| Company Law Reform Bill [Lords] - continued | House of Commons |
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Dissolution and restoration to the register: striking off: meaning of “disposal” Mr Alan Duncan
NC5 To move the following Clause:— ‘In this Chapter “disposal” includes part disposal.’. Dissolution and restoration to the register: restoration to the register: meaning of “Crown representative” Mr Alan Duncan
NC6 To move the following Clause:— ‘In this Chapter the “Crown representative” means— (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy; (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall; (c) in relation to property in Scotland, the Queen’s and Lord Treasurer’s Remembrancer; (d) in relation to other property, the Treasury Solicitor.’. Unamendable articles Mr Edward Davey
NC89 To move the following Clause:— ‘(1) Notwithstanding anything in section 22, a company’s articles may provide that specified provisions of the articles may not be amended or repealed— (a) except with the unanimous consent of the members, or (b) in any circumstances . (2) Provision for unamendable articles under this section may only be made in the company’s articles on formation. (3) Provision for unamendable articles shall count for the purposes of this Chapter as provision for entrenchment.’. Power to require unlimited companies to give information Mr Edward Davey
NC90 To move the following Clause:— ‘(1) The Secretary of State shall have power to make regulations requiring unlimited companies to bring to the attention of those dealing with such companies the risks arising from the ability of unlimited companies to re-register as limited companies. (2) The regulations referred to in subsection (1) shall be subject to affirmative resolution procedure.’. Business and Finance Oversight Commission Jim Cousins
NC91 To move the following Clause:— ‘Using the powers created under section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 the Secretary of State shall create a body to be called the Business and Finance Oversight Commission— (i) for the oversight of the practices of all companies offering securities to the public, and (ii) to exercise the powers set out in section 16 (2) of the said Act.’. Equal pay: enforcement and reporting Stephen Hesford NC97 * To move the following Clause:— ‘(1) It shall be the duty of the chief executive officer of a company to— (a) take all reasonable steps to ensure that all employees of the company receive equal pay as defined under the Equal Pay Act 1970, and (b) take an annual audit of the pay of each employee in terms of paragraph (a). (2) Every company must report annually on matters contained in subsection (1), and such report must be available for public inspection. (3) It shall be an offence knowingly or recklessly to fail to perform the duties set out in subsections (1) and (2). (4) It shall be a defence to the offence in subsection (3) if all reasonable steps were taken to comply with the duties contained in subsections (1) and (2); and it shall be for the persons accused to prove on the balance of probabilities that all reasonable steps were taken by him. (5) A person guilty of an offence under this section shall be liable on summary conviction to a fine not exceeding level 5 on the standard scale.’. Remaining Amendments to Clauses Mr Secretary Darling 470 Page 1 [Clause 1], leave out lines 6 to 13 and insert— ‘“company” means a company formed and registered under this Act, that is— (a) a company so formed and registered after the commencement of this Part, or (b) a company that immediately before the commencement of this Part— (i) was formed and registered under the (ii) was an existing company for the purposes of that Act or that Order, (which is to be treated on commencement as if formed and registered under this Act).’. Mr Secretary Darling 471 Page 1, line 14 [Clause 1], leave out from ‘to’ to end of line 3 on page 2 and insert ‘ (a) companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and (b) bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part).’. Mr Secretary Darling 823 * Page 2, line 18 [Clause 2], leave out subsection (3). Mr Secretary Darling 472 Page 3, line 1 [Clause 4], leave out ‘the Companies Acts’ and insert ‘this Act’. Jim Cousins
