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Report Stage Proceedings: 19th October 2006              

957

 

Companies Bill[ [], continued

 
 

(b)    

the resolution, agreement, enactment or order (as the case may be) is not

 

for the time being in force.

 

(3)    

If the company fails to comply with this section, an offence is committed by every

 

officer of the company who is in default.

 

(4)    

A person guilty of an offence under this section is liable on summary conviction

 

to a fine not exceeding level 3 on the standard scale for each occasion on which

 

copies are issued, or, as the case may be, requested.

 

(5)    

For the purposes of this section, a liquidator of the company is treated as an

 

officer of it.’.

 


 

Resolutions to be forwarded to registrar

 

Mr Secretary Darling

 

Added  NC78

 

To move the following Clause:—

 

‘Chapter 3 of Part 3 (resolutions affecting a company’s constitution) applies to a

 

resolution passed by virtue of regulations under Chapter 2 of Part 22.’.

 


 

Obligations of company with respect to articles etc

 

Mr Secretary Darling

 

Added  NC79

 

To move the following Clause:—

 

‘(1)    

This section applies—

 

(a)    

to any order under section (Court sanction for compromise or

 

arrangement) (order sanctioning compromise or arrangement), and

 

(b)    

to any order under section (Powers of court to facilitate reconstruction

 

or amalgamation) (order facilitating reconstruction or amalgamation)

 

that alters the company’s constitution.

 

(2)    

If the order amends—

 

(a)    

the company’s articles, or

 

(b)    

any resolution or agreement to which Chapter 3 of Part 3 applies

 

(resolution or agreement affecting a company’s constitution),

 

    

the copy of the order delivered to the registrar by the company under section

 

(Court sanction for compromise or arrangement)(4) or section (Powers of court

 

to facilitate reconstruction or amalgamation)(6) must be accompanied by a copy

 

of the company’s articles, or the resolution or agreement in question, as amended.

 

(3)    

Every copy of the company’s articles issued by the company after the order is

 

made must be accompanied by a copy of the order, unless the effect of the order

 

has been incorporated into the articles by amendment.

 

(4)    

In this section—

 

(a)    

references to the effect of the order include the effect of the compromise

 

or arrangement to which the order relates; and


 
 

Report Stage Proceedings: 19th October 2006              

958

 

Companies Bill[ [], continued

 
 

(b)    

in the case of a company not having articles, references to its articles shall

 

be read as references to the instrument constituting the company or

 

defining its constitution.

 

(5)    

If a company makes default in complying with this section an offence is

 

committed by—

 

(a)    

the company, and

 

(b)    

every officer of the company who is in default.

 

(6)    

A person guilty of an offence under this section is liable on summary conviction

 

to a fine not exceeding level 3 on the standard scale.’.

 


 

Supplementary provisions where company’s constitution altered

 

Mr Secretary Darling

 

Added  NC80

 

To move the following Clause:—

 

‘(1)    

This section applies where an order under Part 30 alters a company’s constitution.

 

(2)    

If the order amends—

 

(a)    

a company’s articles, or

 

(b)    

any resolution or agreement to which Chapter 3 of Part 3 applies

 

(resolution or agreement affecting a company’s constitution),

 

    

the copy of the order delivered to the registrar by the company under section 965

 

must be accompanied by a copy of the company’s articles, or the resolution or

 

agreement in question, as amended.

 

(3)    

Every copy of a company’s articles issued by the company after the order is made

 

must be accompanied by a copy of the order, unless the effect of the order has

 

been incorporated into the articles by amendment.

 

(4)    

If a company makes default in complying with this section an offence is

 

committed by—

 

(a)    

the company, and

 

(b)    

every officer of the company who is in default.

 

(5)    

A person guilty of an offence under this section is liable on summary conviction

 

to a fine not exceeding level 3 on the standard scale.’.

 


 

Power to accept documents not meeting requirements for proper delivery

 

Mr Secretary Darling

 

Added  NC84

 

To move the following Clause:—

 

‘(1)    

The registrar may accept (and register) a document that does not comply with the

 

requirements for proper delivery.

 

(2)    

A document accepted by the registrar under this section is treated as received by

 

the registrar for the purposes of section 1043 (public notice of receipt of certain

 

documents).


 
 

Report Stage Proceedings: 19th October 2006              

959

 

Companies Bill[ [], continued

 
 

(3)    

No objection may be taken to the legal consequences of a document’s being

 

accepted (or registered) by the registrar under this section on the ground that the

 

requirements for proper delivery were not met.

 

(4)    

The acceptance of a document by the registrar under this section does not affect—

 

(a)    

the continuing obligation to comply with the requirements for proper

 

delivery, or

 

(b)    

subject as follows, any liability for failure to comply with those

 

requirements.

 

(5)    

For the purposes of—

 

(a)    

section 461 (civil penalty for failure to file accounts and reports), and

 

(b)    

any enactment imposing a daily default fine for failure to deliver the

 

document,

 

    

the period after the document is accepted does not count as a period during which

 

there is default in complying with the requirements for proper delivery.

 

(6)    

But if, subsequently—

 

(a)    

the registrar issues a notice under section 1060(4) in respect of the

 

document (notice of administrative removal from the register), and

 

(b)    

the requirements for proper delivery are not complied with before the end

 

of the period of 14 days after the issue of that notice,

 

    

any subsequent period of default does count for the purposes of those

 

provisions.’.

 


 

Documents containing unnecessary material

 

Mr Secretary Darling

 

Added  NC85

 

To move the following Clause:—

 

‘(1)    

This section applies where a document delivered to the registrar contains

 

unnecessary material.

