Company Law Reform Bill [Lords]


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New clause 7

Notice of opening of overseas branch register
‘(1) A company that begins to keep an overseas branch register must give notice to the registrar within 14 days of doing so, stating the country or territory in which the register is kept.
(2) If default is made in complying with subsection (1), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(3) A person guilty of an offence under subsection (2) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 8

Keeping of overseas branch register
‘(1) An overseas branch register is regarded as part of the company’s register of members (“the main register”).
(2) The Secretary of State may make provision by regulations modifying any provision of Chapter 2 (register of members) as it applies in relation to an overseas branch register.
(3) Regulations under this section are subject to negative resolution procedure.
(4) Subject to the provisions of this Act, a company may by its articles make such provision as it thinks fit as to the keeping of overseas branch registers.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 9

Register or duplicate to be kept available for inspection in UK
‘(1) A company that keeps an overseas branch register must keep available for inspection—
(a) the register, or
(b) a duplicate of the register duly entered up from time to time,
at the place in the United Kingdom where the company’s main register is kept available for inspection.
(2) Any such duplicate is treated for all purposes of this Act as part of the main register.
(3) If default is made in complying with subsection (1), an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under subsection (3) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 10

Transactions in shares registered in overseas branch register
‘(1) Shares registered in an overseas branch register must be distinguished from those registered in the main register.
(2) No transaction with respect to shares registered in an overseas branch register may be registered in any other register.
(3) An instrument of transfer of a share registered in an overseas branch register—
(a) is regarded as a transfer of property situated outside the United Kingdom, and
(b) unless executed in a part of the United Kingdom, is exempt from stamp duty.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 11

Jurisdiction of local courts
‘(1) A competent court in a country or territory where an overseas branch register is kept may exercise the same jurisdiction as is exercisable by a court in the United Kingdom—
Brought up, and added to the Bill.

New clause 12

Discontinuance of overseas branch register
‘(1) A company may discontinue an overseas branch register.
(2) If it does so all the entries in that register must be transferred—
(a) to some other overseas branch register kept in the same country or territory, or
(b) to the main register.
(3) The company must give notice to the registrar within 14 days of the discontinuance.
(4) If default is made in complying with subsection (3), 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 subsection (4) is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 13

UK branch registers of overseas companies
‘(1) This section applies where, by virtue of the law in force in a country or territory to which this section applies, companies incorporated under that law have power to keep in the United Kingdom branch registers of their members resident in the United Kingdom.
(2) Her Majesty may by Order in Council direct that—
(a) section 113 (register of members to be kept available for inspection),
(b) sections 115 to 119 (rights to inspect and request copies), and
(c) section 124 (power of court to rectify register),
apply to and in relation to such branch registers, subject to any modifications and adaptations specified in the Order, as they apply to and in relation to the registers of companies subject to those sections.
(3) The countries and territories to which this section applies are—
(a) the Channel Islands and the Isle of Man, and
(b) those listed below.
Bangladesh
Malta
Botswana
Nigeria
Cyprus
Pakistan
Dominica
Seychelles
The Gambia
Sierra Leone
Ghana
Singapore
Guyana
South Africa
The Hong Kong Special Administrative Region of the People’s Republic of China
Sri Lanka
India
Swaziland
Ireland
Tonga
Kenya
Trinidad and Tobago
Kiribati
Uganda
Lesotho
Zambia
Malawi
Zimbabwe
Malaysia’.
[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 14

Authorised signatories
‘(1) The following are authorised signatories in relation to a company—
(a) every director of the company;
(b) in the case of a public company, the secretary (or any joint secretary) of the company;
(c) any person appointed as an authorised signatory under this Part.
(2) Every director, and every such secretary or person appointed as an authorised signatory, is by virtue of his appointment authorised to sign documents of any description on behalf of the company.
(3) The signature of any such person on behalf of the company is effective notwithstanding that it is afterwards discovered—
(a) that there was a defect in his appointment,
(b) that he was not qualified to be appointed, or
(c) that he had ceased to hold office.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 15

Appointment of authorised signatories
‘(1) A company may appoint one or more authorised signatories.
(2) This is in addition to its directors and, in the case of a public company, its secretary (or joint secretaries).
(3) A person so appointed must be an individual.
(4) An appointment under this section must comply with section (Minimum age for appointment as authorised signatory) (minimum age for appointment as authorised signatory).’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 16

Minimum age for appointment as authorised signatory
‘(1) A person may not be appointed an authorised signatory under this Part unless he has attained the age of 16 years.
(2) This does not affect the validity of an appointment that is not to take effect until the person appointed attains that age.
(3) An appointment made in contravention of this section is void.
(4) Nothing in this section affects any liability of a person under any provision of the Companies Acts if he purports to act as an authorised signatory although he could not, by virtue of this section, be validly appointed as an authorised signatory.’.—[Margaret Hodge.]
Brought up, and added to the Bill.

New clause 17

Register of authorised signatories
‘(1) Every company that has appointed one or more persons as authorised signatories under this Part must keep a register of those persons.
(2) The register—
(a) must contain the required particulars (see sections (Particulars of authorised signatories to be registered) and (Particulars to be registered: power to make regulations)) of each person so appointed, and
(b) must be kept available for inspection at the company’s registered office.
(3) The register must contain, in a prominent position, a statement—
(a) that the company’s directors, and in the case of a public company its secretary (or any of its joint secretaries), are also authorised signatories in relation to the company, and
(b) that particulars of those persons may be found in the company’s register of directors or register of secretaries.
(4) The register must be open to the inspection—
(a) of any member of the company without charge, and
(b) of any other person on payment of such fee as may be prescribed.
(5) If default is made in complying with subsection (1), (2) or (3), or if an inspection required under subsection (4) is refused, 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 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.
(7) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection.’.—[Margaret Hodge.]
Brought up, and added to the Bill.
 
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©Parliamentary copyright 2006
Prepared 21 July 2006