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

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Mr Secretary Darling
Mr Alan Duncan
Mr Jonathan Djanogly
Charles Hendry
Mr Crispin Blunt
James Brokenshire

86

Page 388, line 22 [Clause 832], leave out ‘paying off’ and insert ‘repaying’.

Mr Secretary Darling

232

Page 388, line 25 [Clause 832], leave ‘or 4’ and insert ‘, 4 or 5’.


Mr Secretary Darling

308

Page 389, line 41 [Clause 835], after ‘liabilities’ insert ‘to creditors’.


Mr Secretary Darling

309

Page 390, line 1 [Clause 835], after ‘liabilities’ insert ‘to creditors’.

Mr Secretary Darling

310

Page 390, line 4 [Clause 835], leave out ‘of any kind’ and insert ‘for liabilities to creditors’.


Mr Secretary Darling

657

Page 391, line 2 [Clause 836], leave out ‘of association’.

Mr Secretary Darling

658

Page 391, line 35 [Clause 837], after ‘15%’ insert ‘by value’.


Mr Secretary Darling

659

Page 392, line 28 [Clause 839], leave out from ‘Part’ to ‘is’.


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

87

Page 393, line 26 [Clause 840], leave out ‘their’ and insert ‘his’.


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

88

Page 395, line 24 [Clause 843], at end insert—

        ‘(e) financial assistance given by a private company which is not out of its distributable profits.’.


Mr Secretary Darling

660

Page 396, line 14 [Clause 844], at end insert—

      ‘( ) For the purpose of subsections (2) and (3) any consideration by the directors of the value at a particular time of a fixed asset is treated as a revaluation provided—

        (a) the directors are satisfied that the aggregate value at that time of the fixed assets of the company that have not actually been revalued is not less than the aggregate amount at which they are then stated in the company’s accounts, and

        (b) it is stated in a note to the accounts—

          (i) that the directors have considered the value of some or all of the fixed assets of the company without actually revaluing them,

          (ii) that they are satisfied that the aggregate value of those assets at the time of their consideration was not less than the aggregate amount at which they were then stated in the company’s accounts, and

          (iii) that accordingly, by virtue of this subsection, amounts are stated in the accounts on the basis that a revaluation of fixed assets of the company is treated as having taken place at that time.’.

Mr Secretary Darling

661

Page 396, line 24 [Clause 844], leave out subsections (5) and (6).


Mr Secretary Darling

662

Page 398, line 2 [Clause 847], after ‘shown’ insert ‘or included’.

Mr Secretary Darling

663

Page 398, line 3 [Clause 847], after ‘shown’ insert ‘or included’.

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

89

Page 398, line 35 [Clause 848], leave out ‘disposal’ and insert ‘disposition’.

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

90

Page 398, line 37 [Clause 848], leave out ‘disposal’ and insert ‘disposition’.

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

91

Page 398, line 38 [Clause 848], at beginning insert ‘For the purposes of subsection (1)(a)’.


Mr Secretary Darling

827

Page 401, line 18 [Clause 856], at end insert—

      ‘(6) “Fixed assets” means assets of a company which are intended for use on a continuing basis in the company’s activities.’.


Mr Secretary Darling

781

Page 402, line 8 [Clause 859], after ‘a’ insert ‘private company with a secretary or a’.

Mr Secretary Darling

735

Page 402, line 9 [Clause 859], leave out from ‘secretaries’ to end of line 11.

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

429

Page 402, line 26 [Clause 860], leave out from ‘capital’ to end of line 28.

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

431

Page 402, line 28 [Clause 860], at end insert—

      ‘(1A) When filing its annual return a company shall not be required to identify its shareholders individually.’.

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

430

Page 402, line 40 [Clause 860], leave out subsections (3) to (5).


Mr Secretary Darling

782

Page 403, line 35 [Clause 862], after ‘a’ insert ‘private company with a secretary or a’.


Mr Secretary Darling

741

Page 404, line 11 [Clause 862], leave out subsection (6).


