rs2181810.900-906

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Report Stage Proceedings: 18th October 2006
900

Companies Bill–[ [], continued

(a)
every director of the company, and

(b)
in the case of a private company with a secretary or a public company,

the secretary (or any joint secretary) of the company.’.

Mr Secretary Darling

Agreed to  725

Page  19,  line  20  [Clause  44],  leave out ‘as an authorised signatory’ and insert ‘on

behalf’.

Mr Secretary Darling

Agreed to  726

Page  19,  line  24  [Clause  44],  leave out from beginning to ‘that’ in line 25 and insert

‘a director or secretary are to be read, in a case where’.

Mr Secretary Darling

Agreed to  347

Page  20,  line  11  [Clause  47],  leave out ‘in writing’ and insert ‘executed as a deed’.

Mr Secretary Darling

Agreed to  727

Page  20,  line  16,  leave out Clause 48.

NEW CLAUSE RELATING TO PART 5

Decision of adjudicator to be made available to public

Mr Secretary Darling

Added  NC7

To move the following Clause:—

‘(1)
A company names adjudicator must, within 90 days of determining an application

under section 70, make his decision and his reasons for it available to the public.

(2)
He may do so by means of a website or by such other means as appear to him to

be appropriate.’.

AMENDMENTS RELATING TO PART 5

Mr Secretary Darling

Agreed to  474

Page  22,  line  7  [Clause  54],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Report Stage Proceedings: 18th October 2006
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Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  475

Page  22,  line  14  [Clause  55],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Mr Secretary Darling

Agreed to  476

Page  22,  line  34  [Clause  56],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Mr Secretary Darling

Agreed to  510

Page  23,  line  22  [Clause  57],  at end insert—

‘( )
In this section “specified” means specified in the regulations.’.

Mr Secretary Darling

Agreed to  477

Page  23,  line  28  [Clause  58],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Mr Secretary Darling

Agreed to  478

Page  23,  line  34  [Clause  58],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Mr Secretary Darling

Agreed to  511

Page  23,  line  37  [Clause  58],  at end insert—

‘( )
In this section “specified” means specified in the regulations.’.

Mr Secretary Darling

Agreed to  479

Page  28,  line  7  [Clause  66],  leave out ‘the Companies Acts’ and insert ‘this Act’.

Mr Secretary Darling

Agreed to  512

Page  28,  line  32  [Clause  67],  at end insert—

‘( )
In this section “specified” means specified in the regulations.’.

Mr Secretary Darling

Agreed to  513

Page  29,  line  14  [Clause  68],  at end insert—

‘( )
In this section “specified” means specified in the regulations.’.

Report Stage Proceedings: 18th October 2006
902

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  145

Page  29,  line  25  [Clause  69],  at end insert—

‘( )
A direction under section 68 or this section must be in writing.’.

Mr Alan Duncan

Mr Jonathan Djanogly

Charles Hendry

Mr Crispin Blunt

James Brokenshire

Justine Greening

Not called  357

Page  30,  line  26  [Clause  70],  at end insert ‘or if the activities of the company using

the registered name would be likely to deceive members of the public or to cause loss or

damage to persons dealing with the company.”.

Mr Secretary Darling

Agreed to  146

Page  32,  line  38  [Clause  74],  after ‘order’ insert ‘or determination’.

Mr Secretary Darling

Agreed to  147

Page  32,  line  38  [Clause  74],  at end insert—

‘(5)
If the court determines a new name for the company it must give notice of the

determination—

(a)
to the parties to the appeal, and

(b)
to the registrar.’.

Mr Secretary Darling

Agreed to  148

Page  33,  line  10  [Clause  75],  leave out ‘direction under this section’ and insert

‘such direction’.

Mr Secretary Darling

Agreed to  149

Page  33,  line  33  [Clause  76],  at end insert—

‘( )
The direction must be in writing.’.

Report Stage Proceedings: 18th October 2006
903

Companies Bill–[ [], continued

Mr Secretary Darling

Agreed to  150

Page  34,  line  21  [Clause  77],  leave out paragraph (b) and insert—

‘(b)
on the determination of a new name by a company names adjudicator

under section 73 (powers of adjudicator on upholding objection to

company name);

(c)
on the determination of a new name by the court under section 74 (appeal

against decision of company names adjudicator);

(d)
under section 999 (company’s name on restoration to the register).’.

Mr Secretary Darling

Agreed to  208

Page  36,  line  32  [Clause  84],  leave out ‘in the case of continued contravention, to’

and insert ‘for continued contravention,’.

Mr Secretary Darling

Agreed to  151

Page  36,  line  34  [Clause  84],  at end insert—

‘( )
The regulations may provide that, for the purposes of any provision made under

subsection (1), a shadow director of the company is to be treated as an officer of

the company.’.

NEW CLAUSES RELATING TO PART 15

Enforcement of directors’ liabilities by shareholder action

Mr Secretary Darling

Added  NC81

To move the following Clause:—

‘(1)
Any liability of a director under section 376 is enforceable—

(a)
in the case of a liability of a director of a company to that company, by

proceedings brought under this section in the name of the company by an

authorised group of its members;

(b)
in the case of a liability of a director of a holding company to a subsidiary,

by proceedings brought under this section in the name of the subsidiary

by—

(i)
an authorised group of members of the subsidiary, or

(ii)
an authorised group of members of the holding company.

(2)
This is in addition to the right of the company to which the liability is owed to

bring proceedings itself to enforce the liability.

(3)
An “authorised group” of members of a company means—

(a)
the holders of not less than 5% in nominal value of the company’s issued

share capital,

(b)
if the company is not limited by shares, not less than 5% of its members,

or

Report Stage Proceedings: 18th October 2006
904

Companies Bill–[ [], continued

(c)
not less than 50 of the company’s members.

