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

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

425

Page 363, line 3 [Clause 769], leave out subsection (4) and insert—

      ‘(4) A person does not contravene section 530(1) if—

        (a) the offer is made to or directed at qualified investors only;

        (b) the offer is made to or directed at fewer than 100 persons, other than qualified investors, per EEA State;

        (c) the minimum consideration which may be paid by any person for transferable securities acquired by him pursuant to the offer is at least 50,000 euros (or an equivalent amount);

        (d) the transferable securities being offered are denominated in amounts of at least 50,000 euros (or equivalent amounts); or

        (e) the total consideration for the transferable securities being offered cannot exceed 100,000 euros (or an equivalent amount).

      (4A) Where—

        (a) a person who is not a qualified investor (“the client”) has engaged a qualified investor falling within Article 2.1(e)(i) of the Prospectus Directive to act as his agent, and

        (b) the terms on which the qualified investor is engaged enable him to make decisions concerning the acceptance of offers of transferable securities on the client’s behalf without reference to the client,

      an offer made to or directed at the qualified investor is not to be regarded for the purposes of subsection (4) as also having been made or directed at the client.

      (4B) For the purposes of subsection (4)(b), the making of an offer of transferable securities to—

        (a) trustees of a trust,

        (b) members of a partnership in their capacity as such, or

        (c) two or more persons jointly,

      is to be treated as the making of an offer to a single person.

      (4C) In determining whether subsection (4)(e) is satisfied in relation to an offer (“offer A”), offer A is to be taken together with any other offer of transferable securities of the same class made by the same person which—

        (a) was open at any time within the period of 12 months ending with the date on which offer A is first made; and

        (b) had previously satisfied subsection (4)(e).

      (4D) For the purposes of this section, an amount (in relation to an amount denominated in euros) is an “equivalent amount” if it is an amount of equal value denominated wholly or partly in another currency or unit of account.

      (4E) The equivalent is to be calculated at the latest practicable date before (but in any event not more than 3 working days before) the date on which the offer is first made.’.

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

426

Page 363, line 3 [Clause 769], leave out subsection (4).

Mr Secretary Darling

172

Page 363, line 30 [Clause 770], leave out ‘section 459 or 460 of the Companies Act 1985 (c. 6)’ and insert ‘Part 30’.

Mr Secretary Darling

173

Page 363, line 43 [Clause 771], leave out ‘section 459 or 460 of the Companies Act 1985 (c. 6)’ and insert ‘Part 30’.


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

427

Page 364, line 11 [Clause 771], at end insert ‘, or

        (c) a decision that in the interests of justice no further action be taken’.


Mr Secretary Darling

808

Page 365, line 35, leave out Clause 776.

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

428

Page 365, line 37 [Clause 776], at end insert ‘, or an equivalent amount in another currency calculated by reference to the appropriate exchange rate prevailing on, or on such date as the company may select being not more than 28 days preceding—

        (a) for the purposes of section 91, the date of the relevant special resolution under section 90,

        (b) for the purposes of sections 536 and 537, the date of the application for a certificate under section 536, or

        (c) for the purposes of section 664 (public company reducing capital below the authorised minimum), the date of the relevant court order under section 663 (registration of order and minute of reduction).’.


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

Justine Greening

79

Page 367, line 13 [Clause 779], leave out ‘(2)’ and insert ‘(3)’.

Mr Secretary Darling

229

Page 367 [Clause 780], leave out line 26.

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

80

Page 367 [Clause 781], leave out line 43.


Mr Secretary Darling

230

Page 368, line 30 [Clause 784], leave out subsection (2).

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

81

Page 368, line 37 [Clause 785], at beginning insert ‘However’.


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

82

Page 373, line 37 [Clause 796], leave out subsection (a) and insert—

        ‘(a) enabling a company or any designated class of companies to adopt arrangements under which title to securities is permitted or required to be evidenced or transferred, or both, without a written instrument; or’.

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

83

Page 373, line 38 [Clause 796], leave out ‘, by ordinary resolution,’.

Mr Secretary Darling

738

Page 373, line 39 [Clause 796], leave out ‘and transferred’ and insert ‘or transferred (or both)’.

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

356

Page 373, line 39 [Clause 796], leave out ‘required to be evidenced and transferred’ and insert ‘permitted or required to be evidenced or transferred or both’.

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

84

Page 373, line 41 [Clause 796], at beginning insert ‘permitting or’.


