ‘fifteen’. Mr Secretary Darling 212 Page 56, line 34 [Clause 123], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’. Mr Secretary Darling 161 Page 56, line 39 [Clause 124], leave out ‘162A of the Companies Act 1985 (c. 6)’ and insert ‘737’. Mr Secretary Darling 222 Page 57, line 27 [Clause 126], after ‘register’ insert ‘of members of a company registered’. Mr Secretary Darling 305 Page 63, line 39 [Clause 141], leave out from ‘of’ to ‘and’ in line 42 and insert ‘or has access to a regulated market,’. Mr Secretary Darling 223 Page 64, line 18 [Clause 141], leave out ‘236’ and insert ‘235’. Mr Secretary Darling 306 Page 64, line 20 [Clause 141], leave out paragraph (c). amendments relating to part 12 Mr Alan Duncan
358 Page 128, line 21 [Clause 270], at beginning insert ‘Subject to subsections (3) and (4)’. Mr Alan Duncan
359 Page 128, line 21 [Clause 270], at end insert ‘but may at its discretion appoint a secretary (or joint secretaries)’. Mr Secretary Darling 771 Page 128, line 21 [Clause 270], at end insert— ‘( ) References in the Companies Acts to a private company “without a secretary” are to a private company that for the time being is taking advantage of the exemption in subsection (1); and references to a private company “with a secretary” shall be construed accordingly.’. Mr Secretary Darling 772 Page 128, line 22 [Clause 270], after ‘company’ insert ‘without a secretary’. Mr Alan Duncan
360 Page 128, line 22 [Clause 270], after ‘company’, insert ‘not having a secretary’. Mr Alan Duncan
361 Page 128, line 32 [Clause 270], at end insert— ‘(3) In the event that a company is not entitled to the exemption conferred by section 485(1) (small companies conditions for exemption from audit) in respect of its last completed financial year, the company shall be required to appoint a company secretary within three months of the date that the directors first became aware that such exemption would not be available to the company. (4) In the event that subsection (3) shall apply, the relevant company shall be required to have a company secretary until such time as the company satisfies the conditions contained in subsections (2) or (3) of section 485.’. Mr Alan Duncan
362 Page 128, line 35 [Clause 272], leave out ‘public’. Mr Alan Duncan
363 Page 128, line 36 [Clause 272], leave out ‘public’. Mr Alan Duncan
364 Page 128, line 36 [Clause 272], at end insert ‘section 270 or’. Mr Secretary Darling 773 Page 130, line 7 [Clause 274], leave out ‘a public’ and insert ‘any’. Mr Alan Duncan
365 Page 130, line 7 [Clause 274], leave out ‘public company’ and insert ‘company required to have a secretary under section 270 or 271’. Mr Secretary Darling
366 Page 130, line 15 [Clause 275], leave out ‘public’. Mr Secretary Darling 261 Page 130, line 19 [Clause 275], leave out from ‘company’ to end of line 20 and insert— ‘(2A) The register must be kept available for inspection— (a) at the company’s registered office, or (b) at a place specified in regulations under section (Regulations about where certain company records to be kept available for inspection).’. Mr Secretary Darling 262 Page 130, line 20 [Clause 275], at end insert— ‘(2B) The company must give notice to the registrar— (a) of the place at which the register is kept available for inspection, and (b) of any change in that place, unless it has at all times been kept at the company’s registered office.’. Mr Secretary Darling 263 Page 130, line 24 [Clause 275], leave out ‘or (2)’ and insert ‘, (2) or (2A), or if default is made for 14 days in complying with subsection (2B)’. Mr Secretary Darling 264 Page 130, line 25 [Clause 275], leave out ‘this section’ and insert ‘subsection (3)’. Mr Secretary Darling
367 Page 130, line 36 [Clause 276], leave out ‘public’. Mr Secretary Darling 776 Page 130, line 36 [Clause 276], leave out from ‘from’ to ‘any’ in line 38 and insert— ‘(a) a person becoming or ceasing to be its secretary or one of its joint secretaries, or (b) the occurrence of’. Mr Secretary Darling
368 Page 131, line 10 [Clause 277], leave out ‘public’. Mr Secretary Darling 304 Page 131, line 30 [Clause 277], leave out ‘18’ and insert ‘16’. Mr Secretary Darling
441 Page 131, line 36 [Clause 278], leave out ‘public’. Mr Secretary Darling
369 Page 132, line 19 [Clause 279], leave out ‘public’. Mr Secretary Darling
370 Page 132, line 22 [Clause 280], leave out ‘In the case of a public company,’. aMENDMENTS RELATING TO PART 13 Mr Secretary Darling 728 Page 132, line 28, leave out Clause 281. Mr Alan Duncan
24 Page 132, line 29 [Clause 281], at beginning insert— ‘( ) An authorised corporate signatory is a person who, by virtue of his office, is authorised to sign documents of any description on behalf of the company.’. Mr Alan Duncan
371 Page 132, line 31 [Clause 281], leave out ‘in the case of a public company,’. Mr Alan Duncan
25 Page 132, line 34 [Clause 281], leave out subsection (2). Mr Secretary Darling 729 Page 133, line 1, leave out Clause 282. Mr Alan Duncan
372 Page 133, line 3 [Clause 282], leave out ‘, in the case of a public company,’. Mr Secretary Darling
373 Page 133, line 8, leave out Clause 283. Mr Secretary Darling 731 Page 133, line 18, leave out Clause 284. Mr Alan Duncan
374 Page 133, line 28 [Clause 284], after ‘company,’, insert— ‘(aa) in the case of a private company which has appointed a company secretary, that its secretary (or any of its joint secretaries) are also authorised signatories in relation to the company,’. Mr Secretary Darling 732 Page 134, line 3, leave out Clause 285. Mr Alan Duncan
375 Page 134, line 7 [Clause 285], at end insert ‘provided that in the case of a director or secretary of the company this requirement shall be satisfied by the insertion of the statement set out in section 284(3)(b).’. Mr Secretary Darling 733 Page 134, line 29, leave out Clause 286. Mr Secretary Darling 734 Page 134, line 35, leave out Clause 287. AMENDMENTS RELATING TO PART 4 Mr Alan Duncan
