| Company Law Reform Bill [Lords] - continued | House of Commons |
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Justine Greening
440 Page 251, line 32 [Clause 521], leave out ‘knowingly or recklessly’ and insert ‘dishonestly or fraudulently’. NEW CLAUSE RELATING TO PART 17 Circulation of liability limitation agreement Jim Cousins
NC86 To move the following Clause:— ‘A proposal for a liability limitation agreement must be circulated to all the parties entitled to receive company accounts in accordance with section 429.’. AMENDMENTS RELATING TO CLAUSES 483 TO 520 AND 524 TO 553 Mr Secretary Darling 241 Page 233, line 10 [Clause 483], at end insert ‘or’. Mr Secretary Darling 242 Page 233, line 11 [Clause 483], leave out from ‘companies)’ to end of line 13. Mr Secretary Darling 447 Page 233, line 35 [Clause 484], leave out ‘holding’ and insert ‘representing’. Mr Secretary Darling 243 Page 234, line 10 [Clause 485], leave out subsection (3). Mr Secretary Darling 244 Page 234, line 14 [Clause 485], leave out ‘figures for turnover or gross income’ and insert ‘figure for turnover’. Mr Secretary Darling 245 Page 234, line 20 [Clause 485], leave out paragraph (c). Mr Secretary Darling 246 Page 235, line 12 [Clause 487], leave out from beginning to ‘not’ in line 19. Mr Secretary Darling 546 Page 235, line 37 [Clause 487], after ‘(2)’ insert ‘and (3)’. Mr Secretary Darling 714 Page 235, line 40 [Clause 487], at end insert ‘; and (e) a company may meet any relevant requirement on the basis of either the gross or the net figure.’. Mr Secretary Darling 547 Page 236, line 24 [Clause 489], leave out paragraph (a) and insert— ‘(a) is an authorised insurance company, a banking company, an e-money issuer, an ISD investment firm or a UCITS management company, or’. Mr Secretary Darling 247 Page 236, line 28, leave out Clause 490. Mr Secretary Darling 248 Page 237, line 22, leave out Clause 491. Mr Secretary Darling 249 Page 237, line 40, leave out Clause 492. Mr Secretary Darling 250 Page 238, line 39, leave out Clause 493. Mr Secretary Darling 251 Page 239, line 5, leave out Clause 494. Mr Secretary Darling 252 Page 239, line 13, leave out Clause 495. Mr Secretary Darling 548 Page 240, line 28 [Clause 498], after ‘Chapter’ insert ‘or section 553 (minor definitions) so far as applying to this Chapter’. Mr Secretary Darling 448 Page 242, line 35 [Clause 502], leave out ‘who hold’ and insert ‘representing’. Jim Cousins
684 Page 243, line 22 [Clause 503], at end insert— ‘(4A) Wit the exception of the audit fee, an auditor or auditors of a public company must not be a party to any transaction in the financial statements.’. Jim Cousins
686 Page 244, line 7 [Clause 505], at end insert ‘, and (c) they serve a maximum of five consecutive years’. Jim Cousins
759 Page 246, line 17 [Clause 509], at end insert— ‘(2A) The auditor’s report must be accompanied by a statement stating the regulatory action, if any, taken against the firm or any member of the audit team during the preceding five years, together with the outcomes.’. Mr Secretary Darling 213 Page 256, line 41 [Clause 531], leave out from ‘fine’ to end of line 42. Mr Secretary Darling 225 Page 261, line 41 [Clause 539], at end insert— ‘“supervisory body” has the same meaning as in Part 42 (statutory auditors) (see section 1181).’. Mr Secretary Darling 449 Page 262, line 33 [Clause 541], at end insert— ‘See also section 153 (exercise of rights where shares held on behalf of others).’. Jim Cousins
751 Page 264, line 36 [Clause 546], leave out from ‘proceedings)’ to end of line 37. Jim Cousins
752 Page 265, line 12, leave out Clauses 548 to 552. Jim Cousins
763 Page 265, line 33 [Clause 549], at end insert ‘, and (c) shall not specify a sum of money as a cap or absolute upper limit on the total liability.’. Mr Secretary Darling 648 Page 266, line 24 [Clause 550], leave out subsection (4). Jim Cousins
803 Page 266, line 41 [Clause 551], leave out ‘Part’ and insert ‘Act’. Jim Cousins
802 Page 267, line 14 [Clause 552], at end insert— ‘(1A) The regulations must require that all such agreements must be filed at Companies House within 21 days of the date of agreement together with a copy of the correspondence relating to the agreement between the company, its advisers, auditors and their advisers.’. Mr Secretary Darling 549 Page 267, line 25 [Clause 553], at end insert— ‘“e-money issuer” means a person who has
permission under Part 4 of the Mr Secretary Darling 550 Page 267, line 27 [Clause 553], at end insert— ‘“ISD investment firm” has the meaning
given by the Glossary forming part of the Handbook made by the Financial
Services Authority under the Mr Secretary Darling 551 Page 267, line 35 [Clause 553], leave out from begining to end of line 3 on page 268. Mr Secretary Darling 552 Page 268, line 9 [Clause 553], at end insert— ‘“UCITS management company” has the meaning
given by the Glossary forming part of the Handbook made by the Financial