Mr Secretary Darling

739

Page 374, line 5 [Clause 796], leave out from ‘(1)’ to end of line 9 and insert ‘—

        (a) must not be such that a person who but for the arrangements would be entitled to have his name entered in the company’s register of members ceases to be so entitled, and

        (b) must be such that a person who but for the arrangements would be entitled to exercise any rights in respect of the securities continues to be able effectively to control the exercise of those rights.’.

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

85

Page 374, line 8 [Clause 796], leave out ‘give instructions’ and insert ‘exercise his rights’.


Mr Secretary Darling

454

Page 376, line 32 [Clause 803], leave out from ‘to’ to end of line 33 and insert ‘restrictions.

      For the effect of such an order see section (Consequences of order imposing restrictions).’.

Mr Secretary Darling

455

Page 376, line 41 [Clause 803], at end insert—

      ‘( ) Sections (Penalty for attempted evasion of restrictions) to (Further provisions on sale by court order of restricted shares) make further provision about orders under this section.’.


Mr Secretary Darling

282

Page 378, line 20 [Clause 808], leave out ‘at the company’s registered office’ and insert ‘for inspection’.

Mr Secretary Darling

283

Page 378, line 32 [Clause 808], leave out ‘at the company’s registered office’ and insert ‘for inspection’.

Mr Secretary Darling

284

Page 378, line 34 [Clause 808], at end insert—

      ‘(3A) The reports must be retained by the company for at least six years from the date on which they are first made available for inspection and must be kept available for inspection during that time—

        (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

285

Page 378, line 34 [Clause 808], at end insert—

      ‘(3B) The company must give notice to the registrar—

        (a) of the place at which the reports 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

286

Page 378, line 36 [Clause 808], leave out ‘at its registered office’ and insert ‘for inspection’.

Mr Secretary Darling

287

Page 378, line 37 [Clause 808], leave out ‘that’ and insert ‘where’.


Mr Secretary Darling

288

Page 379, line 1 [Clause 808], leave out subsection (6).

Mr Secretary Darling

289

Page 379, line 4 [Clause 809], at beginning insert—

      ‘(A1) If default is made for 14 days in complying with section 808(3B) (notice to registrar of place at which reports made available for inspection) an offence is committed by—

        (a) the company, and

        (b) every officer of the company who is in default.

      (B1) A person guilty of an offence under subsection (A1) 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

290

Page 379, line 4 [Clause 809], after ‘with’ insert ‘any other provision of’.

Mr Secretary Darling

291

Page 379, line 7 [Clause 809], leave out ‘this section’ and insert ‘subsection (1)’.


Mr Secretary Darling

292

Page 380, line 15 [Clause 812], leave out from ‘office’ to end of line 16 and insert ‘, 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

217

Page 380, line 27 [Clause 812], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’.


Mr Secretary Darling

218

Page 381, line 2 [Clause 813], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’.


Mr Secretary Darling

219

Page 384, line 15 [Clause 822], leave out ‘in the case of continued contravention to’ and insert ‘, for continued contravention,’.


Mr Secretary Darling
Mr Alan Duncan
Mr Jonathan Djangoly
Charles Hendry
Mr Crispin Blunt
James Brokenshire

86

Page 388, line 22 [Clause 832], leave out ‘paying off’ and insert ‘repaying’.

Mr Secretary Darling

232

Page 388, line 25 [Clause 832], leave ‘or 4’ and insert ‘, 4 or 5’.


Mr Secretary Darling

308

Page 389, line 41 [Clause 835], after ‘liabilities’ insert ‘to creditors’.


Mr Secretary Darling

309

Page 390, line 1 [Clause 835], after ‘liabilities’ insert ‘to creditors’.

Mr Secretary Darling

310

Page 390, line 4 [Clause 835], leave out ‘of any kind’ and insert ‘for liabilities to creditors’.


Mr Secretary Darling

657

Page 391, line 2 [Clause 836], leave out ‘of association’.

Mr Secretary Darling

658

Page 391, line 35 [Clause 837], after ‘15%’ insert ‘by value’.


Mr Secretary Darling

659

Page 392, line 28 [Clause 839], leave out from ‘Part’ to ‘is’.


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

Justine Greening

87

Page 393, line 26 [Clause 840], leave out ‘their’ and insert ‘his’.


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

88

Page 395, line 24 [Clause 843], at end insert—

        ‘(e) financial assistance given by a private company which is not out of its distributable profits.’.


