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

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Authorised minimum: application of initial requirement

Mr Secretary Darling

NC94

    To move the following Clause:—

      ‘(1) The initial requirement for a public company to have allotted share capital of a nominal value not less than the authorised minimum, that is—

        (a) the requirement in section 774(2) for the issue of a trading certificate, or

        (b) the requirement in section 91(1)(a) for re-registration as a public company,

      must be met either by reference to allotted share capital denominated in sterling or by reference to allotted share capital denominated in euros (but not partly in one and partly in the other).

      (2) Whether the requirement is met is determined in the first case by reference to the sterling amount and in the second case by reference to the prescribed euro equivalent.

      (3) No account is to be taken of any allotted share capital of the company denominated in a currency other than sterling or, as the case may be, euros.

      (4) If the company could meet the requirement either by reference to share capital denominated in sterling or by reference to share capital denominated in euros, it must elect in its application for a trading certificate or, as the case may be, for re-registration as a public company which is to be the currency by reference to which the matter is determined.’.


Authorised minimum: application where shares denominated in different currencies etc

Mr Secretary Darling

NC95

    To move the following Clause:—

      ‘(1) The Secretary of State may make provision by regulations as to the application of the authorised minimum in relation to a public company that—

        (a) has shares denominated in more than one currency,

        (b) redenominates the whole or part of its allotted share capital, or

        (c) allots new shares.

      (2) The regulations may make provision as to the currencies, exchange rates and dates by reference to which it is to be determined whether the nominal value of the company’s allotted share capital is less than the authorised minimum.

      (3) The regulations may provide that where—

        (a) a company has redenominated the whole or part of its alloted share capital, and

        (b) the effect of the redenomination is that the nominal value of the company’s allotted share capital is less than the authorised minimum,

      the company must re-register as a private company.

      (4) Regulations under subsection (3) may make provision corresponding to any provision made by sections 677 to 680 (re-registration as private company in consequence of cancellation of shares).

      (5) Any regulations under this section have effect subject to section (Authorised minimum: application of initial requirement) (authorised minimum: application of initial requirement).

      (6) Regulations under this section are subject to negative resolution procedure.’.


Company contracts and execution of documents by companies

Mr Secretary Darling

NC96

    To move the following Clause:—

      ‘(1) The Secretary of State may make provision by regulations applying sections 43 to 53 (formalities of doing business and other matters) to overseas companies, subject to such exceptions, adaptions or modifications as may be specified in the regulations.

      (2) Regulations under this section are subject to negative resolution procedure.’.


Non-cash asset

Mr Secretary Darling

NC98

    To move the following Clause:—

      ‘(1) In the Companies Acts “non-cash asset” means any property or interest in property, other than cash.

      For this purpose “cash” includes foreign currency.

      (2) A reference to the transfer or acquisition of a non-cash asset includes—

        (a) the creation or extinction of an estate or interest in, or a right over, any property, and

        (b) the discharge of a liability of any person, other than a liability for a liquidated sum.’.


Notice to registrar of existence of restriction on amendment of articles

Mr Secretary Darling

NC99

    To move the following Clause:—

      ‘(1) Where a company’s articles—

        (a) on formation contain provision for entrenchment,

        (b) are amended so as to include such provision, or

        (c) are altered by order of a court or other authority so as to restrict or exclude the power of the company to amend its articles,

      the company must give notice of that fact to the registrar.

      (2) Where a company’s articles—

        (a) are amended so as to remove provision for entrenchment, or

        (b) are altered by order of a court or other authority—

          (i) so as to remove such provision, or

          (ii) so as to remove any other restriction on, or any exclusion of, the power of the company to amend its articles,

      the company must give notice of that fact to the registrar.’.


Statement of compliance where amendment of articles restricted

Mr Secretary Darling

NC100

    To move the following Clause:—

      ‘(1) This section applies where a company’s articles are subject—

        (a) to provision for entrenchment, or

        (b) to an order of a court or other authority restricting or excluding the company’s power to amend the articles.

      (2) If the company—

        (a) amends its articles, and

        (b) is required to send to the registrar a document making or evidencing the amendment,

      the company must deliver with that document a statement of compliance.

      (3) The statement of compliance required is a statement certifying that the amendment has been made in accordance with the company’s articles and, where relevant, any applicable order of a court or other authority.

      (4) The registrar may rely on the statement of compliance as sufficient evidence of the matters stated in it.’.


