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

back to previous text

Mr Secretary Darling

146

Page 32, line 38 [Clause 74], after ‘order’ insert ‘or determination’.

Mr Secretary Darling

147

Page 32, line 38 [Clause 74], at end insert—

      ‘(5) If the court determines a new name for the company it must give notice of the determination—

        (a) to the parties to the appeal, and

        (b) to the registrar.’.


Mr Secretary Darling

148

Page 33, line 10 [Clause 75], leave out ‘direction under this section’ and insert ‘such direction’.

Mr Secretary Darling

149

Page 33, line 33 [Clause 76], at end insert—

      ‘( ) The direction must be in writing.’.


Mr Secretary Darling

150

Page 34, line 21 [Clause 77], leave out paragraph (b) and insert—

        ‘(b) on the determination of a new name by a company names adjudicator under section 73 (powers of adjudicator on upholding objection to company name);

        (c) on the determination of a new name by the court under section 74 (appeal against decision of company names adjudicator);

        (d) under section 999 (company’s name on restoration to the register).’.


Mr Secretary Darling

208

Page 36, line 32 [Clause 84], leave out ‘in the case of continued contravention, to’ and insert ‘for continued contravention,’.

Mr Secretary Darling

151

Page 36, line 34 [Clause 84], at end insert—

      ‘( ) The regulations may provide that, for the purposes of any provision made under subsection (1), a shadow director of the company is to be treated as an officer of the company.’.


NEW CLAUSES RELATING TO PART 15

Enforcement of directors liabilities by shareholder action

Mr Secretary Darling

NC81

    To move the following Clause:—

      ‘(1) Any liability of a director under section 376 is enforceable—

        (a) in the case of a liability of a director of a company to that company, by proceedings brought under this section in the name of the company by an authorised group of its members;

        (b) in the case of a liability of a director of a holding company to a subsidiary, by proceedings brought under this section in the name of the subsidiary by—

          (i) an authorised group of members of the subsidiary, or

          (ii) an authorised group of members of the holding company.

      (2) This is in addition to the right of the company to which the liability is owed to bring proceedings itself to enforce the liability.

      (3) An “authorised group” of members of a company means—

        (a) the holders of not less than 5% in nominal value of the company’s issued share capital,

        (b) if the company is not limited by shares, not less than 5% of its members, or

        (c) not less than 50 of the company’s members.

      (4) The right to bring proceedings under this section is subject to the provisions of section (Enforcement of directors’ liabilities by shareholder action: supplementary provisions).

      (5) Nothing in this section affects any right of a member of a company to bring or continue proceedings under Part 11 (derivative claims or proceedings).’.


Enforcement of directors liabilities by shareholder action: supplementary

Mr Secretary Darling

NC82

    To move the following Clause:—

      ‘(1) A group of members may not bring proceedings under section (Enforcement of directors’ liabilities by shareholder action) in the name of a company unless—

        (a) the group has given written notice to the company stating—

          (i) the cause of action and a summary of the facts on which the proceedings are to be based,

          (ii) the names and addresses of the members comprising the group, and

          (iii) the grounds on which it is alleged that those members constitute an authorised group; and

        (b) not less than 28 days have elapsed between the date of the giving of the notice to the company and the bringing of the proceedings.

      (2) Where such a notice is given to a company, any director of the company may apply to the court within the period of 28 days beginning with the date of the giving of the notice for an order directing that the proposed proceedings shall not be brought, on one or more of the following grounds—

        (a) that the unauthorised amount has been made good to the company;

        (b) that proceedings to enforce the liability have been brought, and are being pursued with due diligence, by the company;

        (c) that the members proposing to bring proceedings under this section do not constitute an authorised group.

      (3) Where an application is made on the ground mentioned in subsection (2)(b), the court may as an alternative to directing that the proposed proceedings under section (Enforcement of directors’ liabilities by shareholder action) are not to be brought, direct—

        (a) that such proceedings may be brought on such terms and conditions as the court thinks fit, and

        (b) that the proceedings brought by the company—

          (i) shall be discontinued, or

          (ii) may be continued on such terms and conditions as the court thinks fit.

      (4) The members by whom proceedings are brought under section (Enforcement of directors’ liabilities by shareholder action) owe to the company in whose name they are brought the same duties in relation to the proceedings as would be owed by the company’s directors if the proceedings were being brought by the company.

      But proceedings to enforce any such duty may be brought by the company only with the permission of the court.

      (5) Proceedings brought under section (Enforcement of directors’ liabilities by shareholder action) may not be discontinued or settled by the group except with the permission of the court, which may be given on such terms as the court thinks fit.’.


Trade unions

Mr Secretary Darling

NC83

    To move the following Clause:—

      ‘(1) A donation to a trade union, other than a contribution to the union’s political fund, is not a political donation for the purposes of this Part.