 

(2)    

“Unnecessary material” means material that—

 

(a)    

is not necessary in order to comply with an obligation under any

 

enactment, and

 

(b)    

is not specifically authorised to be delivered to the registrar.

 

(3)    

For this purpose an obligation to deliver a document of a particular description,

 

or conforming to certain requirements, is regarded as not extending to anything

 

that is not needed for a document of that description or, as the case may be,

 

conforming to those requirements.

 

(4)    

If the unnecessary material cannot readily be separated from the rest of the

 

document, the document is treated as not meeting the requirements for proper

 

delivery.

 

(5)    

If the unnecessary material can readily be separated from the rest of the

 

document, the registrar may register the document either—

 

(a)    

with the omission of the unnecessary material, or

 

(b)    

as delivered.’.

 



 
 

Report Stage Proceedings: 19th October 2006              

960

 

Companies Bill[ [], continued

 
 

Treatment of reserve arising from reduction of capital

 

Mr Secretary Darling

 

Added  NC87

 

To move the following Clause:—

 

‘(1)    

A reserve arising from the reduction of a company’s share capital is not

 

distributable, subject to any provision made by order under this section.

 

(2)    

The Secretary of State may by order specify cases in which—

 

(a)    

the prohibition in subsection (1) does not apply, and

 

(b)    

the reserve is to be treated for the purposes of Part 24 (distributions) as a

 

realised profit.

 

(3)    

An order under this section is subject to affirmative resolution procedure.’.

 


 

Company charges

 

Mr Secretary Darling

 

Added  nc88A

 

To move the following Clause:—

 

‘(1)    

The Secretary of State may by regulations make provision about the registration

 

of specified charges over property in the United Kingdom of a registered overseas

 

company.

 

(2)    

The power in subsection (1) includes power to make provision about—

 

(a)    

a registered overseas company that—

 

(i)    

has particulars registered in more than one part of the United

 

Kingdom,

 

(ii)    

has property in more than one part of the United Kingdom,

 

(b)    

the circumstances in which property is to be regarded, for the purposes of

 

the regulations, as being, or not being, in the United Kingdom or in a

 

particular part of the United Kingdom,

 

(c)    

the keeping by a registered overseas company of records and registers

 

about specified charges and their inspection,

 

(d)    

the consequences of a failure to register a charge in accordance with the

 

regulations,

 

(e)    

the circumstances in which a registered overseas company ceases to be

 

subject to the regulations.

 

(3)    

The regulations may for this purpose apply, with or without modifications, any of

 

the provisions of Part 26.

 

(4)    

The regulations may modify any reference in an enactment to Part 26, or to a

 

particular provision of that Part, so as to include a reference to the regulations or

 

to a specified provision of the regulations.

 

(5)    

Regulations under this section are subject to negative resolution procedure.

 

(6)    

In this section—

 

“registered overseas company” means an overseas company that has

 

registered particulars under section 1012(1), and


 
 

Report Stage Proceedings: 19th October 2006              

961

 

Companies Bill[ [], continued

 
 

“specified” means specified in the regulations.’.

 


 

The authorised minimum

 

Mr Secretary Darling

 

Added  NC92

 

To move the following Clause:—

 

‘(1)    

“The authorised minimum”, in relation to the nominal value of a public

 

company’s allotted share capital is—

 

(a)    

£50,000, or

 

(b)    

the prescribed euro equivalent.

 

(2)    

The Secretary of State may by order prescribe the amount in euros that is for the

 

time being to be treated as equivalent to the sterling amount of the authorised

 

minimum.

 

(3)    

This power may be exercised from time to time as appears to the Secretary of

 

State to be appropriate.

 

(4)    

The amount prescribed shall be determined by applying an appropriate spot rate

 

of exchange to the sterling amount and rounding to the nearest 100 euros.

 

(5)    

An order under this section is subject to negative resolution procedure.

 

(6)    

This section has effect subject to any exercise of the power conferred by section

 

(Power to alter authorised minimum) (power to alter authorised minimum).’.

 


 

Power to alter authorised minimum

 

Mr Secretary Darling

 

Added  nc93

 

To move the following Clause:—

 

‘(1)    

The Secretary of State may by order—

 

(a)    

alter the sterling amount of the authorised minimum, and

 

(b)    

make a corresponding alteration of the prescribed euro equivalent.

 

(2)    

The amount of the prescribed euro equivalent shall be determined by applying an

 

appropriate spot rate of exchange to the sterling amount and rounding to the

 

nearest 100 euros.

 

(3)    

An order under this section that increases the authorised minimum may—

 

(a)    

require a public company having an allotted share capital of which the

 

nominal value is less than the amount specified in the order to—

 

(i)    

increase that value to not less than that amount, or

 

(ii)    

re-register as a private company;

 

(b)    

make provision in connection with any such requirement for any of the

 

matters for which provision is made by this Act relating to—

 

(i)    

a company’s registration, re-registration or change of name,

 

(ii)    

payment for shares comprised in a company’s share capital, and


 
 

Report Stage Proceedings: 19th October 2006              

962

 

Companies Bill[ [], continued

 
 

(iii)    

offers to the public of shares in or debentures of a company,

 

    

including provision as to the consequences (in criminal law or otherwise)

 

of a failure to comply with any requirement of the order;

 

(c)    

provide for any provision of the order to come into force on different days

 

for different purposes.

 

(4)    

An order under this section is subject to affirmative resolution procedure.’.

 


 

Authorised minimum: application of initial requirement

 

Mr Secretary Darling

 

Added  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

 

Added  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.


 
 

Report Stage Proceedings: 19th October 2006              

963

 

Companies Bill[ [], continued

 
 

(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

 

Added  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

 

Added  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


 
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