Civil actions and foreign subsidiaries

John Battle
Mr Mike Weir

NC3

    To move the following Clause:—

      ‘(1) For the purposes of this section—

      “parent jurisdiction” means the jurisdiction within the United Kingdom in which the parent company is incorporated or (as the case may be) registered;

      “relevant claim” means any claim by any natural person against a relevant subsidiary in respect of personal injury suffered by the claimant outside the United Kingdom;

      “relevant parent” means any body corporate incorporated in the United Kingdom or incorporated outside of the United Kingdom but required to register a branch or place of business in the United Kingdom;

      “relevant subsidiary” means a subsidiary wherever incorporated of a relevant parent.

      (2) The courts of the parent jurisdiction shall have jurisdiction to determine whether a parent company and its relevant subsidiary shall be jointly and severally liable in respect of any relevant claim pursuant to subsection (3) below.

      (3) In the event that any relevant subsidiary is held liable (whether under this section or otherwise and whether in the courts of the United Kingdom or otherwise) in respect of any relevant claim, any parent company will be jointly and severally liable with that relevant subsidiary in respect of that claim if—

        (a) the parent company—

          (i) was aware or ought reasonably to have been aware of the conduct by the relevant subsidiary which gave rise to the relevant claim;

          (ii) could reasonably foresee that such conduct would give rise to the type of damage which is the subject matter of that claim; and

          (iii) except where a relevant subsidiary is held strictly liable for the consequences of any escape or emission (in which case this paragraph shall not apply), had sufficient opportunity and time in which to take reasonable steps to prevent the loss or injury which is the subject of the relevant claim, but failed to do so; and

        (b) the conduct of the relevant subsidiary which gave rise to the relevant claim would have given rise to some liability (of any kind) on the part of the parent company to that claimant if the parent company had undertaken that conduct itself.’.


Dissolution and restoration to the register: striking off: meaning of disposal

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

NC5

    To move the following Clause:—

      ‘In this Chapter “disposal” includes part disposal.’.


Dissolution and restoration to the register: restoration to the register: meaning of Crown representative

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

NC6

    To move the following Clause:—

      ‘In this Chapter the “Crown representative” means—

        (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

        (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

        (c) in relation to property in Scotland, the Queen’s and Lord Treasurer’s Remembrancer;

        (d) in relation to other property, the Treasury Solicitor.’.


Unamendable articles

Mr Edward Davey
David Howarth
Lorely Burt
Susan Kramer

NC89

    To move the following Clause:—

      ‘(1) Notwithstanding anything in section 22, a company’s articles may provide that specified provisions of the articles may not be amended or repealed—

        (a) except with the unanimous consent of the members, or

        (b) in any circumstances.

      (2) Provision for unamendable articles under this section may only be made in the company’s articles on formation.

      (3) Provision for unamendable articles shall count for the purposes of this Chapter as provision for entrenchment.’.


Power to require unlimited companies to give information

Mr Edward Davey
David Howarth
Lorely Burt
Susan Kramer

NC90

    To move the following Clause:—

      ‘(1) The Secretary of State shall have power to make regulations requiring unlimited companies to bring to the attention of those dealing with such companies the risks arising from the ability of unlimited companies to re-register as limited companies.

      (2) The regulations referred to in subsection (1) shall be subject to affirmative resolution procedure.’.


Business and Finance Oversight Commission

Jim Cousins
Mr Austin Mitchell
John McDonnell

NC91

    To move the following Clause:—

      ‘Using the powers created under section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 the Secretary of State shall create a body to be called the Business and Finance Oversight Commission—

          (i) for the oversight of the practices of all companies offering securities to the public, and

          (ii) to exercise the powers set out in section 16 (2) of the said Act.’.


Equal pay: enforcement and reporting

Stephen Hesford

NC97

    To move the following Clause:—

      ‘(1) It shall be the duty of the chief executive officer of a company to—

        (a) take all reasonable steps to ensure that all employees of the company receive equal pay as defined under the Equal Pay Act 1970, and

        (b) take an annual audit of the pay of each employee in terms of paragraph (a).

      (2) Every company must report annually on matters contained in subsection (1), and such report must be available for public inspection.

      (3) It shall be an offence knowingly or recklessly to fail to perform the duties set out in subsections (1) and (2).

      (4) It shall be a defence to the offence in subsection (3) if all reasonable steps were taken to comply with the duties contained in subsections (1) and (2); and it shall be for the persons accused to prove on the balance of probabilities that all reasonable steps were taken by him.

      (5) A person guilty of an offence under this section shall be liable on summary conviction to a fine not exceeding level 5 on the standard scale.’.


REMAINING AMENDMENTS TO CLAUSES

Mr Secretary Darling

470

Page 1 [Clause 1], leave out lines 6 to 13 and insert—

      ‘“company” means a company formed and registered under this Act, that is—

        (a) a company so formed and registered after the commencement of this Part, or

        (b) a company that immediately before the commencement of this Part—

          (i) was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

          (ii) was an existing company for the purposes of that Act or that Order,

        (which is to be treated on commencement as if formed and registered under this Act).’.