      (2) A trade union is not a political organisation for the purposes of section 371 (meaning of “political expenditure”).

      (3) In this section—

      “trade union” has the meaning given by section 1 of Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52) or Article 3 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5));

      “political fund” means the fund from which payments by a trade union in the furtherance of political objects are required to be made by virtue of section 82(1)(a) of that Act or Article 57(2)(a) of that Order.’.


Expenditure on lobbying

Mr Edward Davey
David Howarth
Lorely Burt
Susan Kramer

NC76

    To move the following Clause:—

      ‘(1) A company must not in any financial year incur expenditure on lobbying activity in excess of the limit then in force, unless the expenditure has been authorised by a resolution of the members of the company.

      (2) The provisions of sections 372(2) to (5), 372(6)(b), 372(7), 373(1), 373(2), 373(4), 373(6), 373(7), 374 and 375 to 379 shall apply to a resolution under this section.

      (3) The Secretary of State shall have power to make regulations, which shall be subject to the affirmative resolution procedure, to—

        (a) set the limit, and

        (b) exempt, to any extent the Secretary of State sees fit, expenditure incurred by companies in responding to requests for information initiated by governmental or parliamentary bodies,

      but if the Secretary of State fails to set the limit, the limit shall be £1,000.

      (4) Companies must report expenditure on lobbying activity in excess of the limit in a form to be specified by the Secretary of State by regulations, which shall be subject to the affirmative resolution procedure.

      (5) Failure to comply with reporting requirements established under subsection (4) shall count as a violation of the duty to keep accounting records under section 392 and shall be punishable in accordance with section 393.

      (6) This section applies to overseas companies, as defined in section 1011, as well as to UK companies, and the powers of the Secretary of State in Part 34 shall be deemed to include a power to require overseas companies to report their expenditure on lobbying activity in excess of the limit.

      (7) “Lobbying activity” means any activity intended directly or indirectly to influence legislation or policy at any level of government in the United Kingdom.’.


AMENDMENTS RELATING TO PART 15

Mr Edward Davey
David Howarth
Lorely Burt
Susan Kramer

687

Page 168 [Clause 372], leave out lines 34 and 35 and insert—

      ‘(3) Subsection (2)(b)(i) shall not apply where a company is a wholly owned subsidiary of a UK company.’.

Mr Secretary Darling

495

Page 168, line 35 [Clause 372], leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

496

Page 168, line 41 [Clause 372], leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

497

Page 168, line 43 [Clause 372], leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

706

Page 168, line 44 [Clause 372], leave out sub-paragraph (ii).


Mr Secretary Darling

499

Page 169, line 1 [Clause 372], leave out subsection (5).


Mr Secretary Darling

647

Page 170, line 1, leave out Clause 374.

Mr Secretary Darling

500

Page 170, line 38 [Clause 376], leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

501

Page 170, line 40 [Clause 376], leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

707

Page 170, line 41 [Clause 376], leave out sub-paragraph (ii).

Mr Secretary Darling

503

Page 170, line 43 [Clause 376], leave out subsection (5).


Mr Secretary Darling

708

Page 171, line 14, leave out Clause 377.


Mr Secretary Darling

709

Page 172, line 23 [Clause 378], leave out from ‘under’ to ‘(“the’ in line 24 and insert ‘section (Enforcement of directors’ liabilities by shareholder action) in the name of a company (“the company”) by an authorised group’.

Mr Secretary Darling

710

Page 172, line 43 [Clause 379], leave out ‘section 377’ and insert ‘section (Enforcement of directors’ liabilities by shareholder action) in the name of a company’.


Mr Secretary Darling

711

Page 173, line 11, leave out Clause 380.

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

376

Page 173, line 12 [Clause 380], at end insert ‘provided that it satisfies the conditions set out in subsection (3).’.

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

377

Page 173, line 15 [Clause 380], at end insert—

      ‘(3) The conditions are that the trade union currently has in force a political resolution authorising the trade union to apply its funds in the furtherance of political objects and such political resolution authorised donations or expenditure under one or more of the following heads—

        (a) donations to political parties or independent election candidates,

        (b) donations to political organisations other than political parties, and

        (c) political expenditure,

      in each case up to a specified amount in the period for which the resolution has effect; and for this purpose “political resolution” shall have the meaning set out in the Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52) save that the reference in section 73(3) of such act to “ten years” shall be deemed to be “four years”.’.


NEW CLAUSES RELATING TO PART 14

Inspection of records of resolutions and meetings

Mr Secretary Darling

NC9

    To move the following Clause:—

      ‘(1) The records referred to in section 362 (records of resolutions etc) relating to the previous ten years 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).

      (2) The company must give notice to the registrar—

        (a) of the place at which the records 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.

