| Company Law Reform Bill [Lords] - continued | House of Commons |
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Mr Secretary Darling 555 Page 527, line 36 [Clause 1104], at end insert— ‘( ) Further provision as to service and other matters is made in the company communications provisions (see section 1108).’. Mr Secretary Darling 556 Page 528, line 29 [Clause 1105], at end insert— ‘( ) Further provision as to service and other matters is made in the company communications provisions (see section 1108).’. Mr Secretary Darling 557 Page 529, line 3 [Clause 1108], after ‘1114’ insert ‘and Schedules 4 and 5’. Mr Secretary Darling 558 Page 529, line 7 [Clause 1108], leave out subsection (2) and insert— ‘(2) The company communications provisions have effect subject to any requirements imposed, or contrary provision made, by or under any enactment. (3) In particular, in their application in relation to documents or information to be sent or supplied to the registrar, they have effect subject to the provisions of Part 35. (4) For the purposes of subsection (2), provision is not to be regarded as contrary to the company communications provisions by reason only of the fact that it expressly authorises a document or information to be sent or supplied in hard copy form, in electronic form or by means of a website.’. Mr Secretary Darling 559 Page 529 [Clause 1109], leave out lines 15 to 18 and insert ‘in accordance with the provisions of Schedule 5.’. Mr Secretary Darling 560 Page 529, line 22, leave out Clause 1110. Mr Secretary Darling 561 Page 530, line 9 [Clause 1111], leave out subsection (6). Mr Secretary Darling 562 Page 531, line 9 [Clause 1113], leave out paragraph (a). Mr Secretary Darling 563 Page 531, line 23 [Clause 1114], at end insert— ‘“company” includes any body corporate;’. Mr Secretary Darling 564 Page 531 [Clause 1114], leave out lines 26 and 27. Mr Secretary Darling 253 Page 535, line 39 [Clause 1123], leave out subsection (3). Mr Secretary Darling 655 Page 541, line 1, leave out Clause 1133. Mr Secretary Darling 828 Page 542, line 19 [Clause 1138], leave out from ‘that’ to ‘under’ and insert ‘, whether or not a legal person, is not regarded as a body corporate’. Mr Alan Duncan
109 Page 542, line 20 [Clause 1138], at end insert ‘, or (c) a Scottish firm.’. Mr Secretary Darling 518 Page 542, line 21 [Clause 1138], leave out from ‘Article’ to end of line 26 and insert ‘4.1(a) of Directive 2006/48/EC of the European Parliament and of the Council relating to the taking up and pursuit of the business of credit institutions;’. Mr Secretary Darling 829 Page 542, line 42 [Clause 1138], at end insert— ‘“hire-purchase agreement” has the same
meaning as in the Mr Secretary Darling 830 Page 542, line 42 [Clause 1138], at end insert— ‘“officer”, in relation to a body corporate, includes a director, manager or secretary;’. Mr Secretary Darling 831 Page 542, line 44 [Clause 1138], at end insert— ‘“regulated activity” has the meaning
given in section 22 of the Mr Secretary Darling 832 Page 543, line 3 [Clause 1138], after
‘bank holiday’ insert ‘under the Mr Secretary Darling 307 Page 543 [Clause 1138], leave out lines 5 to 7 and insert— ‘(2) In relation to an EEA State that has not implemented Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, the following definition of “regulated market” has effect in place of that in subsection (1) —’. Mr Secretary Darling 833 Page 543, line 13 [Clause 1139], leave out subsection (2). Mr Alan Duncan
110 Page 543, line 17 [Clause 1139], leave out ‘Company Law Reform’ and insert ‘Companies’. Mr Secretary Darling 834 Page 543, line 18 [Clause 1139], leave out subsection (3). Mr Alan Duncan
111 Page 543, line 22 [Clause 1139], leave out ‘Company Law Reform’ and insert ‘Companies’. Mr Secretary Darling 487 Page 545, line 41 [Clause 1147], leave out from ‘means’ to end of line 3 on page 546 and insert ‘a company registered under this Act’. Mr Alan Duncan
112 Page 546 [Clause 1148], leave out line 13. Mr Secretary Darling 737 Page 549, line 21 [Clause 1153], leave out from ‘secretaries)’ to end of line 23. Mr Secretary Darling 517 Page 552, line 22 [Clause 1159], at end insert— ‘( ) In this section “specified” means specified in the regulations.’. Mr Secretary Darling 152 Page 552, line 30 [Clause 1160], after ‘notice’ insert ‘in writing given’. Mr Secretary Darling 153 Page 554, line 15 [Clause 1164], at end insert— ‘ ‘References in this Chapter to “a person to whom this Chapter applies” are to such an individual or partnership.’. Mr Secretary Darling 154 Page 555, line 3 [Clause 1166], leave out from ‘person’ to ‘must’ in line 4 and insert ‘to whom this Chapter applies’. Mr Secretary Darling 155 Page 555, line 13 [Clause 1166], leave out from ‘person’ to ‘must’ in line 14 and insert ‘to whom this Chapter applies’. Mr Secretary Darling 156 Page 556, line 2 [Clause 1168], leave out from ‘person’ to ‘must’ in line 3 and insert ‘to whom this Chapter applies’. Mr Secretary Darling 157 Page 557, line 8 [Clause 1171], after ‘sections’ insert ‘1087 to 1089 (liability of officer in default) and’. Mr Secretary Darling 519 Page 558, line 26 [Clause 1174], leave out ‘1.1 of Directive 2000/12/EC’ and insert ‘4.1(a) of Directive 2006/48/EC’. Mr Secretary Darling 195 Page 573, line 3 [Clause 1202], leave out ‘Company Law Reform’ and insert ‘Companies’. Mr Secretary Darling 196 Page 577, line 21 [Clause 1211], leave out ‘Company Law Reform’ and insert ‘Companies’. 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. (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 (c) information about new loan issues and about any guarantee or security in connection with any such issue. (a) information required by Article 5 of the transparency obligations directive; (b) information required by Article 6 of that directive; (c) voteholder information— (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— (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
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 (c) make a request to the operator of the market on which the issuer’s securities are traded— (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
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:— 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”; (c) after subsection (3)(c) insert “, and”; (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”; (c) in subsection (6A) omit “or (2)”; (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”; (c) in subsection (3) omit “or (2)”; (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”. |
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