| Company Law Reform Bill [Lords] - continued | House of Commons |
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Mr Alan Duncan
423 Page 330, line 18 [Clause 694], at end insert— ‘(h) the payment of a commission which is permitted by the Companies Acts; (i) indemnities given in connection with any issue of shares (whether in respect of defaults by the company itself or in respect of defaults by third parties and including indemnities in respect of losses arising in connection with activities carried out as a broker, underwriter, placing agent, adviser or sponsor to an issue); (j) representations or warranties given by a company in connection with any issue of shares in its capital; (k) the payment of any fees or other costs, charges or expenses by a company in connection with an issue of shares in its capital.’. Mr Secretary Darling 462 Page 330, line 22 [Clause 695], leave out ‘in the case of’ and insert ‘if the company giving the assistance is’. Mr Secretary Darling 463 Page 330, line 23 [Clause 695], leave out ‘in the case of a public company if’’ and insert ‘if the company giving the assistance is a public company and’. Mr Secretary Darling 639 Page 330, line 29 [Clause 695], after ‘(a)’ insert ‘where the lending of money is part of the ordinary business of the company,’. Mr Alan Duncan
56 Page 330, line 29 [Clause 695], after ‘business’ insert ‘, where the lending of money is part of the ordinary business of the company’. Mr Alan Duncan
57 Page 330, line 30 [Clause 695], leave out first ‘the’ and insert ‘a’. Mr Secretary Darling 640 Page 330, line 31 [Clause 695], after ‘company’ insert ‘or its holding company’. Mr Secretary Darling 464 Page 330, line 33 [Clause 695], leave out paragraph (c) and insert— ‘(c) the provision of financial assistance by the company for the purposes of or in connection with anything done by the company (or another company in the same group) for the purpose of enabling or facilitating transactions in shares in the first-mentioned company or its holding company between, and involving the acquisition of beneficial ownership of those shares by— (i) bona fide employees or former employees of that company (or another company in the same group), or (ii) spouses or civil partners, widows, widowers or surviving civil partners, or minor children or step-children of any such employees or former employees;’. Mr Secretary Darling 465 Page 330, line 44 [Clause 695], leave out ‘a’ and insert ‘the’. Mr Alan Duncan
58 Page 331, line 20 [Clause 696], leave out from ‘includes’ to ‘a’ in line 21. Mr Secretary Darling 641 Page 331, line 23 [Clause 696], after ‘purpose’ insert ‘(see section 849)’. Mr Alan Duncan
796 Page 332, line 25 [Clause 699], at end insert— ‘(2A) In such a case the redemption price, for the purposes of this Part, shall be taken to be the value of the undertaking of the company to make the payment at a future date, but this shall not be taken to invalidate the redemption’s being in accordance with the terms for redemption.’. Mr Alan Duncan
59 Page 332, line 26 [Clause 699], after ‘with’ insert ‘a’. Mr Alan Duncan
60 Page 333, line 9 [Clause 700], leave out ‘under subsection (3)’. Mr Secretary Darling 642 Page 333, line 9 [Clause 700], leave out ‘(3)’ and insert ‘(4)’. Mr Alan Duncan
797 Page 334, line 13 [Clause 704], at end insert— ‘(1A) The terms of purchase of own shares in a limited company may provide that the amount payable on purchase may, by agreement between the company and the purchaser of the shares, be paid on a date later than the purchase date. In such a case the purchase price, for the purposes of this Part, shall be taken to be the value of the undertaking of the company to make the payment of a future date.’. Mr Alan Duncan
798 Page 334, line 14 [Clause 704], at beginning insert ‘Unless purchased in accordance with provision authorised by subsection (1A)’. Mr Secretary Darling 584 Page 335, line 30 [Clause 707], leave out ‘in advance’ and insert ‘prior to the purchase’. Mr Secretary Darling 585 Page 335, line 31 [Clause 707], leave out subsection (2) and insert— ‘(2) Either— (a) the terms of the contract must be authorised by a special resolution of the company before the contract is entered into, or (b) the contract must provide that no shares may be purchased in pursuance of the contract until its terms have been authorised by a special resolution of the company.’. Mr Alan Duncan
