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House of Lords

Session 2005 - 06 Internet Publications Other Bills before Parliament

Company Law Reform Bill [HL]

Company Law Reform Bill [HL]
EXPLANATORY NOTES
Explanatory notes to the Bill, prepared by the Department of Trade and Industry, are
published separately as HL Bill 34­­­—­­EN.
EUROPEAN CONVENTION ON HUMAN RIGHTS
The Lord Sainsbury of Turville has made the following statement under section
19(1)(a) of the Human Rights Act 1998:
In my view the provisions of the Company Law Reform Bill [HL] are compatible with
the Convention rights.
HL Bill 34                                                                                               54/1
Company Law Reform Bill [HL]
The Bill is divided into two volumes. Volume I contains Clauses 1 to 481.
Volume II contains Clauses 482 to 885 and the Schedules to the Bill.
Contents
Part 1
General introductory provisions
Companies and Companies Acts
1    Companies
2    The Companies Acts
Types of company
3    Limited and unlimited companies
4    Private and public companies
5    Companies limited by guarantee and having share capital
6    Community interest companies
Part 2
Company formation
General
7    Method of forming company
8    Memorandum of association
Requirements for registration
9    Registration documents
10    Statement of initial shareholdings
11    Statement of share capital
12    Statement of guarantee
13    Statement of proposed officers
14    Statement of compliance
Registration and its effect
15    Registration
16    Issue of certificate of incorporation
HL Bill 34                                                                                               54/1
Company Law Reform Bill [HL] ii
17    Effect of registration
Part 3
A company’s constitution
Chapter 1
Introductory
18    A company’s constitution
Chapter 2
Articles of association
General
19    Articles of association
20    Power of Secretary of State to prescribe model articles
21    Default application of model articles
Alteration of articles
22    Alteration of articles
23    Entrenched provisions of the articles
24    Notice to registrar in case of entrenched provisions
25    Notice to registrar of removal of entrenched provisions
26    Effect of alteration of articles on company’s members
27    Registrar to be sent copy of amended articles
28    Registrar’s notice to comply in case of failure with respect to amended articles
Supplementary
29    Existing companies: provisions of memorandum treated as provisions of
articles
Chapter 3
Resolutions and agreements affecting a company’s constitution
30    Resolutions and agreements affecting a company’s constitution
31    Copies of resolutions or agreements to be forwarded to and recorded by
registrar
32    Resolutions and agreements to be embodied in or attached to issued copies of
articles
Chapter 4
Miscellaneous and supplementary provisions
Statement of company’s objects
33    Statement of company’s objects
Company Law Reform Bill [HL] iii
Other provisions with respect to a company’s constitution
34    Constitutional documents to be provided to members
35    Effect of company’s constitution
36    Notice to registrar where company’s constitution altered by enactment
Supplementary provisions
37    Right to participate in profits otherwise than as member void
38    Application to single member companies of enactments and rules of law
Part 4
A company’s capacity and related matters
Capacity of company and power of directors to bind it
39    A company’s capacity
40    Power of directors to bind the company
41    Constitutional limitations: transactions involving directors or their associates
42    Constitutional limitations: companies that are charities
Formalities of doing business under the law of England and Wales or Northern Ireland
43    Company contracts
44    Execution of documents
45    Common seal
46    Execution of deeds
47    Execution of deeds abroad
48    Authentication of documents
Formalities of doing business under the law of Scotland
49    Execution of documents by companies
Other matters
50    Official seal for use abroad
51    Official seal for share certificates etc
52    Pre-incorporation contracts, deeds and obligations
53    Bills of exchange and promissory notes
Part 5
A company’s name
Chapter 1
General requirements
Prohibited names
54    Prohibited names
Company Law Reform Bill [HL] iv
Sensitive words and expressions
55    Names suggesting connection with government or public authority
56    Other sensitive words or expressions
57    Duty to seek comments of government department or other specified body
Permitted characters etc
58    Permitted characters etc
Chapter 2
Indications of company type or legal form
Required indications for limited companies
59    Public limited companies
60    Private limited companies
61    Exemption from requirement as to use of “limited”
62    Continuation of existing exemption: companies limited by shares
63    Continuation of existing exemption: companies limited by guarantee
64    Exempt company: restriction on alteration of articles
65    Power to direct change of name in case of company ceasing to be entitled to
exemption
Inappropriate use of indications of company type or legal form
66    Inappropriate use of indications of company type or legal form
Chapter 3
Similarity to other names
Similarity to other name on registrar’s index
67    Name not to be the same as another in the index
68    Power to direct change of name in case of similarity to existing name
69    Direction to change name: supplementary provisions
Similarity to other name in which person has goodwill
70    Objection to company’s registered name
71    Company names adjudicators
72    Procedural rules
73    Order requiring name to be changed
74    Appeal from adjudicator’s decision
Chapter 4
Other powers of the Secretary of State
75    Provision of misleading information etc
76    Misleading indication of activities
Company Law Reform Bill [HL] v
Chapter 5
Change of name
77    Change of name
78    Change of name by special resolution
79    Change of name by means provided for in company’s articles
80    Change of name: registration and issue of new certificate of incorporation
81    Change of name: effect
Chapter 6
Trading disclosures
82    Requirement to disclose company name etc
83    Civil consequences of failure to make required disclosure
84    Criminal consequences of failure to make required disclosures
85    Minor variations in form of name to be left out of account
Part 6
A company’s registered office
General
86    A company’s registered office
87    Change of address of registered office
Welsh companies
88    Welsh companies
Part 7
Re-registration as a means of altering a company’s status
Introductory
89    Alteration of status by re-registration
Private company becoming public
90    Re-registration of private company as public
91    Requirements as to share capital
92    Requirements as to net assets
93    Recent allotment of shares for non-cash consideration
94    Application and accompanying documents
95    Statement of proposed secretary
96    Issue of certificate of incorporation on re-registration
Public company becoming private
97    Re-registration of public company as private limited company
98    Application to court to cancel resolution

© Parliamentary copyright 2005	Revised 3 November 2005