House of Commons - Amendments

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

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Mr Secretary Darling

197

Page 586, line 40 [Clause 1225], leave out ‘736 of the Companies Act 1985 (c. 6)’ and insert ‘1124 and Schedule 7’.

Mr Secretary Darling

317

Page 589, line 24 [Clause 1230], leave out subsection (3).

Mr Secretary Darling

318

Page 589 [Clause 1230], leave out line 38 and insert ‘Rules under this section’.

Mr Secretary Darling

319

Page 590, line 18 [Clause 1230], leave out ‘subsection (4)’ and insert ‘this section’.

Mr Secretary Darling

320

Page 590, line 20 [Clause 1230], at end insert—

‘( ) Nothing in sections 89B to 89E affects the generality of the power to make rules under this section.’.

Mr Secretary Darling

321

Page 590, line 27 [Clause 1230], at end insert—

‘( ) Transparency rules may make provision for voteholder information notified to the issuer to be notified at the same time to the competent authority.’.

Mr Secretary Darling

322

Page 591 [Clause 1230], leave out lines 6 to 26 and insert—

‘89C Provision of information by issuers of transferable securities

(1) Transparency rules may make provision requiring the issuer of transferable securities, in circumstances specified in the rules—

(a) to make public information to which this section applies, or

(b) to notify to the competent authority information to which this section applies,

or to do both.

(2) In the case of every issuer, this section applies to—

(a) information required by Article 4 of the transparency obligations directive;

(b) information relating to the rights attached to the transferable securities, including information about the terms and conditions of those securities which could indirectly affect those rights; and

(3) In the case of an issuer of debt securities, this section also applies to information required by Article 5 of the transparency obligations directive.

(4) In the case of an issuer of shares, this section also applies to—

(a) information required by Article 5 of the transparency obligations directive;

(b) information required by Article 6 of that directive;

(i) notified to the issuer, or

(ii) relating to the proportion of voting rights held by the issuer in respect of shares in the issuer;

(d) information relating to the issuer’s capital; and

(e) information relating to the total number of voting rights in respect of shares or shares of a particular class.’.

Mr Secretary Darling

323

Page 591, line 26 [Clause 1230], at end insert—

‘89CA Notification of voting rights held by issuer’.

Mr Secretary Darling

324

Page 592, line 3 [Clause 1230], at end insert—

‘89CB Notification of proposed amendment of issuer’s constitution

Transparency rules may make provision requiring an issuer of transferable securities that are admitted to trading on a regulated market to notify a proposed amendment to its constitution—

(a) to the competent authority, and

(b) to the market on which the issuer’s securities are admitted,

at times and in circumstances specified in the rules.’.

Mr Secretary Darling

325

Page 592, line 35 [Clause 1230], leave out from ‘shares’ to end of line 39 and insert ‘of an issuer to which voting rights are attached.’.

Mr Secretary Darling

326

Page 592, line 40 [Clause 1230], at end insert—

‘( ) Transparency rules may impose the same obligations on a person who has applied for the admission of transferable securities to trading on a regulated market without the issuer’s consent as they impose on an issuer of transferable securities.’.

Mr Secretary Darling

198

Page 593, line 3 [Clause 1230], leave out ‘Company Law Reform’ and insert ‘Companies’.

Mr Secretary Darling

327

Page 593, line 24 [Clause 1231], leave out ‘of securities’.

Mr Secretary Darling

328

Page 594, line 5 [Clause 1231], leave out ‘that section’ and insert ‘section 89F’.

Mr Secretary Darling

329

Page 594, line 12 [Clause 1231], leave out ‘this section’ and insert ‘section 89F’.

Mr Secretary Darling

330

Page 594, line 23 [Clause 1231], leave out ‘this section’ and insert ‘section 89F’.

Mr Secretary Darling

331

Page 594, line 26 [Clause 1231], at end insert—

‘(A1) The competent authority may require an issuer to make public any information provided to the authority under section 89F.

(B1) If the issuer fails to comply with a requirement under subsection (A1), the competent authority may, after seeking representations from the issuer, make the information public.’.