683 Page 4, line 28 [Clause 9], at end insert— ‘(d) a statement setting out and verifying the identity of the initial shareholders.’. Mr Secretary Darling 764 Page 5, line 44 [Clause 12], at end insert— ‘( ) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;’. Mr Secretary Darling 718 Page 6, line 4 [Clause 12], leave out paragraph (c). Mr Secretary Darling 765 Page 6, line 9 [Clause 12], leave out ‘of a public company’. Mr Secretary Darling 719 Page 6, line 11 [Clause 12], leave out paragraph (c). Mr Secretary Darling 720 Page 6, line 14 [Clause 12], leave out ‘or as an authorised signatory’. Mr Secretary Darling 473 Page 6, line 28 [Clause 14], leave out subsection (2). Mr Secretary Darling 721 Page 7, line 20 [Clause 16], at end insert ‘or’. Mr Secretary Darling 766 Page 7, line 21 [Clause 16], leave out ‘in the case of a public company,’. Mr Secretary Darling 722 Page 7, line 22 [Clause 16], leave out from ‘company,’ to end of line 23. Mr Secretary Darling 688 Page 7, line 33 [Clause 17], at end insert ‘(see section 29)’. Mr Secretary Darling 206 Page 8, line 10 [Clause 18], leave out ‘A company’s articles of association’ and insert ‘Articles of association registered by a company’. Mr Alan Duncan
790 Page 9, line 13, leave out Clause 22. Mr Secretary Darling 837 * Page 9, line 14 [Clause 22], leave out ‘provide’ and insert ‘contain provision (“provision for entrenchment”) to the effect’. Mr Secretary Darling 838 * Page 9 [Clause 22], leave out line 18. Mr Secretary Darling 839 * Page 9, line 24 [Clause 22], after ‘articles’ insert ‘— (a) ’ . Mr Secretary Darling 840 * Page 9, line 24 [Clause 22], at end insert ‘, or (b) by order of a court or other authority having power to alter the company’s articles.’. Mr Secretary Darling 841 * Page 9, line 24 [Clause 22], at end insert— ‘( ) Nothing in this section affects any power of a court or other authority to alter a company’s articles.’. Mr Secretary Darling 842 * Page 9, line 25, leave out Clause 23. Mr Alan Duncan
791 Page 9, line 25, leave out Clause 23. Mr Alan Duncan
378 Page 9, line 31 [Clause 23], leave out subsection (2). Mr Secretary Darling 843 * Page 10, line 1, leave out Clause 24. Mr Alan Duncan
792 Page 10, line 1, leave out Clause 24. Mr Alan Duncan
379 Page 10, line 7 [Clause 24], at end insert ‘by unanimous consent less one vote.’. Mr Alan Duncan
380 Page 10, line 7 [Clause 24], at end insert ‘by a resolution of at least 90 per cent.’. Mr Alan Duncan
381 Page 10, line 7 [Clause 24], at end insert ‘by a scheme of arrangement approved by the court.’. Mr Secretary Darling 689 Page 11, line 38 [Clause 29], leave out paragraphs (e) to (k) and insert— ‘(e) any other resolution or agreement to which this Chapter applies by virtue of any enactment.’. Mr Secretary Darling 690 Page 12, line 22 [Clause 30], leave out from ‘made’ to end of line 23. Mr Secretary Darling 691 Page 12, line 33, leave out Clause 31. Mr Secretary Darling 692 Page 13, line 31 [Clause 33], leave out ‘a copy of’. Mr Secretary Darling 693 Page 13, line 34 [Clause 33], leave out from ‘company’ to end of line 40 and insert ‘to which Chapter 3 applies (resolutions and agreements affecting a company’s constitution)’. Mr Secretary Darling 694 Page 14, line 6 [Clause 33], at end insert— ‘( ) a copy of any court order under section (Court sanction for compromise or arrangement) (order sanctioning compromise or arrangement) or section (Powers of court to facilitate reconstruction or amalgamation) (order facilitating reconstruction or amalgamation); ( ) a copy of any court order under section 963 (protection of members against unfair prejudice: powers of the court) that alters the company’s constitution.’. Mr Secretary Darling 695 Page 14, line 11 [Clause 33], after ‘guarantee,’ insert ‘a copy of’. Mr Secretary Darling 696 Page 14, line 28 [Clause 34], leave out ‘, when registered,’. Mr Secretary Darling 697 Page 14, line 29 [Clause 34], leave out ‘, signed and sealed’. Mr Alan Duncan
4 Page 15, line 23 [Clause 36], at end insert ‘or such longer time as the court allows’. Mr Alan Duncan