(4)
The right to bring proceedings under this section is subject to the provisions of

section (Enforcement of directors’ liabilities by shareholder action:

supplementary provisions).

(5)
Nothing in this section affects any right of a member of a company to bring or

continue proceedings under Part 11 (derivative claims or proceedings).’.

Enforcement of directors’ liabilities by shareholder action: supplementary

Mr Secretary Darling

Added  NC82

To move the following Clause:—

‘(1)
A group of members may not bring proceedings under section (Enforcement of

directors’ liabilities by shareholder action) in the name of a company unless—

(a)
the group has given written notice to the company stating—

(i)
the cause of action and a summary of the facts on which the

proceedings are to be based,

(ii)
the names and addresses of the members comprising the group,

and

(iii)
the grounds on which it is alleged that those members constitute

an authorised group; and

(b)
not less than 28 days have elapsed between the date of the giving of the

notice to the company and the bringing of the proceedings.

(2)
Where such a notice is given to a company, any director of the company may

apply to the court within the period of 28 days beginning with the date of the

giving of the notice for an order directing that the proposed proceedings shall not

be brought, on one or more of the following grounds—

(a)
that the unauthorised amount has been made good to the company;

(b)
that proceedings to enforce the liability have been brought, and are being

pursued with due diligence, by the company;

(c)
that the members proposing to bring proceedings under this section do

not constitute an authorised group.

(3)
Where an application is made on the ground mentioned in subsection (2)(b), the

court may as an alternative to directing that the proposed proceedings under

section (Enforcement of directors’ liabilities by shareholder action) are not to be

brought, direct—

(a)
that such proceedings may be brought on such terms and conditions as

the court thinks fit, and

(b)
that the proceedings brought by the company—

(i)
shall be discontinued, or

(ii)
may be continued on such terms and conditions as the court

thinks fit.

(4)
The members by whom proceedings are brought under section (Enforcement of

directors’ liabilities by shareholder action) owe to the company in whose name

they are brought the same duties in relation to the proceedings as would be owed

by the company’s directors if the proceedings were being brought by the

company.

Report Stage Proceedings: 18th October 2006
905

Companies Bill–[ [], continued


But proceedings to enforce any such duty may be brought by the company only

with the permission of the court.

(5)
Proceedings brought under section (Enforcement of directors’ liabilities by

shareholder action) may not be discontinued or settled by the group except with

the permission of the court, which may be given on such terms as the court thinks

fit.’.

Trade unions

Mr Secretary Darling

Added  NC83

To move the following Clause:—

‘(1)
A donation to a trade union, other than a contribution to the union’s political fund,

is not a political donation for the purposes of this Part.

(2)
A trade union is not a political organisation for the purposes of section 371

(meaning of “political expenditure”).

(3)
In this section—

“trade union” has the meaning given by section 1 of Trade Union and

Labour Relations (Consolidation) Act 1992 (c. 52) or Article 3 of the

Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I.

5));

“political fund” means the fund from which payments by a trade union in

the furtherance of political objects are required to be made by virtue of

section 82(1)(a) of that Act or Article 57(2)(a) of that Order.’.

Expenditure on lobbying

Mr Edward Davey

David Howarth

Lorely Burt

Susan Kramer

Negatived on division  NC76

To move the following Clause:—

‘(1)
A company must not in any financial year incur expenditure on lobbying activity

in excess of the limit then in force, unless the expenditure has been authorised by

a resolution of the members of the company.

(2)
The provisions of sections 372(2) to (5), 372(6)(b), 372(7), 373(1), 373(2),

373(4), 373(6), 373(7), 374 and 375 to 379 shall apply to a resolution under this

section.

(3)
The Secretary of State shall have power to make regulations, which shall be

subject to the affirmative resolution procedure, to—

(a)
set the limit, and

Report Stage Proceedings: 18th October 2006
906

Companies Bill–[ [], continued

(b)
exempt, to any extent the Secretary of State sees fit, expenditure incurred

by companies in responding to requests for information initiated by

governmental or parliamentary bodies,

but if the Secretary of State fails to set the limit, the limit shall be £1,000.

(4)
Companies must report expenditure on lobbying activity in excess of the limit in

a form to be specified by the Secretary of State by regulations, which shall be

subject to the affirmative resolution procedure.

(5)
Failure to comply with reporting requirements established under subsection (4)

shall count as a violation of the duty to keep accounting records under section 392

and shall be punishable in accordance with section 393.

(6)
This section applies to overseas companies, as defined in section 1011, as well as

to UK companies, and the powers of the Secretary of State in Part 34 shall be

deemed to include a power to require overseas companies to report their

expenditure on lobbying activity in excess of the limit.

(7)
“Lobbying activity” means any activity intended directly or indirectly to

influence legislation or policy at any level of government in the United

Kingdom.’.

AMENDMENTS RELATING TO PART 15

Mr Edward Davey

David Howarth

Lorely Burt

Susan Kramer

Not called  687

Page  168  [Clause  372],  leave out lines 34 and 35 and insert—

‘(3)
Subsection (2)(b)(i) shall not apply where a company is a wholly owned

subsidiary of a UK company.’.

Mr Secretary Darling

Agreed to  495

Page  168,  line  35  [Clause  372],  leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

Agreed to  496

Page  168,  line  41  [Clause  372],  leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

Agreed to  497

Page  168,  line  43  [Clause  372],  leave out ‘UK’ and insert ‘UK-registered’.

Mr Secretary Darling

Agreed to  706

Page  168,  line  44  [Clause  372],  leave out sub-paragraph (ii).