818 Page 17, line 40 [Clause 41], leave out from ‘(ii)’ to end of line 43. Mr Secretary Darling 207 Page 17, line 41 [Clause 41], leave out second ‘such’ and insert ‘an’. Mr Secretary Darling 723 Page 19, line 9 [Clause 44], leave out ‘one authorised signatory’ and insert ‘a director of the company’. Mr Secretary Darling 724 Page 19 [Clause 44], leave out line 11 and insert— ‘( ) The following are “authorised signatories” for the purposes of subsection (2)— (a) every director of the company, and (b) in the case of a private company with a secretary or a public company, the secretary (or any joint secretary) of the company.’. Mr Secretary Darling 725 Page 19, line 20 [Clause 44], leave out ‘as an authorised signatory’ and insert ‘on behalf’. Mr Secretary Darling 726 Page 19, line 24 [Clause 44], leave out from beginning to ‘that’ in line 25 and insert ‘a director or secretary are to be read, in a case where’. Mr Secretary Darling 347 Page 20, line 11 [Clause 47], leave out ‘in writing’ and insert ‘executed as a deed’. Mr Secretary Darling 727 Page 20, line 16, leave out Clause 48. NEW CLAUSE RELATING TO PART 5 Decision of adjudicator to be made available to public Mr Secretary Darling NC7 To move the following Clause:— ‘(1) A company names adjudicator must, within 90 days of determining an application under section 70, make his decision and his reasons for it available to the public. (2) He may do so by means of a website or by such other means as appear to him to be appropriate.’. amendments RELATING TO PART 5 Mr Secretary Darling 474 Page 22, line 7 [Clause 54], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 475 Page 22, line 14 [Clause 55], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 476 Page 22, line 34 [Clause 56], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 510 Page 23, line 22 [Clause 57], at end insert— ‘( ) In this section “specified” means specified in the regulations.’. Mr Secretary Darling 477 Page 23, line 28 [Clause 58], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 478 Page 23, line 34 [Clause 58], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 511 Page 23, line 37 [Clause 58], at end insert— ‘( ) In this section “specified” means specified in the regulations.’. Mr Secretary Darling 479 Page 28, line 7 [Clause 66], leave out ‘the Companies Acts’ and insert ‘this Act’. Mr Secretary Darling 512 Page 28, line 32 [Clause 67], at end insert— ‘( ) In this section “specified” means specified in the regulations.’. Mr Secretary Darling 513 Page 29, line 14 [Clause 68], at end insert— ‘( ) In this section “specified” means specified in the regulations.’. Mr Secretary Darling 145 Page 29, line 25 [Clause 69], at end insert— ‘( ) A direction under section 68 or this section must be in writing.’. Mr Alan Duncan
357 Page 30, line 26 [Clause 70], at end insert ‘or if the activities of the company using the registered name would be likely to deceive members of the public or to cause loss or damage to persons dealing with the company.”. Mr Secretary Darling 146 Page 32, line 38 [Clause 74], after ‘order’ insert ‘or determination’. Mr Secretary Darling 147 Page 32, line 38 [Clause 74], at end insert— ‘(5) If the court determines a new name for the company it must give notice of the determination— (a) to the parties to the appeal, and (b) to the registrar.’. Mr Secretary Darling 148 Page 33, line 10 [Clause 75], leave out ‘direction under this section’ and insert ‘such direction’. Mr Secretary Darling 149 Page 33, line 33 [Clause 76], at end insert— ‘( ) The direction must be in writing.’. Mr Secretary Darling 150 Page 34, line 21 [Clause 77], leave out paragraph (b) and insert— ‘(b) on the determination of a new name by a company names adjudicator under section 73 (powers of adjudicator on upholding objection to company name); (c) on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator); (d) under section 999 (company’s name on restoration to the register).’. Mr Secretary Darling 208 Page 36, line 32 [Clause 84], leave out ‘in the case of continued contravention, to’ and insert ‘for continued contravention,’. Mr Secretary Darling 151 Page 36, line 34 [Clause 84], at end insert— ‘( ) The regulations may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.’. new clauses relating to part 15 Enforcement of directors’ liabilities by shareholder action Mr Secretary Darling NC81 To move the following Clause:— ‘(1) Any liability of a director under section 376 is enforceable— (a) in the case of a liability of a director of a company to that company, by proceedings brought under this section in the name of the company by an authorised group of its members; (b) in the case of a liability of a director of a holding company to a subsidiary, by proceedings brought under this section in the name of the subsidiary by— (i) an authorised group of members of the subsidiary, or (ii) an authorised group of members of the holding company. (2) This is in addition to the right of the company to which the liability is owed to bring proceedings itself to enforce the liability. (3) An “authorised group” of members of a company means— (a) the holders of not less than 5% in nominal value of the company’s issued share capital, (b) if the company is not limited by shares, not less than 5% of its members, or (c) not less than 50 of the company’s members. (4) The right to bring proceedings under this section is subject to the provisions of section (Enforcement of directors’ liabilities by shareholder action: supplementary provisions). (5) Nothing in this section affects any right of a member of a company to bring or continue proceedings under Part 11 (derivative claims or proceedings).’. |
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| © Parliamentary copyright 2006 | Prepared: 17 October 2006 |