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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | | Loans or quasi-loans to persons connected with directors: requirement of members’ |
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| | To move the following Clause:— |
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| | | ‘(1) | This section applies to a company if it is— |
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| | | (b) | a company associated with a public company. |
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| | | (2) | A company to which this section applies may not— |
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| | | (a) | make a loan or quasi-loan to a person connected with a director of the |
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| | | company or of its holding company, or |
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| | | (b) | give a guarantee or provide security in connection with a loan or quasi- |
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| | | loan made by any person to a person connected with such a director, |
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| | | | unless the transaction has been approved by a resolution of the members of the |
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| | | (3) | If the connected person is a person connected with a director of the company’s |
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| | | holding company, the transaction must also have been approved by a resolution |
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| | | of the members of the holding company. |
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| | | (4) | A resolution approving a transaction to which this section applies must not be |
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| | | passed unless a memorandum setting out the matters mentioned in subsection (5) |
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| | | is made available to members— |
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| | | (a) | in the case of a written resolution, by being sent or submitted to every |
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| | | eligible member at or before the time at which the proposed resolution is |
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| | | sent or submitted to him; |
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| | | (b) | in the case of a resolution at a meeting, by being made available for |
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| | | inspection by members of the company both— |
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| | | (i) | at the company’s registered office for not less than 15 days |
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| | | ending with the date of the meeting, and |
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| | | (ii) | at the meeting itself. |
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| | | (5) | The matters to be disclosed are— |
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| | | (a) | the nature of the transaction, |
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| | | (b) | the amount of the loan or quasi-loan and the purpose for which it is |
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| | | (c) | the extent of the company’s liability under any transaction connected |
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| | | with the loan or quasi-loan. |
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| | | (6) | No approval is required under this section on the part of the members of a body |
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| | | (a) | is not a UK-registered company, or |
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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | AMENDMENTS TO CHAPTER 1 AND CHAPTERS 3 TO 9 OF PART 10 |
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| | Page 71, line 10 [Clause 155], at end insert ‘and domiciled in the United |
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| | Page 71, line 11 [Clause 155], leave out subsection (2). |
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| | Page 72, line 8, leave out Clause 157. |
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| | Page 72, line 18 [Clause 157], leave out subsection (5). |
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| | Page 72 [Clause 158], leave out lines 30 and 31. |
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| | Page 73, line 12 [Clause 159], leave out ‘ceases’ and insert ‘shall not cease’. |
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| | Page 74, line 6 [Clause 162], leave out from ‘company’ to end of line 7 and |
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| | | ‘(2A) | The register must be kept available for inspection— |
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| | | (a) | at the company’s registered office, or |
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| | | (b) | at a place specified in regulations under section (Regulations about |
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| | | where certain company records to be kept available for inspection).’. |
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| | Page 74, line 7 [Clause 162], at end insert— |
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| | | ‘(2B) | The company must give notice to the registrar— |
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| | | (a) | of the place at which the register is kept available for inspection, and |
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| | | (b) | of any change in that place, |
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| | | | unless it has at all times been kept at the company’s registered office.’. |
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| | Page 74, line 11 [Clause 162], leave out ‘or (2)’ and insert ‘, (2) or (2A) or if |
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| | default is made for 14 days in complying with subsection (2B)’. |
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| | Page 74, line 12 [Clause 162], leave out ‘this section’ and insert ‘subsection (3)’. |
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| | Page 74, line 14 [Clause 162], at end insert— |
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| | | | ‘For this purpose a shadow director is treated as an officer of the company.’. |
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| | Page 75, line 38 [Clause 165], at end insert— |
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| | | | ‘For this purpose a shadow director is treated as an officer of the company.’. |
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| | Page 76, line 15 [Clause 167], leave out from ‘from’ to ‘any’ in line 17 and |