Services Authority under the REMAINING NEW CLAUSES Removal of special provisions about accounts and audit of charitable companies Mr Secretary Darling NC8 To move the following Clause:— ‘(1) Part 7 of the Companies Act 1985 and Part 8 of the Companies (Northern Ireland) Order 1986 (accounts and audit) are amended in accordance with Schedule (Removal of special provisions about accounts and audit of charitable companies) to this Act so as to remove the special provisions about companies that are charities. (2) In that Schedule— Part 1 contains repeals and consequential amendments of provisions of the Companies Act 1985; Part 2 contains repeals and consequential amendments of provisions the Companies (Northern Ireland) Order 1986.’. Instruments creating charges and register of charges to be available for inspection Mr Secretary Darling NC10 To move the following Clause:— ‘(1) This section applies to— (a) documents required to be kept available for inspection under section 879 (copies of instruments creating charges), and (b) a company’s register of charges kept in pursuance of section 880. (2) The documents and 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). (3) The company must give notice to the registrar— (a) of the place at which the documents and register are kept available for inspection, and (b) of any change in that place, unless they have at all times been kept at the company’s registered office. (4) The documents and register shall be open to the inspection— (a) of any creditor or member of the company without charge, and (b) of any other person on payment of such fee as may be prescribed. (5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, to a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection.’. Instruments creating charges and register of charges to be available for inspection Mr Secretary Darling NC11 To move the following Clause:— ‘(1) This section applies to— (a) documents required to be kept available for inspection under section 894 (copies of instruments creating charges), and (b) a company’s register of charges kept in pursuance of section 895. (2) The documents and 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). (3) The company must give notice to the registrar— (a) of the place at which the documents and register are kept available for inspection, and (b) of any change in that place, unless they have at all times been kept at the company’s registered office. (4) The documents and register shall be open to the inspection— (a) of any creditor or member of the company without charge, and (b) of any other person on payment of such fee as may be prescribed. (5) If default is made for 14 days in complying with subsection (3) or an inspection required under subsection (4) is refused, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, to a daily default fine not exceeding one-tenth of level 3 on the standard scale. (7) If an inspection required under subsection (4) is refused the court may by order compel an immediate inspection.’. Regulations about where certain company records to be kept available for inspection Mr Secretary Darling NC12 To move the following Clause:— ‘(1) The Secretary of State may make provision by regulations specifying places other than a company’s registered office at which company records required to be kept available for inspection under a relevant provision may be so kept in compliance with that provision. (2) The “relevant provisions” are— section 114 (register of members); section 162 (register of directors); section 228 (directors’ service contracts); section 237 (directors’ indemnities); section 275 (register of secretaries); section (inspection of records of resolutions and meetings) (records of resolutions etc); section 715 (contracts relating to purchase of own shares); section 733 (documents relating to redemption or purchase of own shares out of capital by private company); section 756 (register of debenture holders); section 808 (report to members of outcome of investigation by public company into interests in its shares); section 812 (register of interests in shares disclosed to public company); section (Instruments creating charges and register of charges to be open for inspection) (instruments creating charges and register of charges: England and Wales); section (Instruments creating charges and register of charges to be open for inspection) (instruments creating charges and register of charges: Scotland). (3) The regulations may specify a place by reference to the company’s principal place of business, the part of the United Kingdom in which the company is registered, the place at which the company keeps any other records available for inspection or in any other way. (4) The regulations may provide that a company does not comply with a relevant provision by keeping company records available for inspection at a place specified in the regulations unless conditions specified in the regulations are met. (5) The regulations— (a) need not specify a place in relation to each relevant provision; (b) may specify more than one place in relation to a relevant provision. (6) A requirement under a relevant provision to keep company records available for inspection is not complied with by keeping them available for inspection at a place specified in the regulations unless all the company’s records subject to the requirement are kept there. (7) Regulations under this section are subject to negative resolution procedure.’