House of Commons - Amendments
Company Law Reform Bill [Lords] - continued          House of Commons

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Jim Cousins
Mr Austin Mitchell

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
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

358

Page 128, line 21 [Clause 270], at beginning insert ‘Subject to subsections (3) and (4)’.

Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

360

Page 128, line 22 [Clause 270], after ‘company’, insert ‘not having a secretary’.

Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

362

Page 128, line 35 [Clause 272], leave out ‘public’.

Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

363

Page 128, line 36 [Clause 272], leave out ‘public’.

Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

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
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

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
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

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
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

Justine Greening

441

Page 131, line 36 [Clause 278], leave out ‘public’.


Mr Secretary Darling
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

369

Page 132, line 19 [Clause 279], leave out ‘public’.

Mr Secretary Darling
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

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
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

371

Page 132, line 31 [Clause 281], leave out ‘in the case of a public company,’.

Mr Alan Duncan
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

372

Page 133, line 3 [Clause 282], leave out ‘, in the case of a public company,’.

Mr Secretary Darling
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Total signatories: 7

373

Page 133, line 8, leave out Clause 283.

Mr Secretary Darling

731

Page 133, line 18, leave out Clause 284.

Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire
Justine Greening

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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Prepared: 17 October 2006