rs2181910.1048-1054

House of Commons

Session 2005 - 06
Internet Publications
Other Bills before Parliament

Report Stage Proceedings: 19th October 2006
1048

Companies Bill–[ [], continued

7
In Article 257E (effect of exemptions) omit paragraph (2).

8
In Article 270A (index of defined expressions) omit the entry for “reporting

accountant”.

Mr Secretary Darling

Added  NS2

To move the following Schedule:—

Report Stage Proceedings: 19th October 2006
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Companies Bill–[ [], continued

‘Index of defined expressions

abbreviated accounts (in Part 16)
sections 452(4) and 453(3)

accounting reference date and accounting
section 397

reference period

accounting standards (in Part 16)
section 472

accounts meeting
section 445(3)

acquisition, in relation to a non-cash asset
section (“Non-cash asset”)(2)

address

  — generally in the Companies Acts
section 1107

  — in the company communications provisions
section 1114(1)

affirmative resolution procedure, in relation to
section 1254

regulations and orders

allotment (time of)
section 572

allotment of equity securities (in Chapter 3 of
section 574(2)

Part 18)

allotted share capital and allotted shares
section 560(1)(b) and (2)

annual accounts (in Part 16)
section 479

annual accounts and reports (in Part 16)
section 479

annual general meeting
section 343

annual return
section 858

appropriate audit authority (in sections 536,
section 539(1)

537 and 538)

appropriate rate of interest

     — in Chapter 5 of Part 18
section 606

     — in Chapter 6 of Part 18
section 623

approval after being made, in relation to
section 1255

regulations and orders

arrangement

     — in Chapter 7 of Part 18
section 630(1)

     — in Part 27
section (Application of Part 27)(2)

articles
section 18

associate (in Chapter 3 of Part 28)
section 955

associated bodies corporate and associated
section 256

company (in Part 10)

authenticated, in relation to a document or
section 1112

information sent or supplied to a company

authorised group, of members of a company (in
section (Enforcement of directors’

Part 15)
liabilities by shareholder action)(3)

authorised insurance company
section 1129(2)

authorised minimum (in relation to share
section (The authorised minimum)

capital of public company)

available profits (in Chapter 5 of Part 19)
sections 724 and 725

banking company and banking group
section 1128

body corporate
section 1138(1)

called-up share capital
section 561

capital redemption reserve
section 746

capitalisation in relation to a company’s profits
section 856(3)

(in Part 24)

cash (in relation to paying up or allotting
section 597

shares)

cause of action, in relation to derivative
section 265(7)

proceedings (in Chapter 2 of Part 11)

certified translation (in Part 35)
section 1073

charge (in Chapter 1 of Part 26)
section 865(5)

circulation date, in relation to a written
section 297

resolution (in Part 14)

class of shares
section 643

the Companies Acts
section 2

Companies Act accounts
sections 401(1)(a) and 409(2)(a)

Companies Act group accounts
section 409(2)(a)

Companies Act individual accounts
section 401(1)(a)

companies involved in the division (in Part
section (Divisions and companies

27A)
involved in a division)(2)

company

  — generally in the Companies Acts
section 1

  — in Chapter 7 of Part 18
section 630(1)

  — in Chapter 1 of Part 26
section 865(5)

— in Chapter 2 of Part 26
section 883(6)

  — in Part 27
section (Application of Part 27)(2)

  — in Chapter 3 of Part 28
section 958(1)

  — in the company communications provisions
section 1114(1)

the company communications provisions
section 1108

the company law provisions of this Act
section 2(2)

company records (in Part 37)
section 1100

connected with, in relation to a director (in Part
sections 252 to 254

10)

constitution, of a company

  — generally in the Companies Acts
section 17

  — in Part 10
section 257

controlling, of a body corporate by a director
section 255

(in Part 10)

corporation
section 1138(1)

the court
section 1122

credit institution
section 1138(1)

credit transaction (in Chapter 4 of Part 10)
section 201

creditor (in Chapter 1 of Part 31)
section 977

daily default fine
section 1091

date of the offer (in Chapter 3 of Part 28)
section 958(1)

debenture
section 751

derivative claim (in Chapter 1 of Part 11)
section 260

derivative proceedings (in Chapter 2 of Part 11)
section 265

Directive disclosure requirements
section 1044

director

  — generally in the Companies Acts
section 250

    — in Chapter 8 of Part 10
section 240(3)

  — in Chapter 1 of Part 11
section 260(5)

  — in Chapter 2 of Part 11
section 265(7)

  — in Part 15
section 385(1)

directors’ remuneration report
section 426

directors’ report
section 421

distributable profits

  — in Chapter 2 of Part 19
section 696(1)

  —elsewhere in Part 19
section 749

distribution

  — in Chapter 2 of Part 19
section 696(1)

  — in Part 24
section 832

division (in Part 27A)
section (Divisions and companies

involved in a division)

document

  — in Part 35
section 1079(1)

  — in the company communications provisions
section 1114(1)

dormant, in relation to a company or other body
section 1134

corporate

EEA State and related expressions
section 1135

electronic form, electronic copy, electronic

means

  — generally in the Companies Acts
section 1132(3) and (4)