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

789

Page 595, line 8, leave out Clause 1232.

Mr Secretary Darling

332

Page 595, line 14 [Clause 1232], leave out from ‘market’ to ‘is’ in line 15.

Mr Secretary Darling

333

Page 595, line 36 [Clause 1232], leave out from ‘market’ to end of line.

Mr Secretary Darling

334

Page 595, line 38 [Clause 1232], leave out from ‘by’ to end of line 40 and insert ‘an issuer, it may—

(a) suspend trading in the securities for a period not exceeding 10 days,

(b) prohibit trading in the securities, or

(i) to suspend trading in the securities for a period not exceeding 10 days, or

(ii) to prohibit trading in the securities.’.

Mr Secretary Darling

335

Page 595, line 42 [Clause 1232], leave out from beginning to end of line 3 on page 596 and insert ‘a provision required by the transparency obligations directive has been infringed by a voteholder of an issuer, it may—

(a) prohibit trading in the securities, or

(b) make a request to the operator of the market on which the issuer’s securities are traded to prohibit trading in the securities.’.

Mr Secretary Darling

809

Page 598, line 7 [Clause 1234], after ‘are’ insert ‘—(a)’.

Mr Secretary Darling

810

Page 598, line 10 [Clause 1234], at end insert ‘, and

(b) any preliminary statement made in advance of a report or statement to be published in response to a requirement imposed by a provision implementing Article 4 of that directive, to the extent that it contains information that it is intended—

(i) will appear in the report or statement, and

(ii) will be presented in the report or statement in substantially the same form as that in which it is presented in the preliminary statement.’.

Mr Secretary Darling

811

Page 598, line 10 [Clause 1234], at end insert—

‘( ) The securities to which this section applies are—

(a) securities that are traded on a regulated market situated or operating in the United Kingdom, and

(b) securities that—

(i) are traded on a regulated market situated or operating outside the United Kingdom, and

(ii) are issued by an issuer for which the United Kingdom is the home Member state within the meaning of Article 2.1(i) of the transparency obligations directive.’.

Mr Secretary Darling

812

Page 598, line 11 [Clause 1234], leave out ‘traded on a regulated UK market’ and insert ‘to which this section applies’.

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

433

Page 599, line 13 [Clause 1234], leave out sub-paragraph (iii).

Mr Secretary Darling

813

Page 599, line 13 [Clause 1234], after ‘(iii)’ insert ‘in the case of an issuer that has no persons within sub-paragraph (i) or (ii),’.

Mr Secretary Darling

814

Page 599 [Clause 1234], leave out lines 15 and 16.

Mr Secretary Darling

815

Page 599, line 18 [Clause 1234], at end insert—

‘90B Power to make further provision about liability for published information

(1) The Treasury may by regulations make provision about the liability of issuers of securities traded on a regulated market, and other persons, in respect of information published to holders of securities, to the market or to the public generally.

(2) Regulations under this section may amend any primary or subordinate legislation, including any provision of, or made under, this Act.’.

New Schedules

Mr Secretary Darling

NS1

To move the following Schedule:—

‘Removal of special provisions about accounts and audit of charitable companies

Part 1

The Companies Act 1985 (c. 6)

1 In section 240 (requirements in connection with publication of accounts)—

(a) in subsection (1) omit from “or, as the case may be,” to “section 249A(2)”;

(b) in subsection (3)(c) omit from “and, if no such report” to “any financial year”;

(d) omit subsection (3)(e) and the “, and” preceding it;

(e) in the closing words of subsection (3) omit from “or any report” to “section 249A(2)”.

2 In section 245 (voluntary revision of annual accounts or directors’ report), in subsection (4)(b) omit “or reporting accountant”.

3 In section 249A (exemptions from audit)—

(a) omit subsections (2), (3A) and (4);

(b) in subsection (6) for “figures for turnover or gross income” substitute “figure for turnover”;

(d) in subsection (7) omit the definition of “gross income” and the “, and” preceding it.

4 In section 249B (cases where exemptions not available)—

(a) in the opening words of subsection (1) omit “or (2)”;

(b) in subsection (1C)(b) omit from “where the company referred to” to “is not a charity”;

(d) in subsection (4), in the opening words and in paragraph (a), omit “or (2)”.