61 Page 335, line 33 [Clause 707], after ‘company’ insert ‘either’. Mr Alan Duncan
62 Page 335, line 33 [Clause 707], after ‘into’ insert ‘or the contract is conditional on such approval being obtained’. Mr Alan Duncan
63 Page 335, line 35 [Clause 707], after ‘company’ insert ‘either’. Mr Alan Duncan
64 Page 335, line 36 [Clause 707], at end insert ‘or the contract is conditional on such approval being obtained’. Mr Secretary Darling 586 Page 335, line 37 [Clause 707], leave out ‘A “contingent purchase contract” means’ and insert ‘The contract may be’. Mr Secretary Darling 226 Page 336, line 26 [Clause 708], leave out ‘notwithstanding anything in the company’s articles’. Mr Secretary Darling 587 Page 336, line 34 [Clause 709], leave out ‘proposed’. Mr Secretary Darling 227 Page 337, line 39 [Clause 711], leave out ‘notwithstanding anything in the company’s articles’. Mr Secretary Darling 702 Page 339, line 29 [Clause 714], at end insert— ‘(8) Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a resolution under this section.’. Mr Secretary Darling 270 Page 339, line 37 [Clause 715], leave out ‘at its registered office’. Mr Secretary Darling 271 Page 340, line 6 [Clause 715], at end insert— ‘(3A) The copy or memorandum 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 272 Page 340, line 6 [Clause 715], at end insert— ‘(3B) The company must give notice to the registrar— (a) of the place at which the copy or memorandum 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 273 Page 340, line 14 [Clause 716], leave out ‘or (3),’ insert ‘, (3) or (3A) or default is made for 14 days in complying with section 715(3B),’. Mr Secretary Darling 274 Page 340, line 15 [Clause 716], after ‘by’ insert— ‘(a) the company, and (b) ’. Mr Secretary Darling 651 Page 346, line 19 [Clause 731], at beginning insert ‘A copy of’. Mr Secretary Darling 275 Page 346, line 37 [Clause 732], leave out ‘that’ and insert ‘where’. Mr Secretary Darling 276 Page 346, line 38 [Clause 732], leave out ‘at the company’s registered office’. Mr Alan Duncan
65 Page 344, line 34 [Clause 727], leave out ‘company’ and insert ‘company’s’. Mr Alan Duncan
799 Page 344, line 43 [Clause 727], leave out ‘or prospective’. Mr Alan Duncan
66 Page 344, line 43 [Clause 727], at end insert ‘as would be relevant under section 122 of the Insolvency Act (winding up by the court) to the question whether a company is unable to pay its debts’. Mr Secretary Darling 228 Page 346, line 11 [Clause 730], leave out ‘notwithstanding anything in the company’s articles’. Mr Secretary Darling 277 Page 347, line 12 [Clause 733], leave out ‘at the company’s registered office’. Mr Secretary Darling 278 Page 347, line 18 [Clause 733], at end insert— ‘(1A) They 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 279 Page 347, line 18 [Clause 733], at end insert— ‘(1B) The company must give notice to the registrar— (a) of the place at which the statement and report 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.’. Mr Secretary Darling 280 Page 347, line 21 [Clause 733], after ‘If’ insert ‘default is made for 14 days in complying with subsection (1B), or’. Mr Alan Duncan
67 Page 348, line 21 [Clause 734], at end insert— ‘(8) The court’s order must be embodied in or annexed to every copy of the company’s articles issued by the company.’. Mr Alan Duncan
68 Page 348, line 25 [Clause 735], leave out ‘registrar’ and insert ‘company’. Mr Secretary Darling 231 Page 350, line 10 [Clause 738], after ‘740’ insert ‘or 742’. Mr Secretary Darling
69 Page 350, line 24 [Clause 739], leave out ‘divided’ and insert ‘dividend’. Mr Alan Duncan