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

92

Page 405 [Clause 864], leave out lines 2 to 12 and insert—

        ‘(a) a charge for the purpose of securing any issue of debentures,

        (b) a charge on uncalled share capital of the company,

        (c) a charge created or evidenced by an instrument which, if executed by an individual, would require registration such as a bill of sale,

        (d) a charge on land (wherever situated) or any interest in it, but not including a charge for any rent or other periodical sum issuing out of the land,

        (e) a charge on book debts of the company,

        (f) a floating charge on the company’s undertaking or property,

        (g) a charge on calls made but not paid,

        (h) a charge on a ship or aircraft, or any share in a ship,

        (i) a charge on goodwill, or on any intellectual property.’.


Mr Secretary Darling

293

Page 411, line 20 [Clause 879], leave out subsection (1) and insert—

      ‘(1) A company must keep available for inspection a copy of every instrument creating a charge requiring registration under this Chapter, including any document delivered to the company under section 872(3)(b) (Northern Ireland: orders imposing charges affecting land).’.

Mr Secretary Darling

294

Page 411, line 27 [Clause 880], leave out ‘at its registered office’ and insert ‘available for inspection’.


Mr Secretary Darling

295

Page 412, line 3, leave out Clause 881.


Mr Secretary Darling

785

Page 417, line 16 [Clause 891], at end insert—

      ‘( ) If the charge is a floating charge, the statement must be accompanied by either—

        (a) a statement by the creditor entitled to the benefit of the charge, or a person authorised by him for the purpose, verifying that the statement mentioned in subsection (1) is correct, or

        (b) a direction obtained from the court, on the ground that the statement by the creditor mentioned in paragraph (a) could not be readily obtained, dispensing with the need for that statement.’.

Mr Secretary Darling

786

Page 417, line 18 [Clause 891], leave out ‘that fact’ and insert ‘the fact contained in the statement mentioned in subsection (1)’.

Mr Secretary Darling

787

Page 417, line 21 [Clause 891], leave out subsection (4).


Mr Secretary Darling

296

Page 418, line 18 [Clause 894], leave out ‘at the company’s registered office’ and insert ‘available for inspection’.

Mr Secretary Darling

297

Page 418, line 23 [Clause 895], leave out ‘at its registered office’ and insert ‘available for inspection’.

Mr Secretary Darling

298

Page 418, line 36, leave out Clause 896.


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

432

Page 420, line 35 [Clause 898], at end insert—

      ‘(3) Regulations proposed to be made under this section must be consulted on over a period of not less than 120 days.’.

Mr Secretary Darling

520

Page 420, line 39, leave out Clause 899.


Mr Secretary Darling

521

Page 421, line 21, leave out Clause 900.

Mr Secretary Darling

522

Page 421, line 30, leave out Clause 901.

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

113

Page 421, line 31 [Clause 901], leave out from ‘application’ to ‘the’ in line 32 and insert ‘from the company, a member or a creditor’.

Mr Secretary Darling

523

Page 421, line 36, leave out Clause 902.

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

114

Page 421, line 36 [Clause 902], at beginning insert ‘Explanatory’.


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

115

Page 422, line 27 [Clause 902], leave out ‘this purpose’ and insert ‘the purpose of subsection (5)’.

Mr Secretary Darling

524

Page 422, line 37, leave out Clause 903.


Mr Secretary Darling

525

Page 423, line 3, leave out Clause 904.

Mr Secretary Darling

526

Page 423, line 16, leave out Clause 905.

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

116

Page 423, line 19 [Clause 905], after ‘articles’, insert ‘of association’.

Mr Secretary Darling

527

Page 423, line 31, leave out Clause 906.


Mr Secretary Darling

528

Page 424, line 33, leave out Clause 907.


Mr Secretary Darling

529

Page 425, line 2, leave out Clause 908.

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

117

Page 425, line 5 [Clause 908], leave out ‘900’ and insert ‘899(1)’.

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

118

Page 425, line 20 [Clause 908], after ‘undertaking’, insert ‘,’.


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

679

Page 429, line 14 [Clause 915], leave out paragraph (a).


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

681

Page 432, line 17 [Clause 920], after ‘bid’, insert ‘(but not including any person making the bid as agent)’.

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

119

Page 432, line 18 [Clause 920], leave out paragraph (b) and insert—

        ‘(b) any director, officer or member of that person who caused the document to be published.

      In the Interpretation Act 1978 “person” includes a body of persons corporate or unincorporate.’.