5 Omit section 249C (report required for purposes of section 249A(2)).

6 Omit section 249D (the reporting accountant).

7 In section 249E (effect of exemptions) omit subsection (2).

8 In section 262A (index of defined expressions) omit the entry for “reporting accountant”.

Part 2

The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)

1 In Article 248 (requirements in connection with publication of accounts)—

(a) in paragraph (1) omit from “or, as the case may be,” to “Article 257A(2)”;

(b) in paragraph (3)(c) omit from “and, if no such report” to “any such financial year”;

(d) omit paragraph (3)(e) and the word “, and” preceding it;

(e) in the closing words of paragraph (3) omit from “or any report” to “Article 257A(2)”.

2 In Article 253 (voluntary revision of annual accounts or directors’ report), in paragraph (4)(b) omit “or reporting accountant”.

3 In Article 257A (exemptions from audit)—

(a) omit paragraphs (2), (3A) and (4);

(b) in paragraph (6) for “figures for turnover or gross income” substitute “figure for turnover”;

(d) in paragraph (7) omit the definition of “gross income” and the “, and” preceding it.

4 In Article 257B (cases where exemptions not available)—

(a) in the opening words of paragraph (1) omit “or (2)”;

(b) in paragraph (1C)(b) omit from “where the company referred to” to “is not a charity”;

(d) in paragraph (4), in the opening words and in sub-paragraph (a), omit “or (2)”.