  — in relation to communications to a
Part 3 of Schedule 4

company

  — in relation to communications by a
Part 3 of Schedule 5

company

eligible members, in relation to a written
section 296

resolution

e-money issuer

     — in Part 16
section 482(1)

     — in Part 17
section 553

employees’ share scheme
section 1130

employer and employee (in Chapter 1 of Part
section 689

19)

enactment
section 1257

equity securities (in Chapter 3 of Part 18)
section 574(1)

equity share capital
section 562

equity shares (in Chapter 7 of Part 18)
section 630(1)

existing company (in Part 27A)
section (Application of this Part)(2)

fellow subsidiary undertakings
section 1126(4)

financial assistance (in Chapter 2 of Part 19)
section 690

financial institution
section 1138(1)

financial year, of a company
section 396

firm
section 1138(1)

fixed assets (in Part 24)
section 856

the former Companies Acts
section 1136

the Gazette
section 1138(1)

group (in Part 16)
section 482(1)

group undertaking
section 1126(5)

hard copy form and hard copy

  — generally in the Companies Acts
section 1132(2)

  — in relation to communications to a
Part 2 of Schedule 4

company

  — in relation to communications by a
Part 2 of Schedule 5

company

hire-purchase agreement
section 1138(1)

holder of shares (in Chapter 3 of Part 18)
section 588

holding company
section 1124 (and see section 1125 and

Schedule 7)

IAS accounts
sections 401(1)(b) and 409(1) and (2)(b)

IAS group accounts
section 409(1) and (2)(b)

IAS individual accounts
section 401(1)(b)

IAS Regulation (in Part 16)
section 482(1)

included in the consolidation, in relation to
section 482(1)

group accounts (in Part 16)

individual accounts
section 400

information rights (in Part 9)
section 146(3)

insurance company
section 1129(3)

insurance group
section 1129(5)

insurance market activity
section 1129(7)

interest in shares (for the purposes of Part 23)
sections 823 to 828

international accounting standards (in Part 16)
section 482(1)

investment company (in Part 24)
section 836

ISD investment firm

     — in Part 16
section 482(1)

     — in Part 17
section 553

issued share capital and issued shares
section 560(1)(a) and (2)

the issuing company (in Chapter 7 of Part 18)
section 624(6)

the Joint Stock Companies Acts
section 1136

liabilities (in Part 27A)
section (Meaning of “liabilities” and

“property”)

liability, references to incurring, reducing or
section 696(2)

discharging (in Chapter 2 of Part 19)

limited by guarantee
section 3(3)

limited by shares
section 3(2)

limited company
section 3

the main register (of members) (in Chapter 3 of
section 131(1)

Part 8)

major audit (in sections 536 and 539)
section 539(2)

market purchase, by a company of its own
section 706(4)

shares (in Chapter 4 of Part 19)

member, of a company

  — generally in the Companies Acts
section 112

  — in Chapter 1 of Part 11
section 260(5)

  — in Chapter 2 of Part 11
section 265(7)

memorandum of association
section 8

merger (in Part 27A)
section (Mergers and merging

companies)

merging companies (in Part 27A)
section (Mergers and merging

companies)(2)

merger by absorption (in Part 27A)
section (Mergers and merging

companies)(1)(a)

merger by formation of a new company (in Part
section (Mergers and merging

27A)
companies)(1)(b)

negative resolution procedure, in relation to
section 1253

regulations and orders

net assets (in Part 7)
section 92

new company (in Part 27A)
section (Application of this Part)(2)

non-cash asset
section (“Non-cash asset”)

non-voting shares (in Chapter 3 of Part 28)
section 958(1)

number, in relation to shares
section 554(4)(b)

off-market purchase, by a company of its own
section 706(2)

shares (in Chapter 4 of Part 19)

offer period (in Chapter 2 of Part 28)
section 938(1)

offer to the public (in Chapter 1 of Part 21)
section 769

offeror

     — in Chapter 2 of Part 28
section 938(1)

     — in Chapter 3 of Part 28
section 958(1)

officer, in relation to a body corporate
section 1138(1)

officer in default
section 1087

official seal, of registrar
section 1028

opted-in company (in Chapter 2 of Part 28)
section 938(1)

opting-in resolution (in Chapter 2 of Part 28)
section 933(1)

opting-out resolution (in Chapter 2 of Part 28)
section 933(5)

ordinary resolution
section 289

ordinary shares (in Chapter 3 of Part 18)
section 574(1)

organisation (in Part 15)
section 385(1)

other relevant transactions or arrangements (in
section 209

Chapter 4 of Part 10)

overseas company
section 1011

overseas branch register
section 129(1)

paid up
section 597

the Panel (in Part 28)
section 909

parent company
section 1138(1)

parent undertaking
section 1127 (and see Schedule 8)

payment for loss of office (in Chapter 4 of Part
section 214

10)

pension scheme (in Chapter 1 of Part 19)
section 688

period for appointing auditors, in relation to a
section 499(2)

