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

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

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

69

Page 350, line 24 [Clause 739], leave out ‘divided’ and insert ‘dividend’.


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

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

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

71

Page 353, line 25 [Clause 740], leave out ‘719(3)’ and insert ‘719(b)(i) or 742’.


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

800

Page 354, line 12 [Clause 747], leave out from ‘company’ to end of line 14.


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

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

75

Page 361, line 17 [Clause 765], after ‘is’ insert ‘not’.

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

76

Page 361, line 17 [Clause 765], leave out from ‘debenture’ to ‘for’ in line 19.

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

73

Page 361, line 21 [Clause 765], leave out subsection (4).

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

77

Page 361, line 36 [Clause 767], after ‘taken’ insert ‘,’.

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

78

Page 361, line 36 [Clause 767], after ‘debentures’ insert ‘,’.


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

74

Page 362, line 1 [Clause 767], leave out ‘that Schedule’ and insert ‘those Schedules’.


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

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.’.

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

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,’.


 
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Prepared: 18 October 2006