5 Omit Article 257C (report required for purposes of Article 257A(2).

6 Omit Article 257D (the reporting accountant).

7 In Article 257E (effect of exemptions) omit paragraph (2).

8 In Article 270A (index of defined expressions) omit the entry for “reporting accountant”.

Mr Secretary Darling

NS2

* To move the following Schedule:—

‘Index of defined expressions

abbreviated accounts (in Part 16)	sections 452(4) and 453(3)
accounting reference date and accounting reference period	section 397
accounting standards (in Part 16)	section 472
accounts meeting	section 445(3)
acquisition, in relation to a non-cash asset	section (“Non-cash asset”)(2)
address
— generally in the Companies Acts	section 1107
— in the company communications provisions	section 1114(1)
affirmative resolution procedure, in relation to regulations and orders	section 1254
allotment (time of)	section 572
allotment of equity securities (in Chapter 3 of Part 18)	section 574(2)
allotted share capital and allotted shares	section 560(1)(b) and (2)
annual accounts (in Part 16)	section 479
annual accounts and reports (in Part 16)	section 479
annual general meeting	section 343
annual return	section 858
appropriate audit authority (in sections 536, 537 and 538)	section 539(1)
appropriate rate of interest
— in Chapter 5 of Part 18	section 606
— in Chapter 6 of Part 18	section 623
approval after being made, in relation to regulations and orders	section 1255
arrangement
— in Chapter 7 of Part 18	section 630(1)
— in Part 27	section (Application of Part 27)(2)
articles	section 18
associate (in Chapter 3 of Part 28)	section 955
associated bodies corporate and associated company (in Part 10)	section 256
authenticated, in relation to a document or information sent or supplied to a company	section 1112
authorised group, of members of a company (in Part 15)	section (Enforcement of directors’ liabilities by shareholder action)(3)
authorised insurance company	section 1129(2)
authorised minimum (in relation to share capital of public company)	section (The authorised minimum)
available profits (in Chapter 5 of Part 19)	sections 724 and 725
banking company and banking group	section 1128
body corporate	section 1138(1)
called-up share capital	section 561
capital redemption reserve	section 746
capitalisation in relation to a company’s profits (in Part 24)	section 856(3)
cash (in relation to paying up or allotting shares)	section 597
cause of action, in relation to derivative proceedings (in Chapter 2 of Part 11)	section 265(7)
certified translation (in Part 35)	section 1073
charge (in Chapter 1 of Part 26)	section 865(5)
circulation date, in relation to a written resolution (in Part 14)	section 297
class of shares	section 643
the Companies Acts	section 2
Companies Act accounts	sections 401(1)(a) and 409(2)(a)
Companies Act group accounts	section 409(2)(a)
Companies Act individual accounts	section 401(1)(a)
companies involved in the division (in Part 27A)	section (Divisions and companies involved in a division)(2)
company
— generally in the Companies Acts	section 1
— in Chapter 7 of Part 18	section 630(1)
— in Chapter 1 of Part 26	section 865(5)
— in Chapter 2 of Part 26	section 883(6)
— in Part 27	section (Application of Part 27)(2)
— in Chapter 3 of Part 28	section 958(1)
— in the company communications provisions	section 1114(1)
the company communications provisions	section 1108
the company law provisions of this Act	section 2(2)
company records (in Part 37)	section 1100
connected with, in relation to a director (in Part 10)	sections 252 to 254
constitution, of a company
— generally in the Companies Acts	section 17
— in Part 10	section 257
controlling, of a body corporate by a director (in Part 10)	section 255
corporation	section 1138(1)
the court	section 1122
credit institution	section 1138(1)
credit transaction (in Chapter 4 of Part 10)	section 201
creditor (in Chapter 1 of Part 31)	section 977
daily default fine	section 1091
date of the offer (in Chapter 3 of Part 28)	section 958(1)
debenture	section 751
derivative claim (in Chapter 1 of Part 11)	section 260
derivative proceedings (in Chapter 2 of Part 11)	section 265
Directive disclosure requirements	section 1044
director
— generally in the Companies Acts	section 250
— in Chapter 8 of Part 10	section 240(3)
— in Chapter 1 of Part 11	section 260(5)
— in Chapter 2 of Part 11	section 265(7)
— in Part 15	section 385(1)
directors’ remuneration report	section 426
directors’ report	section 421
distributable profits
— in Chapter 2 of Part 19	section 696(1)
—elsewhere in Part 19	section 749
distribution
— in Chapter 2 of Part 19	section 696(1)
— in Part 24	section 832
division (in Part 27A)	section (Divisions and companies involved in a division)
document
— in Part 35	section 1079(1)
— in the company communications provisions	section 1114(1)
dormant, in relation to a company or other body corporate	section 1134
EEA State and related expressions	section 1135
electronic form, electronic copy, electronic means
