House of Commons - Amendments

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

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Mr Secretary Darling

NS3

* To move the following Schedule:—

‘Repeals

Company law repeals (Great Britain)

Short title and chapter	Extent of repeal
Companies Act 1985 (c. 6)	Sections 1 to 430F.
	In section 437— (a) in subsection (1), the second sentence, and (b) subsections (1B) and (1C).
	Section 438.
	In section 439— (a) in subsection (2), “, or is ordered to pay the whole or any part of the costs of proceedings brought under section 438”, (b) subsections (3) and (7), and (c) in subsection (8), “; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)”.
	Section 442(2).
	Section 446.
	In section 448(7), the words “and liable to a fine.” to the end.
	Section 449(7).
	Section 450(4).
	Section 451(3).
	In section 453(1A)— (a) paragraph (b), and (b) paragraph (d) and the word “and” preceding it.
	Section 453A(6).
	Sections 458 to 461.
Companies Act 1985 (c. 6)—cont.	Sections 651 to 746.
	Schedules 1 to 15B.
	Schedules 20 to 25.
Insolvency Act 1985 (c. 65)	Schedule 6.
Insolvency Act 1986 (c. 45)	In Schedule 13, in Part 1, the entries relating to the following provisions of the Companies Act 1985— (a) section 13(4), (b) section 44(7), (c) section 103(7), (d) section 131(7), (e) section 140(2), (f) section 156(3), (g) section 173(4), (h) section 196, (i) section 380(4), (j) section 461(6), (k) section 462(5), (l) section 463(2), (m) section 463(3), (n) section 464(6), (o) section 657(2), (p) section 658(1), and (q) section 711(2).
Building Societies Act 1986 (c. 53)	Section 102C(5).
Finance Act 1988 (c. 39)	In section 117(3), from the beginning to “that section”;”.
Finance Act 1988 (c. 39)	In section 117(4), the words “and (3)”.
Water Act 1989 (c. 15)	In Schedule 25, paragraph 71(3).
Companies Act 1989 (c. 40)	Sections 1 to 22.
	Section 56(5).
	Sections 57 and 58.
	Section 64(2).
	Section 66(3).
	Section 71.
	Sections 92 to 110.
	Sections 113 to 138.
	Section 139(1) to (3).
	Sections 141 to 143.
	Section 144(1) to (3) and (6).
	Section 207.
	Schedules 1 to 9.
	In Schedule 10, paragraphs 1 to 24.
	Schedules 15 to 17.
	In Schedule 18, paragraphs 32 to 38.
	In Schedule 19, paragraphs 1 to 9 and 11 to 21.
Age of Legal Capacity (Scotland) Act 1991 (c. 50)	In Schedule 1, paragraph 39.
Water Consolidation (Consequential Provisions) Act 1991 (c. 60)	In Schedule 1, paragraph 40(2).
Charities Act 1992 (c. 41)	In Schedule 6, paragraph 11.
Charities Act 1993 (c. 10)	In Schedule 6, paragraph 20.
Criminal Justice Act 1993 (c. 36)	In Schedule 5, paragraph 4.
Welsh Language Act 1993 (c. 38)	Section 30.
Pension Schemes Act 1993 (c. 48)	In Schedule 8, paragraph 16.
Trade Marks Act 1994 (c. 26)	In Schedule 4, in paragraph 1(2), the reference to the Companies Act 1985.
Deregulation and Contracting Out Act 1994 (c. 40)	Section 13(1).
	Schedule 5.
	In Schedule 16, paragraphs 8 to 10.
Requirements of Writing (Scotland) Act 1995 (c. 7)	In Schedule 4, paragraphs 51 to 56.
Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c. 40)	In Schedule 4, paragraph 56(3) and (4).
Disability Discrimination Act 1995 (c. 50)	In Schedule 6, paragraph 4.
Financial Services and Markets Act 2000 (c. 8)	Section 143.
Financial Services and Markets Act 2000 (c. 8)	Section 263.
Limited Liability Partnerships Act 2000 (c. 12)	In the Schedule, paragraph 1.
Political Parties, Elections and Referendums Act 2000 (c. 41)	Sections 139 and 140.
	Schedule 19.
	In Schedule 23, paragraphs 12 and 13.
Criminal Justice and Police Act 2001 (c. 16)	Section 45.
Criminal Justice and Police Act 2001 (c. 16)	In Schedule 2, paragraph 17.
Enterprise Act 2002 (c. 40)	In Schedule 17, paragraphs 3 to 8.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Sections 7 to 10.
	Section 11(1).
	Sections 12 and 13.
	Sections 19 and 20.
	Schedule 1.
	In Schedule 2, paragraphs 5 to 10, 22 to 24 and 26.
	In Schedule 6, paragraphs 1 to 9.
Civil Partnership Act 2004 (c. 33)	In Schedule 27, paragraphs 99 to 105.
Constitutional Reform Act 2005 (c. 4)	In Schedule 11, in paragraph 4(3), the reference to the Companies Act 1985.