private company

period for filing, in relation to accounts and
section 450

reports for a financial year

permissible capital payment (in Chapter 5 of
section 723

Part 19)

political donation (in Part 15)
section 370

political expenditure (in Part 15)
section 371

political organisation (in Part 15)
section 369(2)

prescribed
section 1131

private company
section 4

profit and loss account (in Part 16)
section 482(1) and (2)

profits and losses (in Part 24)
section 856(2)

profits available for distribution (for the
section 833(2)

purposes of Part 24)

property (in Part 27A)
section (Meaning of “liabilities” and

“property”)

protected information (in Chapter 8 of Part 10)
section 240

provision for entrenchment, in relation to a
section 22

company’s articles

public company
section 4

publication, in relation to accounts and reports
section 444

(in sections 441 to 443)

qualified, in relation to an auditor’s report etc
section 553

(in Part 17)

qualifying shares (in Chapter 6 of Part 19)
section 737(2)

qualifying third party indemnity provision (in
section 234

Chapter 7 of Part 10)

qualifying pension scheme indemnity provision
section 235

(in Chapter 7 of Part 10)

quasi-loan (in Chapter 4 of Part 10)
section 199

quoted company

  — in Part 14
section 367

  — in Part 16
section 391

  — in Chapter 5 of Part 17
section 545 (and section 391)

realised profits and losses (in Part 24)
section 856(4)

redeemable shares
section 697(1)

redenominate
section 636(1)

redenomination reserve
section 642

the register
section 1046

register of charges, kept by registrar

  — in England and Wales and Northern Ireland
section 873

  — in Scotland
section 889

register of directors
section 162

register of directors’ residential addresses
section 165

register of members
section 113

register of secretaries
section 275

registered number, of a branch of an overseas
section 1033

company

registered number, of a company
section 1032

registered office, of a company
section 86

registrar and registrar of companies
section 1026

registrar’s index of company names
section 1065

registrar’s rules
section 1083

registration in a particular part of the United
section 1026(4)

Kingdom

regulated activity

  — generally in the Companies Acts
section 1138(1)

  — in Part 16
section 482(1)

regulated market
section 1138(1)

relevant accounts (in Part 24)
section 839(2)

requirements for proper delivery (in Part 35)
section 1038 (and see section (Power to

accept documents not meeting

requirements for proper delivery))

requirements of this Act
section 1137

securities (and related expressions)

     — in Chapter 1 of Part 21
section 768(5)

     — in Chapter 2 of Part 22
section 793

senior statutory auditor
section 518

sent or supplied, in relation to documents or
section 1114(2) and (3)

information (in the company communications

provisions)

service address
section 1106

service contract, of a director (in Part 10)
section 227

shadow director
section 251

share

  — generally in the Companies Acts
section 554 (and see section 1126(2))

  — in Part 23
section 801

  — in section 1127 and Schedule 8
section 1127(7)

share capital, company having a
section 559

share exchange ratio

     — in Chapter 2 of Part 27A
section (Draft terms of scheme

(merger))(2)

     — in Chapter 3 of Part 27A
section (Draft terms of scheme

(division))(2)

share premium account
section 624(1)

share warrant
section 789(1)

small companies regime, for accounts and
section 387

reports

solvency statement (in sections 655 to 658)
section 657

special notice, in relation to a resolution
section 319

special resolution
section 290

statutory accounts
section 442(3)

subsidiary
section 1124 (and see section 1125 and

Schedule 7)

subsidiary undertaking
section 1127 (and see Schedule 8)

summary financial statement
section 432

takeover bid (in Chapter 2 of Part 28)
section 938(1)

takeover offer (in Chapter 3 of Part 28)
section 941

the Takeovers Directive

  — in Chapter 1 of Part 28
section 910(8)

  — in Chapter 2 of Part 28
section 938(1)

trading certificate
section 774(1)

transfer, in relation to a non-cash asset
section (“Non-cash asset”)(2)

treasury shares
section 737(5)

turnover

  — in Part 16
section 482(1)

  — in Part 17
section 553

UCITS management company

     — in Part 16
section 482(1)

     — in Part 17
section 553

UK-registered company
section (Meaning of “UK-registered

company”)

uncalled share capital
section 561

unconditional, in relation to a contract to
section 958(2)

acquire shares (in Chapter 3 of Part 28)

undistributable reserves
section 834(4)

undertaking
section 1126(1)

unique identifier
section 1048

unlimited company
section 3

unquoted company (in Part 16)
section 391

voting rights

  — in Chapter 2 of Part 28
section 938(1)

  — in Chapter 3 of Part 28
section 958(1)

    — in section 1124 and Schedule 7
paragraph 2 of Schedule 7

   — in section 1127 and Schedule 8
paragraph 2 of Schedule 8

voting shares

  — in Chapter 2 of Part 28
section 938(1)

  — in Chapter 3 of Part 28
section 958(1)

website, communication by a company by
Part 4 of Schedule 5

means of

Welsh company
section 88

wholly-owned subsidiary
section 1124(2) (and see section 1125 and

Schedule 7)

working day, in relation to a company
section 1138(1)

written resolution
section 295’

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