— generally in the Companies Acts	section 1132(3) and (4)
— in relation to communications to a company	Part 3 of Schedule 4
— in relation to communications by a company	Part 3 of Schedule 5
eligible members, in relation to a written resolution	section 296
e-money issuer
— in Part 16	section 482(1)
— in Part 17	section 553
employees’ share scheme	section 1130
employer and employee (in Chapter 1 of Part 19)	section 689
enactment	section 1257
equity securities (in Chapter 3 of Part 18)	section 574(1)
equity share capital	section 562
equity shares (in Chapter 7 of Part 18)	section 630(1)
existing company (in Part 27A)	section (Application of this Part)(2)
fellow subsidiary undertakings	section 1126(4)
financial assistance (in Chapter 2 of Part 19)	section 690
financial institution	section 1138(1)
financial year, of a company	section 396
firm	section 1138(1)
fixed assets (in Part 24)	section 856
the former Companies Acts	section 1136
the Gazette	section 1138(1)
group (in Part 16)	section 482(1)
group undertaking	section 1126(5)
hard copy form and hard copy
— generally in the Companies Acts	section 1132(2)
— in relation to communications to a company	Part 2 of Schedule 4
— in relation to communications by a company	Part 2 of Schedule 5
hire-purchase agreement	section 1138(1)
holder of shares (in Chapter 3 of Part 18)	section 588
holding company	section 1124 (and see section 1125 and Schedule 7)
IAS accounts	sections 401(1)(b) and 409(1) and (2)(b)
IAS group accounts	section 409(1) and (2)(b)
IAS individual accounts	section 401(1)(b)
IAS Regulation (in Part 16)	section 482(1)
included in the consolidation, in relation to group accounts (in Part 16)	section 482(1)
individual accounts	section 400
information rights (in Part 9)	section 146(3)
insurance company	section 1129(3)
insurance group	section 1129(5)
insurance market activity	section 1129(7)
interest in shares (for the purposes of Part 23)	sections 823 to 828
international accounting standards (in Part 16)	section 482(1)
investment company (in Part 24)	section 836
ISD investment firm
— in Part 16	section 482(1)
— in Part 17	section 553
issued share capital and issued shares	section 560(1)(a) and (2)
the issuing company (in Chapter 7 of Part 18)	section 624(6)
the Joint Stock Companies Acts	section 1136
liabilities (in Part 27A)	section (Meaning of “liabilities” and “property”)
liability, references to incurring, reducing or discharging (in Chapter 2 of Part 19)	section 696(2)
limited by guarantee	section 3(3)
limited by shares	section 3(2)
limited company	section 3
the main register (of members) (in Chapter 3 of Part 8)	section 131(1)
major audit (in sections 536 and 539)	section 539(2)
market purchase, by a company of its own shares (in Chapter 4 of Part 19)	section 706(4)
member, of a company
— generally in the Companies Acts	section 112
— in Chapter 1 of Part 11	section 260(5)
— in Chapter 2 of Part 11	section 265(7)
memorandum of association	section 8
merger (in Part 27A)	section (Mergers and merging companies)
merging companies (in Part 27A)	section (Mergers and merging companies)(2)
merger by absorption (in Part 27A)	section (Mergers and merging companies)(1)(a)
merger by formation of a new company (in Part 27A)	section (Mergers and merging companies)(1)(b)
negative resolution procedure, in relation to regulations and orders	section 1253
net assets (in Part 7)	section 92
new company (in Part 27A)	section (Application of this Part)(2)
non-cash asset	section (“Non-cash asset”)
non-voting shares (in Chapter 3 of Part 28)	section 958(1)
number, in relation to shares	section 554(4)(b)
off-market purchase, by a company of its own shares (in Chapter 4 of Part 19)	section 706(2)
offer period (in Chapter 2 of Part 28)	section 938(1)
offer to the public (in Chapter 1 of Part 21)	section 769
offeror
— in Chapter 2 of Part 28	section 938(1)
— in Chapter 3 of Part 28	section 958(1)
officer, in relation to a body corporate	section 1138(1)
officer in default	section 1087
official seal, of registrar	section 1028
opted-in company (in Chapter 2 of Part 28)	section 938(1)
opting-in resolution (in Chapter 2 of Part 28)	section 933(1)
opting-out resolution (in Chapter 2 of Part 28)	section 933(5)
ordinary resolution	section 289
ordinary shares (in Chapter 3 of Part 18)	section 574(1)
organisation (in Part 15)	section 385(1)
other relevant transactions or arrangements (in Chapter 4 of Part 10)	section 209
overseas company	section 1011
overseas branch register	section 129(1)
paid up	section 597
the Panel (in Part 28)	section 909
parent company	section 1138(1)
parent undertaking	section 1127 (and see Schedule 8)
payment for loss of office (in Chapter 4 of Part 10)	section 214
pension scheme (in Chapter 1 of Part 19)	section 688
period for appointing auditors, in relation to a private company	section 499(2)
period for filing, in relation to accounts and reports for a financial year	section 450
permissible capital payment (in Chapter 5 of Part 19)	section 723