Mr Secretary Darling

660

Page 396, line 14 [Clause 844], at end insert—

      ‘( ) For the purpose of subsections (2) and (3) any consideration by the directors of the value at a particular time of a fixed asset is treated as a revaluation provided—

        (a) the directors are satisfied that the aggregate value at that time of the fixed assets of the company that have not actually been revalued is not less than the aggregate amount at which they are then stated in the company’s accounts, and

        (b) it is stated in a note to the accounts—

          (i) that the directors have considered the value of some or all of the fixed assets of the company without actually revaluing them,

          (ii) that they are satisfied that the aggregate value of those assets at the time of their consideration was not less than the aggregate amount at which they were then stated in the company’s accounts, and

          (iii) that accordingly, by virtue of this subsection, amounts are stated in the accounts on the basis that a revaluation of fixed assets of the company is treated as having taken place at that time.’.

Mr Secretary Darling

661

Page 396, line 24 [Clause 844], leave out subsections (5) and (6).


Mr Secretary Darling

662

Page 398, line 2 [Clause 847], after ‘shown’ insert ‘or included’.

Mr Secretary Darling

663

Page 398, line 3 [Clause 847], after ‘shown’ insert ‘or included’.

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

89

Page 398, line 35 [Clause 848], leave out ‘disposal’ and insert ‘disposition’.

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

90

Page 398, line 37 [Clause 848], leave out ‘disposal’ and insert ‘disposition’.

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

91

Page 398, line 38 [Clause 848], at beginning insert ‘For the purposes of subsection (1)(a)’.


Mr Secretary Darling

827

* Page 401, line 18 [Clause 856], at end insert—

      ‘(6) “Fixed assets” means assets of a company which are intended for use on a continuing basis in the company’s activities.’.


Mr Secretary Darling

781

Page 402, line 8 [Clause 859], after ‘a’ insert ‘private company with a secretary or a’.

Mr Secretary Darling

735

Page 402, line 9 [Clause 859], leave out from ‘secretaries’ to end of line 11.

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

429

Page 402, line 26 [Clause 860], leave out from ‘capital’ to end of line 28.

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

431

Page 402, line 28 [Clause 860], at end insert—

      ‘(1A) When filing its annual return a company shall not be required to identify its shareholders individually.’.

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

430

Page 402, line 40 [Clause 860], leave out subsections (3) to (5).


Mr Secretary Darling

782

Page 403, line 35 [Clause 862], after ‘a’ insert ‘private company with a secretary or a’.


Mr Secretary Darling

741

Page 404, line 11 [Clause 862], leave out subsection (6).


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

92

Page 405 [Clause 864], leave out lines 2 to 12 and insert—

        ‘(a) a charge for the purpose of securing any issue of debentures,

        (b) a charge on uncalled share capital of the company,

        (c) a charge created or evidenced by an instrument which, if executed by an individual, would require registration such as a bill of sale,

        (d) a charge on land (wherever situated) or any interest in it, but not including a charge for any rent or other periodical sum issuing out of the land,

        (e) a charge on book debts of the company,

        (f) a floating charge on the company’s undertaking or property,

        (g) a charge on calls made but not paid,

        (h) a charge on a ship or aircraft, or any share in a ship,

        (i) a charge on goodwill, or on any intellectual property.’.


Mr Secretary Darling

293

Page 411, line 20 [Clause 879], leave out subsection (1) and insert—

      ‘(1) A company must keep available for inspection a copy of every instrument creating a charge requiring registration under this Chapter, including any document delivered to the company under section 872(3)(b) (Northern Ireland: orders imposing charges affecting land).’.

Mr Secretary Darling

294

Page 411, line 27 [Clause 880], leave out ‘at its registered office’ and insert ‘available for inspection’.


Mr Secretary Darling

295

Page 412, line 3, leave out Clause 881.


Mr Secretary Darling

785

Page 417, line 16 [Clause 891], at end insert—

      ‘( ) If the charge is a floating charge, the statement must be accompanied by either—

        (a) a statement by the creditor entitled to the benefit of the charge, or a person authorised by him for the purpose, verifying that the statement mentioned in subsection (1) is correct, or

        (b) a direction obtained from the court, on the ground that the statement by the creditor mentioned in paragraph (a) could not be readily obtained, dispensing with the need for that statement.’.

 
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Prepared: 17 October 2006