3 Page 15 [Clause 36], leave out lines 26 to 30 and insert— ‘(b) if the order— (i) amends the company’s articles, or (ii) amends a resolution or agreement to which Chapter 3 applies (resolutions and agreements affecting the company’s constitution), or (iii) gives leave for the company to make any, or any specified, alteration in its articles,’. Mr Secretary Darling 698 Page 15, line 39 [Clause 36], at end insert— ‘( ) This section does not apply where provision is made by another enactment for the delivery to the registrar of a copy of the order in question.’. Mr Secretary Darling 158 Page 40, line 7 [Clause 91], leave out sub-paragraphs (i) to (iii) and insert— ‘(i) is made under section 640 (reduction in connection with redenomination of share capital), (ii) is supported by a solvency statement in accordance with section 657, or (iii) has been confirmed by an order of the court under section 662, and’. Mr Secretary Darling 804 Page 40, line 15 [Clause 91], leave out subsection (6). Mr Secretary Darling 784 Page 41, line 4 [Clause 92], leave out from ‘the’ to end of line 5 and insert ‘same meaning as in section 834 (net asset restriction on distributions by public companies).’. Mr Secretary Darling 159 Page 41, line 16 [Clause 93], leave out paragraph (a) and insert— ‘(a) the requirements of section 607(1)(a) and (b) have been complied with (independent valuation of non-cash consideration; valuer’s report to company not more than six months before allotment), or’. Mr Alan Duncan
5 Page 41, line 17 [Clause 93], leave out ‘108 of the Companies Act 1985’ and insert ‘610’. Mr Secretary Darling 160 Page 42, line 16 [Clause 93], leave out sub-paragraph (i) and insert— ‘(i) Part 27 of this Act (arrangements and reconstructions), or’. Mr Secretary Darling 767 Page 42, line 25 [Clause 94], at beginning insert ‘in the case of a company without a secretary,’. Mr Secretary Darling 768 Page 42, line 43 [Clause 95], leave out ‘(or continue to be)’. Mr Secretary Darling 769 Page 43, line 19 [Clause 96], leave out from beginning to ‘as’ in line 20 and insert— ‘(c) where the application contained a statement under section 95 (statement of proposed secretary), the person or persons named in the statement’. Mr Alan Duncan
6 Page 66, line 5 [Clause 146], after ‘A’, insert ‘first named’. Mr Alan Duncan
7 Page 66, line 5 [Clause 146], at end insert ‘or persons’. Mr Alan Duncan
8 Page 66, line 6 [Clause 146], after ‘nominate’, insert ‘in accordance with section 1109’. Mr Alan Duncan
9 Page 66, line 6 [Clause 146], after ‘person’, insert ‘or those persons’. Mr Alan Duncan
351 Page 66, line 9 [Clause 146], leave out ‘class’ and insert ‘category’. Mr Secretary Darling 339 Page 66, line 15 [Clause 146], at end insert— ‘( ) The reference in subsection (3)(a) to communications that a company sends to its members generally includes the company’s annual accounts and reports. For the application of section 432 (option to provide summary financial statement) in relation to a person nominated to enjoy information rights, see subsection (4A) of that section.’. Mr Alan Duncan
10 Page 66, line 26 [Clause 147], after ‘address’, insert ‘within the United Kingdom’. Mr Secretary Darling 553 Page 66, line 34 [Clause 147], leave out from ‘Schedule’ to first ‘company’ in line 35 and insert ‘5 (communications by’.’. Mr Alan Duncan
11 Page 66 [Clause 147], leave out line 40 and insert— ‘(6) The agreement referred to in subsection (5)—’. Mr Alan Duncan
12 Page 67, line 4 [Clause 148], after third ‘the’, insert ‘first named’. Mr Alan Duncan
13 Page 67, line 5 [Clause 148], at end insert ‘in accordance with section 1109’. Mr Secretary Darling
15 Page 67, line 6 [Clause 148], leave out ‘of’ and insert ‘to’. Mr Alan Duncan
352 Page 67, line 11 [Clause 148], at end insert ‘; or (c) upon the nominated person
ceasing to have a beneficial interest in the shares in question.’. Mr Alan Duncan
14 Page 67, line 11 [Clause 148], at end insert— ‘(3A) The nomination terminates when the nominated person ceases to be the beneficial owner of the shares in respect of which the nomination is made. The nominated person or the member is required to notify the company when the nominated person ceases to own the shares in question beneficially.’. Mr Alan Duncan
16 Page 68, line 5 [Clause 149], leave out ‘be accompanied by’ and insert ‘include’. |
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| © Parliamentary copyright 2006 | Prepared: 17 October 2006 |