      (3) The records must be open to the inspection of any member of the company without charge.

      (4) Any member may require a copy of any of the records on payment of such fee as may be prescribed.

      (5) If default is made for 14 days in complying with subsection (2) or an inspection required under subsection (3) is refused, or a copy requested under subsection (4) is not sent, an offence is committed by every officer of the company who is in default.

      (6) 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, to a daily default fine not exceeding one-tenth of level 3 on the standard scale.

      (7) In a case in which an inspection required under subsection (3) is refused or a copy requested under subsection (4) is not sent, the court may by order compel an immediate inspection of the records or direct that the copies required be sent to the persons who requested them.’.


Saving for provisions of articles as to determination of entitlement to vote

Mr Secretary Darling

NC13

    To move the following Clause:—

      ‘Nothing in this Chapter affects—

        (a) any provision of a company’s articles—

          (i) requiring an objection to a person’s entitlement to vote on a resolution to be made in accordance with the articles, and

          (ii) for the determination of any such objection to be final and conclusive, or

        (b) the grounds on which such a determination may be questioned in legal proceedings.’.


Computation of periods of notice etc: clear day rule

Mr Secretary Darling

NC14

    To move the following Clause:—

      ‘(1) This section applies for the purposes of the following provisions of this Part—

      section 314(1) and (2) (notice required of general meeting),

      section 319(1) and (3) (resolution requiring special notice),

      section 321(4)(d) (request to circulate members’ statement),

      section 323(2)(b) (expenses of circulating statement to be deposited or tendered before meeting),

      section 345(4)(d)(i) (request to circulate member’s resolution at AGM of public company), and

      section 347(2)(b)(i) (expenses of circulating statement to be deposited or tendered before meeting).

      (2) Any reference in those provisions to a period of notice, or to a period before a meeting by which a request must be received or sum deposited or tendered, is to a period of the specified length excluding—

        (a) the day of the meeting, and

        (b) the day on which the notice is given, the request received or the sum deposited or tendered.’.


AMENDMENTs RELATING TO PART 14

Mr Secretary Darling

643

Page 135, line 23 [Clause 288], at end insert—

      ‘(2A) Where a provision of the Companies Acts—

        (a) requires a resolution of a company, or of the members (or a class of members) of a company, and

        (b) does not specify what kind of resolution is required,

      what is required is an ordinary resolution unless the company’s articles require a higher majority (or unanimity).’.


Jim Cousins
Mr Austin Mitchell
John McDonnell

682

Page 137, line 1 [Clause 291], at end insert—

      ‘(3A) Directors of the company shall be ineligible to cast any proxy votes.’.

Mr Secretary Darling

301

Page 137, line 35, leave out Clause 294.


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

355

Page 142, line 23 [Clause 307], at end insert—

      ‘( ) Nothing in this Chapter affects a provision of a company’s articles which provides for a resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting, or at a meeting of any class of members of the company, at which he was present (whether such resolution consists of one instrument executed by or on behalf of each such member or of several instruments in the like form each executed by or on behalf of one or more such members) to be as effectual as if it had been passed at a general meeting, or at a meeting of any class of members of the company, duly convened and held. A resolution in writing passed in accordance with such a provision of the company’s articles shall be treated as if it were a “written resolution” for the purposes of this Chapter.’.


Mr Secretary Darling

443

Page 143, line 6 [Clause 310], leave out ‘who hold’ and insert ‘representing’.


Mr Secretary Darling

302

Page 144, line 25 [Clause 312], leave out ‘their services to’ and insert ‘the services of’.


Mr Secretary Darling

348

Page 145 [Clause 314], leave out line 16.

Mr Secretary Darling

349

Page 145, line 28 [Clause 314], at end insert—

      ‘( ) Subsections (5) and (6) do not apply to an annual general meeting of a public company (see instead section 344(2)).’.


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

418

Page 146, line 2 [Clause 316], at end insert ‘and

        (d) be communicated directly to the member either in electronic form or in hard copy form’.


Mr Secretary Darling

444

Page 147, line 30 [Clause 321], at end insert—

      ‘See also section 153 (exercise of rights where shares held on behalf of others).’.


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

419

Page 149, line 30 [Clause 327], at end insert—

      ‘(1A) The chairman must demand a poll when he is aware that the outcome would be different from that reached on a show of hands.’.

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

420

Page 149, line 30 [Clause 327], at end insert—

      ‘(1A) The chairman must announce the number of proxy votes in favour and against each resolution, before such a resolution is put to a vote of members in general meeting.’.


 
previous Section contents continue
 
House of Commons home page Houses of Parliament home page House of Lords home page search Page enquiries ordering index

© Parliamentary copyright 2006
Prepared: 18 October 2006