. Application of this Part Mr Secretary Darling NC18 To move the following Clause:— ‘(1) This Part applies where— (a) a compromise or arrangement is proposed between a public company and— (i) its creditors or any class of them, or (ii) its members or any class of them, for the purposes of, or in connection with, a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, (b) the scheme involves— (i) a merger (as defined in section (Mergers and merging companies)), or (ii) a division (as defined in section (Divisions and companies involved in a division)), and (c) the consideration for the transfer (or each of the transfers) envisaged is to be shares in the transferee company (or one or more of the transferee companies) receivable by members of the transferor company (or transferor companies), with or without any cash payment to members. (2) In this Part— (a) a “new company” means a company formed for the purposes of, or in connection with, the scheme, and (b) an “existing company” means a company other than one formed for the purposes of, or in connection with, the scheme. (3) This Part does not apply where the company in respect of which the compromise or arrangement is proposed is being wound up.’. Relationship of this Part to Part 27 Mr Secretary Darling NC19 To move the following Clause:— ‘(1) The court must not sanction the compromise or arrangement under Part 27 (arrangements and reconstructions) unless the relevant requirements of this Part have been complied with. (2) The requirements applicable to a merger are specified in sections (Draft terms of scheme (merger)) to (No allotment of shares to transferor company or its nominee (merger)). Certain of those requirements, and certain general requirements of Part 27, are modified or excluded by the provisions of sections (Circumstances in which certain particulars and reports not required (merger)) to (Other circumstances in which meeting of members of transferee company not required (merger)). (3) The requirements applicable to a division are specified in sections (Draft terms of scheme (division)) to (No allotment of shares to transferor company or its nominee (division)). Certain of those requirements, and certain general requirements of Part 27, are modified or excluded by the provisions of sections (Circumstances in which meeting of members of transferor company not required (division)) to (Power of court to exclude certain requirements (division)).’. Mergers and merging companies Mr Secretary Darling NC20 To move the following Clause:— ‘(1) The scheme involves a merger where under the scheme— (a) the undertaking, property and liabilities of one or more public companies, including the company in respect of which the compromise or arrangement is proposed, are to be transferred to another existing public company (a “merger by absorption”), or (b) the undertaking, property and liabilities of two or more public companies, including the company in respect of which the compromise or arrangement is proposed, are to be transferred to a new company, whether or not a public company, (a “merger by formation of a new company”). (2) References in this Part to “the merging companies” are— (a) in relation to a merger by absorption, to the transferor and transferee companies; (b) in relation to a merger by formation of a new company, to the transferor companies.’. Draft terms of scheme (merger) Mr Secretary Darling NC21 To move the following Clause:— ‘(1) A draft of the proposed terms of the scheme must be drawn up and adopted by the directors of the merging companies. (2) The draft terms must give particulars of at least the following matters— (a) in respect of each transferor company and the transferee company— (i) its name, (ii) the address of its registered office, and (iii) whether it is a company limited by shares or a company limited by guarantee and having a share capital; (b) the number of shares in the transferee company to be allotted to members of a transferor company for a given number of their shares (the “share exchange ratio”) and the amount of any cash payment; (c) the terms relating to the allotment of shares in the transferee company; (d) the date from which the holding of shares in the transferee company will entitle the holders to participate in profits, and any special conditions affecting that entitlement; (e) the date from which the transactions of a transferor company are to be treated for accounting purposes as being those of the transferee company; (f) any rights or restrictions attaching to shares or other securities in the transferee company to be allotted under the scheme to the holders of shares or other securities in a transferor company to which any special rights or restrictions attach, or the measures proposed concerning them; (g) any amount of benefit paid or given or intended to be paid or given— (i) to any of the experts referred to in section (Expert’s report (merger)) (expert’s report), or (ii) to any director of a merging company, and the consideration for the payment of benefit. (3) The requirements in subsection (2)(b), (c) and (d) are subject to section (Circumstances in which certain particulars and reports not required (merger)) (circumstances in which certain particulars not required).’. |
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| © Parliamentary copyright 2006 | Prepared: 17 October 2006 |