Repeals and revocations relating to Northern Ireland

Short title and chapter	Extent of repeal or revocation
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))	The whole Order.
Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9))	The whole Order.
Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7))	The whole Order.
Industrial Relations (Northern Ireland) Order 1987 (S.I. 1987/936 N.I. 9))	Article 3.
Finance Act 1988 (c. 39)	In section 117(3), the words from “and for” to the end.
Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18))	The whole Order.
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))	In Schedule 7, in the entry relating to Article 166(4), the word “office”.
	In Schedule 9, Part I.
European Economic Interest Groupings Regulations (Northern Ireland) 1989 (S.R. 1989/216)	The whole Regulations.
Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5))	The whole Order.
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))	Parts II to IV.
	Part VI.
	Schedules 1 to 6.
Criminal Justice Act 1993 (c. 36)	In Schedule 5, Part 2.
Criminal Justice Act 1993 (c. 36)	Schedule 6.
Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))	Article 15.
Deregulation and Contracting Out Act 1994 (c. 40)	Section 13(2).
Deregulation and Contracting Out Act 1994 (c. 40)	Schedule 6.
Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22))	In Schedule 3, paragraph 7.
Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))	Article 11.
	Schedule 2.
	In Schedule 5, paragraph 4.
Youth Justice and Criminal Evidence Act 1999 (c. 23)	In Schedule 4, paragraph 18.
Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N.I.))	The whole Act.
Open-Ended Investment Companies Act (Northern Ireland) 2002 (c. 13)	The whole Act.
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))	In Schedule 3, paragraphs 3 to 5.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Section 11(2).
	In Schedule 2, paragraphs 11 to 15.
Law Reform (Miscellaneous Provisions) (Northern Ireland) Order 2005 (S.I. 2005/1452 (N.I. 7))	Article 4(2).
Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17))	The whole Order.

Other repeals

Short title and chapter	Extent of repeal or revocation
Limited Partnerships Act 1907 (c. 24)	In section 16(1)— (a) the words “, and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 5p for each inspection”; (b) the words from “and there shall be paid for such certificate” to the end.
Limited Partnerships Act 1907 (c. 24)	In section 17— (a) the words “(but as to fees with the concurrence of the Treasury)”; (b) paragraph (a).
Business Names Act 1985 (c. 7)	The whole Act.
Companies Act 1989 (c. 40)	Sections 24 to 54.
Companies Act 1989 (c. 40)	Schedules 11 to 13.
Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c. 40)	In Schedule 4, paragraph 74(2).
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Sections 1 to 6.
	In Schedule 2, Part 1.
Civil Partnership Act 2004 (c. 33)	In Schedule 27, paragraph 128.’.

amendments to schedules

Mr Secretary Darling

199

Page 623, line 6 [Schedule 3], leave out paragraphs 1 to 33.

Mr Secretary Darling

200

Page 636, line 7 [Schedule 3], leave out paragraphs 41 to 44.

Mr Secretary Darling

565

Page 637, line 29 [Schedule 4], leave out paragraph 1 and insert—

‘1 (1) This Schedule applies to documents or information sent or supplied to a company.

(2) It does not apply to documents or information sent or supplied by another company (see section 1109(3) and Schedule 5).’.

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

122

Page 637, line 30 [Schedule 4], leave out ‘1109(4)’ and insert ‘1109(3)’.

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

123

Page 638, line 5 [Schedule 4], leave out ‘prepays and posts an’ and insert ‘posts a prepaid’.

Mr Secretary Darling

566

Page 638, line 19 [Schedule 4], leave out sub-paragraph (2).

Mr Secretary Darling

567

Page 638, line 31 [Schedule 4], leave out ‘in electronic form’.

Mr Secretary Darling

568

Page 639, line 6 [Schedule 4], leave out sub-paragraph (2).

Mr Secretary Darling

569

Page 639, line 14 [Schedule 5], leave out ‘companies that are not traded companies’ and insert ‘a company’.

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

124

Page 639, line 27 [Schedule 5], leave out ‘prepays and posts an’ and insert ‘posts a prepaid’.

Mr Secretary Darling

570

Page 640, line 13 [Schedule 5], leave out sub-paragraph (2).