political donation (in Part 15)	section 370
political expenditure (in Part 15)	section 371
political organisation (in Part 15)	section 369(2)
prescribed	section 1131
private company	section 4
profit and loss account (in Part 16)	section 482(1) and (2)
profits and losses (in Part 24)	section 856(2)
profits available for distribution (for the purposes of Part 24)	section 833(2)
property (in Part 27A)	section (Meaning of “liabilities” and “property”)
protected information (in Chapter 8 of Part 10)	section 240
provision for entrenchment, in relation to a company’s articles	section 22
public company	section 4
publication, in relation to accounts and reports (in sections 441 to 443)	section 444
qualified, in relation to an auditor’s report etc (in Part 17)	section 553
qualifying shares (in Chapter 6 of Part 19)	section 737(2)
qualifying third party indemnity provision (in Chapter 7 of Part 10)	section 234
qualifying pension scheme indemnity provision (in Chapter 7 of Part 10)	section 235
quasi-loan (in Chapter 4 of Part 10)	section 199
quoted company
— in Part 14	section 367
— in Part 16	section 391
— in Chapter 5 of Part 17	section 545 (and section 391)
realised profits and losses (in Part 24)	section 856(4)
redeemable shares	section 697(1)
redenominate	section 636(1)
redenomination reserve	section 642
the register	section 1046
register of charges, kept by registrar
— in England and Wales and Northern Ireland	section 873
— in Scotland	section 889
register of directors	section 162
register of directors’ residential addresses	section 165
register of members	section 113
register of secretaries	section 275
registered number, of a branch of an overseas company	section 1033
registered number, of a company	section 1032
registered office, of a company	section 86
registrar and registrar of companies	section 1026
registrar’s index of company names	section 1065
registrar’s rules	section 1083
registration in a particular part of the United Kingdom	section 1026(4)
regulated activity
— generally in the Companies Acts	section 1138(1)
— in Part 16	section 482(1)
regulated market	section 1138(1)
relevant accounts (in Part 24)	section 839(2)
requirements for proper delivery (in Part 35)	section 1038 (and see section (Power to accept documents not meeting requirements for proper delivery))
requirements of this Act	section 1137
securities (and related expressions)
— in Chapter 1 of Part 21	section 768(5)
— in Chapter 2 of Part 22	section 793
senior statutory auditor	section 518
sent or supplied, in relation to documents or information (in the company communications provisions)	section 1114(2) and (3)
service address	section 1106
service contract, of a director (in Part 10)	section 227
shadow director	section 251
share
— generally in the Companies Acts	section 554 (and see section 1126(2))
— in Part 23	section 801
— in section 1127 and Schedule 8	section 1127(7)
share capital, company having a	section 559
share exchange ratio
— in Chapter 2 of Part 27A	section (Draft terms of scheme (merger))(2)
— in Chapter 3 of Part 27A	section (Draft terms of scheme (division))(2)
share premium account	section 624(1)
share warrant	section 789(1)
small companies regime, for accounts and reports	section 387
solvency statement (in sections 655 to 658)	section 657
special notice, in relation to a resolution	section 319
special resolution	section 290
statutory accounts	section 442(3)
subsidiary	section 1124 (and see section 1125 and Schedule 7)
subsidiary undertaking	section 1127 (and see Schedule 8)
summary financial statement	section 432
takeover bid (in Chapter 2 of Part 28)	section 938(1)
takeover offer (in Chapter 3 of Part 28)	section 941
the Takeovers Directive
— in Chapter 1 of Part 28	section 910(8)
— in Chapter 2 of Part 28	section 938(1)
trading certificate	section 774(1)
transfer, in relation to a non-cash asset	section (“Non-cash asset”)(2)
treasury shares	section 737(5)
turnover
— in Part 16	section 482(1)
— in Part 17	section 553
UCITS management company
— in Part 16	section 482(1)
— in Part 17	section 553
UK-registered company	section (Meaning of “UK-registered company”)
uncalled share capital	section 561
unconditional, in relation to a contract to acquire shares (in Chapter 3 of Part 28)	section 958(2)
undistributable reserves	section 834(4)
undertaking	section 1126(1)
unique identifier	section 1048
unlimited company	section 3
unquoted company (in Part 16)	section 391
voting rights
— in Chapter 2 of Part 28	section 938(1)
— in Chapter 3 of Part 28	section 958(1)
— in section 1124 and Schedule 7	paragraph 2 of Schedule 7
— in section 1127 and Schedule 8	paragraph 2 of Schedule 8
voting shares
— in Chapter 2 of Part 28	section 938(1)
— in Chapter 3 of Part 28	section 958(1)
website, communication by a company by means of	Part 4 of Schedule 5
Welsh company	section 88
wholly-owned subsidiary	section 1124(2) (and see section 1125 and Schedule 7)
working day, in relation to a company	section 1138(1)
written resolution	section 295’

Prepared: 17 October 2006