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| | | ‘(a) | a person becoming or ceasing to be a director, or |
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| | Page 76, line 41, leave out Clause 168. |
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| | Page 85, line 32 [Clause 189], leave out ‘of Members’. |
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| | Page 85, line 34 [Clause 189], leave out ‘members”’. |
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| | Page 86, line 4 [Clause 189], at end insert— |
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| | | ‘(2A) | A company may not agree to such a provision unless it has consulted its |
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| | Page 86, line 33 [Clause 189], leave out subsection (6) and insert— |
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| | | ‘(6) | No approval is required under this section on the part of the members of a body |
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| | | (a) | is not a UK-registered company, or |
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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | Page 87, line 17 [Clause 191], after ‘company’ insert ‘or be conditional on such |
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| | approval being obtained’. |
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| | Page 87, line 17 [Clause 191], at end insert ‘or must be conditional on such |
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| | approval being obtained’. |
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| | Page 87, line 20 [Clause 191], leave out subsection (4) and insert— |
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| | | ‘(4) | No approval is required under this section on the part of the members of a body |
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| | | (a) | is not a UK-registered company, or |
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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | Page 90, line 14, leave out Clause 198. |
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| | Page 91, line 22 [Clause 200], leave out ‘A company’ and insert— |
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| | | ‘(1) | This section applies to a company if it is— |
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| | | (b) | a company associated with a public company. |
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| | | (2) | A company to which this section applies’. |
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| | Page 91, line 22 [Clause 200], after ‘A’, insert, ‘relevant’. |
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| | Page 92, line 7 [Clause 200], leave out subsection (5) and insert— |
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| | | ‘(5) | No approval is required under this section on the part of the members of a body |
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| | | (a) | is not a UK-registered company, or |
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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | Page 92, line 14 [Clause 200], at end insert— |
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| | | ‘(6) | “Relevant company” means a company which— |
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| | | (a) | is a public company, or |
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| | | (b) | is a subsidiary of a public company, or |
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| | | (c) | is a subsidiary of a company which has another subsidiary a public |
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| | | (d) | has a subsidiary which is a public company.’. |
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| | Page 92, line 35 [Clause 202], leave out ‘198’ and insert ‘(Loans to directors: |
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| | requirement of members’ approval), (Quasi-loans to directors: requirement of members’ |
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| | approval), (Loans or quasi-loans to persons connected with directors: requirement of |
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| | Page 93, line 20 [Clause 202], leave out subsection (5) and insert— |
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| | | ‘(5) | No approval is required under this section on the part of the members of a body |
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| | | (a) | is not a UK-registered company, or |
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| | | (b) | is a wholly-owned subsidiary of another body corporate.’. |
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| | Page 93, line 29 [Clause 202], leave out ‘198’ and insert ‘(Loans to directors: |
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| | requirement of members’ approval), (Quasi-loans to directors: requirement of members’ |
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| | approval), (Loans or quasi-loans to persons connected with directors: requirement of |
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| | Page 93, line 33 [Clause 203], leave out ‘198’ and insert ‘(Loans to directors: |
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| | requirement of members’ approval), (Quasi-loans to directors: requirement of members’ |
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| | approval), (Loans or quasi-loans to persons connected with directors: requirement of |
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| | Page 94, line 2 [Clause 204], leave out ‘198’ and insert ‘(Loans to directors: |
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| | requirement of members’ approval), (Quasi-loans to directors: requirement of members’ |
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| | approval), (Loans or quasi-loans to persons connected with directors: requirement of |
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| | Page 94, line 4 [Clause 204], after second ‘company’, insert ‘or of its associated |
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| | Page 94, line 8 [Clause 204], after ‘company’ insert ‘or an associated company’. |
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| | Page 94, line 8 [Clause 204], after ‘company’, insert ‘or where a company is |
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| | permitted to give a director a qualifying third party indemnity’. |
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| | Page 94, line 8 [Clause 204], after ‘company’, insert ‘or any associated company’. |
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| | Page 94, line 15 [Clause 204], leave out ‘incurred in connection with the matter’ |
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| | and insert ‘under any transaction connected with the thing in question’. |
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