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

680

Page 432, line 39 [Clause 920], leave out subsection (6).


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

131

Page 439, line 9 [Clause 934], leave out subsection (6).


Mr Secretary Darling

342

Page 441 [Clause 938], leave out lines 13 to 16.


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

132

Page 444, line 2 [Clause 943], leave out subsection (1).

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

133

Page 444, line 5 [Clause 943], leave out ‘This subsection applies where’ and insert ‘The following circumstances shall be disregarded in determining whether the condition in section 941(3) is satisfied’.

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

134

Page 444, line 13 [Clause 943], leave out ‘This subsection applies where’ and insert ‘The following circumstances shall be disregarded in determining whether the condition in section 941(3) is satisfied’.

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

135

Page 444, line 34 [Clause 944], at end insert ‘unless subsection (4) applies, in which case the offeror is also treated for the purposes of this section and section 946 as having acquired or contracted to acquire those shares by virtue of acceptances of the offer.’.

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

136

Page 444, line 35 [Clause 944], at beginning insert ‘Subject to subsection (3)’.

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

137

Page 444 [Clause 944], leave out line 41 and insert—

      ‘(3) Where a takeover offer is made and, during the period beginning with the date of the offer and ending when the offer can no longer be accepted, an associate of the offeror acquires or unconditionally contracts to acquire any of the shares to which the offer relates, then, if subsection (4) applies, those shares are treated for the purposes of section 946 as shares to which the offer relates.

      (4) This subsection applies if—

        (a) at the time the shares are acquired or contracted to be acquired as mentioned in subsection (1) or (3) (as the case may be), the value of the consideration for which they are acquired or contracted to be acquired (“the acquisition consideration”) does not exceed the value of the consideration specified in the terms of the offer, or

        (b) those terms are subsequently revised so that when the revision is announced the value of the acquisition consideration, at the time mentioned in paragraph (a), no longer exceeds the value of the consideration specified in those terms.’.


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

138

Page 446, line 9 [Clause 946], at end insert ‘on which the offeror becomes entitled to give such a notice’.

Mr Secretary Darling

343

Page 446, line 22 [Clause 946], leave out subsections (8) and (9) and insert—

      ‘(8) Where—

        (a) a takeover offer is made,

        (b) during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the offeror—

          (i) acquires or unconditionally contracts to acquire any of the shares to which the offer relates, but

          (ii) does not do so by virtue of acceptances of the offer,

        and

        (c) subsection (10) applies,

      then for the purposes of this section those shares are not excluded by section 944(1) from those to which the offer relates, and the offeror is treated as having acquired or contracted to acquire them by virtue of acceptances of the offer.

      (9) Where—

        (a) a takeover offer is made,

        (b) during the period beginning with the date of the offer and ending when the offer can no longer be accepted, an associate of the offeror acquires or unconditionally contracts to acquire any of the shares to which the offer relates, and

        (c) subsection (10) applies,

      then for the purposes of this section those shares are not excluded by section 944(2) from those to which the offer relates.’.

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

139

Page 446, line 47 [Clause 947], at beginning insert ‘If the time allowed for acceptance of the offer is governed by rules,’.


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

140

Page 447, line 6 [Clause 947], leave out subsection (3) and insert—

      ‘(3) If the time allowed for acceptance of offer is not governed by the rules made under section 910 no notice may be given under section 946(2) or (4) after the end of the period of three months beginning with the day after the last day on which the offer can be accepted or the period of six months beginning with the date of the offer, where that period ends earlier.’.


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

141

Page 448, line 40 [Clause 948], leave out ‘receipt’ and insert ‘respect’.


Mr Secretary Darling

345

Page 455, line 33 [Clause 955], leave out first ‘the’ and insert ‘a’.


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

142

Page 456, line 28 [Clause 958], after ‘means’, insert ‘(subject to section 941(7))’.

Mr Secretary Darling

346

Page 456, line 32 [Clause 958], at end insert—

      ‘and references to the date of the offer are to be read in accordance with section 941(7) (revision of offer terms) where that applies;’.

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

143

Page 456, line 42 [Clause 958], at end insert ‘or waived’.


 
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Prepared: 19 October 2006