Mr Secretary Darling

450

Page 641, line 16 [Schedule 5], leave out paragraph (b) and insert—

‘(b) as a person nominated by a member in accordance with the company’s articles to enjoy or exercise all or any specified rights of the member in relation to the company, or

Mr Secretary Darling

571

Page 641, line 1 [Schedule 5], leave out sub-paragraph (2).

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

125

Page 641, line 17 [Schedule 5], leave out ‘made under section 137’.

Mr Secretary Darling

451

Page 641, line 25 [Schedule 5], leave out ‘member of the company or entitled’.

Mr Secretary Darling

452

Page 641, line 29 [Schedule 5], leave out ‘member or entitled’.

Mr Secretary Darling

453

Page 641, line 36 [Schedule 5], leave out ‘member or entitled’.

Mr Secretary Darling

705

Page 641, line 43 [Schedule 5], leave out sub-paragraph (5) and insert—

‘(5) Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a resolution under this paragraph.’.

Mr Secretary Darling

572

Page 643, line 31 [Schedule 5], leave out sub-paragraph (2).

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

126

Page 644, line 4 [Schedule 5], at end insert—

‘(5) This Schedule applies to entitled persons nominated under section 145.’.

Mr Secretary Darling

573

Page 644, line 28, leave out Schedule 6.

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

127

Page 645 [Schedule 6], leave out ‘prepays and posts an’ and insert ‘posts a prepaid’.

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

128

Page 647, line 31 [Schedule 6], leave out ‘137’ and insert ‘151’.

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

129

Page 653, line 12 [Schedule 7], after ‘held’, insert ‘by a person’.

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

130

Page 653, line 13 [Schedule 7], leave out first ‘his’ and insert ‘the other’s’.

Mr Secretary Darling

835

* Page 656, line 11, leave out Schedule 9.

Mr Secretary Darling

201

Page 686, line 24 [Schedule 13], leave out ‘226 of the Companies Act 1985 (c. 6)’ and insert ‘400’.

Mr Secretary Darling

202

Page 686, line 28 [Schedule 13], leave out ‘226 of the Companies Act 1985’ and insert ‘400’.

Mr Secretary Darling

203

Page 686, line 30 [Schedule 13], leave out ‘that’ and insert ‘this’.

Mr Secretary Darling

204

Page 688, line 2 [Schedule 14], leave out ‘Company Law Reform’ and insert ‘Companies’.

Mr Secretary Darling

205

Page 688, line 8 [Schedule 14], leave out ‘Company Law Reform’ and insert ‘Companies’.

Mr Secretary Darling

336

Page 690, line 1 [Schedule 15], leave out ‘In section 102A(3)’ and insert—

‘( ) Section 102A (meaning of “securities” etc) is amended as follows.

( ) After subsection (3) insert—

“(3A) “Debt securities” has the meaning given in Article 2.1(b) of the transparency obligations directive.”

( ) In subsection (3)’.

Mr Secretary Darling

337

Page 690, line 3 [Schedule 15], at end insert—

‘( ) In subsection (6) (meaning of “issuer”), after paragraph (a) insert—

“(aa) in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented;”.’.

Mr Secretary Darling

338

Page 690, line 9 [Schedule 15], at end insert—

‘““transparency rules” has the meaning given by section 89A(6);”.’.

Mr Secretary Darling

816

Page 690, line 11 [Schedule 15], at end insert—

‘ In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure) of the Financial Services and Markets Act 2000 (c. 8) after “section” insert “90B or”.’.

Mr Secretary Darling

836

* Page 691, line 3, leave out Schedule 16.

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

144

Page 691, line 49 [Schedule 16], at end insert—

‘Sections 428 to 439F.’.

ORDERS OF THE HOUSE [6TH JUNE AND 5TH JULY 2006]

That the following provisions shall apply to the Company Law Reform Bill [Lords]:

Committal

1. The Bill shall be committed to a Standing Committee.

Proceedings in Standing Committee

2. Proceedings in the Standing Committee shall (so far as not previously concluded) be brought to a conclusion on Thursday 20th July 2006.

3. The Standing Committee shall have leave to sit twice on the first day on which it meets.

Consideration and Third Reading

4. Proceedings on consideration shall (so far as not previously concluded) be brought to a conclusion one hour before the moment of interruption on the day on which those proceedings are commenced.

5. Proceedings on consideration shall (so far as not previously concluded be brought to a conclusion at the moment of interruption on that day.

6. Standing Order No. 83B (Programming committees) shall not apply to proceedings on consideration and Third Reading.

Other proceedings

7. Any other proceedings on the Bill (including any proceedings on consideration of any message from the Lords) may be programmed.


© Parliamentary copyright 2006	Prepared: 17 October 2006