70 Page 351, line 6 [Clause 740], at end insert ‘, or (e) the creation of an obligation to make a payment to or for the account of the company in accordance with the rules and practices of the operator of a relevant system as defined by regulation 2(1) of the Uncertificated Securities Regulations 2001.’. Mr Secretary Darling 588 Page 351, line 6 [Clause 740], at end insert ‘, or (e) payment by any other means giving rise to a present or future entitlement (of the company or a person acting on the company’s behalf) to a payment, or credit equivalent to payment, in cash.’. Mr Secretary Darling 589 Page 351, line 7 [Clause 740], at end insert— ‘( ) The Secretary of State may by order provide that particular means of payment specified in the order are to be regarded as falling within subsection (2)(e).’. Mr Secretary Darling 590 Page 351, line 11 [Clause 740], at end insert— ‘( ) An order under this section is subject to negative resolution procedure.’. Mr Secretary Darling 652 Page 352, line 30 [Clause 743], leave out subsections (6) and (7) and insert— ‘( ) If default is made in complying with this section, an offence is committed by— (a) the company, and (b) every officer of the company who is in default. ( ) 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, a daily default fine not exceeding one-tenth of level 3 on the standard scale.’. Mr Secretary Darling 653 Page 353, line 21 [Clause 746], leave out subsections (1) to (3) and insert— ‘( ) In the following circumstances a company must transfer amounts to a reserve, called the “capital redemption reserve”. ( ) Where under this Part shares of a limited company are redeemed or purchased wholly out of the company’s profits, the amount by which the company’s issued share capital is diminished in accordance with— (a) section 701(b) (on the cancellation of shares redeemed) or (b) section 719(b)(ii) (on the cancellation of shares purchased), must be transferred to the capital redemption reserve. ( ) If— (a) the shares are redeemed or purchased wholly or partly out of the proceeds of a fresh issue, and (b) the aggregate amount of the proceeds is less than the aggregate nominal value of the shares redeemed or purchased, the amount of the difference must be transferred to the capital redemption reserve. This does not apply in the case of a private company if, in addition to the proceeds of the fresh issue, the company applies a payment out of capital under Chapter 5 in making the redemption or purchase. ( ) The amount by which a company’s share capital is diminished in accordance with section 742(4) (on the cancellation of shares held as treasury shares) must be transferred to the capital redemption reserve.’. Mr Alan Duncan
71 Page 353, line 25 [Clause 740], leave out ‘719(3)’ and insert ‘719(b)(i) or 742’. Mr Alan Duncan
800 Page 354, line 12 [Clause 747], leave out from ‘company’ to end of line 14. Mr Secretary Darling
72 Page 356, line 8 [Clause 753], leave out first ‘by’ and insert ‘be’. Mr Secretary Darling 215 Page 356, line 18 [Clause 754], leave out ‘2’ and insert ‘3’. Mr Secretary Darling 281 Page 356, line 30 [Clause 756], 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 216 Page 357, line 2 [Clause 756], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’. Mr Alan Duncan
75 Page 361, line 17 [Clause 765], after ‘is’ insert ‘not’. Mr Alan Duncan
76 Page 361, line 17 [Clause 765], leave out from ‘debenture’ to ‘for’ in line 19. Mr Alan Duncan
73 Page 361, line 21 [Clause 765], leave out subsection (4). Mr Alan Duncan
77 Page 361, line 36 [Clause 767], after ‘taken’ insert ‘,’. Mr Alan Duncan
78 Page 361, line 36 [Clause 767], after ‘debentures’ insert ‘,’. Mr Secretary Darling
74 Page 362, line 1 [Clause 767], leave out ‘that Schedule’ and insert ‘those Schedules’. Mr Alan Duncan
424 Page 363, line 3 [Clause 769], leave out subsection (4) and insert— ‘(4) An offer is not regarded as an offer to the public if— (a) it is made to fewer than 100 persons, (b) it is made on terms allowing the person to whom it is made to renounce his rights, which may only be renounced in favour of a person connected with the company or another person to whom the offer is made, and (c) it cannot properly be regarded, in all circumstances, as being intended to result, directly or indirectly, in securities of the company becoming available to persons other than those receiving the offer or persons not already connected with the company. (4A) The Secretary of State may by regulations specify other conditions applicable to an offer which, to the extent satisfied, would result in an offer not being deemed to be an offer to the public for the purposes of this section. (4B) Any regulations under subsection (4A) shall be subject to the affirmative resolution procedure.’. |
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| © Parliamentary copyright 2006 | Prepared: 17 October 2006 |