Mr Secretary Darling

471

Page 1, line 14 [Clause 1], leave out from ‘to’ to end of line 3 on page 2 and insert ‘

        (a) companies registered, but not formed, under this Act (see Chapter 1 of Part 33), and

        (b) bodies incorporated in the United Kingdom but not registered under this Act (see Chapter 2 of that Part).’.


Mr Secretary Darling

823

Page 2, line 18 [Clause 2], leave out subsection (3).


Mr Secretary Darling

472

Page 3, line 1 [Clause 4], leave out ‘the Companies Acts’ and insert ‘this Act’.


Jim Cousins
Mr Austin Mitchell

683

Page 4, line 28 [Clause 9], at end insert—

        ‘(d) a statement setting out and verifying the identity of the initial shareholders.’.


Mr Secretary Darling

764

Page 5, line 44 [Clause 12], at end insert—

        ‘( ) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;’.


Mr Secretary Darling

718

Page 6, line 4 [Clause 12], leave out paragraph (c).

Mr Secretary Darling

765

Page 6, line 9 [Clause 12], leave out ‘of a public company’.

Mr Secretary Darling

719

Page 6, line 11 [Clause 12], leave out paragraph (c).

Mr Secretary Darling

720

Page 6, line 14 [Clause 12], leave out ‘or as an authorised signatory’.

Mr Secretary Darling

473

Page 6, line 28 [Clause 14], leave out subsection (2).


Mr Secretary Darling

721

Page 7, line 20 [Clause 16], at end insert ‘or’.

Mr Secretary Darling

766

Page 7, line 21 [Clause 16], leave out ‘in the case of a public company,’.

Mr Secretary Darling

722

Page 7, line 22 [Clause 16], leave out from ‘company,’ to end of line 23.

Mr Secretary Darling

688

Page 7, line 33 [Clause 17], at end insert ‘(see section 29)’.


Mr Secretary Darling

206

Page 8, line 10 [Clause 18], leave out ‘A company’s articles of association’ and insert ‘Articles of association registered by a company’.


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

790

Page 9, line 13, leave out Clause 22.

Mr Secretary Darling

837

Page 9, line 14 [Clause 22], leave out ‘provide’ and insert ‘contain provision (“provision for entrenchment”) to the effect’.

Mr Secretary Darling

838

Page 9 [Clause 22], leave out line 18.

Mr Secretary Darling

839

Page 9, line 24 [Clause 22], after ‘articles’ insert ‘—

        (a) ’ .

Mr Secretary Darling

840

Page 9, line 24 [Clause 22], at end insert ‘, or

        (b) by order of a court or other authority having power to alter the company’s articles.’.

Mr Secretary Darling

841

Page 9, line 24 [Clause 22], at end insert—

      ‘( ) Nothing in this section affects any power of a court or other authority to alter a company’s articles.’.

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

791

Page 9, line 25, leave out Clause 23.

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

378

Page 9, line 31 [Clause 23], leave out subsection (2).


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

792

Page 10, line 1, leave out Clause 24.

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

379

Page 10, line 7 [Clause 24], at end insert ‘by unanimous consent less one vote.’.

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

380

Page 10, line 7 [Clause 24], at end insert ‘by a resolution of at least 90 per cent.’.

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

381

Page 10, line 7 [Clause 24], at end insert ‘by a scheme of arrangement approved by the court.’.


Mr Secretary Darling

689

Page 11, line 38 [Clause 29], leave out paragraphs (e) to (k) and insert—

        ‘(e) any other resolution or agreement to which this Chapter applies by virtue of any enactment.’.


Mr Secretary Darling

690

Page 12, line 22 [Clause 30], leave out from ‘made’ to end of line 23.

Mr Secretary Darling

691

Page 12, line 33, leave out Clause 31.


Mr Secretary Darling

692

Page 13, line 31 [Clause 33], leave out ‘a copy of’.

Mr Secretary Darling

693

Page 13, line 34 [Clause 33], leave out from ‘company’ to end of line 40 and insert ‘to which Chapter 3 applies (resolutions and agreements affecting a company’s constitution)’.


Mr Secretary Darling

694

Page 14, line 6 [Clause 33], at end insert—

        ‘( ) a copy of any court order under section (Court sanction for compromise or arrangement) (order sanctioning compromise or arrangement) or section (Powers of court to facilitate reconstruction or amalgamation) (order facilitating reconstruction or amalgamation);

        ( ) a copy of any court order under section 963 (protection of members against unfair prejudice: powers of the court) that alters the company’s constitution.’.

 
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Prepared: 19 October 2006