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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] viii
Appointment
139    Minimum age for appointment as director
140    Power to provide for exceptions from minimum age requirement
141    Existing under-age directors
142    Appointment of directors of public company to be voted on individually
143    Validity of acts of directors
Register of directors, etc
144    Register of directors
145    Particulars of directors to be registered: individuals
146    Particulars of directors to be registered: corporate directors and firms
147    Register of directors’ residential addresses
148    Particulars of directors to be registered: power to make regulations
149    Duty to notify registrar of changes
150    Application of provisions to shadow directors
Removal
151    Resolution to remove director
152    Director’s right to protest removal
Chapter 2
General duties of directors
Introductory
153    Scope and nature of general duties
The general duties
154    Duty to act within powers
155    Duty to promote the success of the company
156    Duty to exercise independent judgment
157    Duty to exercise reasonable care, skill and diligence
158    Duty to avoid conflicts of interest
159    Duty not to accept benefits from third parties
160    Duty to declare interest in proposed transaction or arrangement
Supplementary provisions
161    Civil consequences of breach of general duties
162    Cases within more than one of the general duties
163    Consent, approval or authorisation by members
164    Modification of provisions in relation to charitable companies
Chapter 3
Declaration of interest in existing transaction or arrangement
165    Declaration of interest in existing transaction or arrangement
166    Offence of failure to declare interest
167    Declaration made by notice in writing
Company Law Reform Bill [HL] ix
168    General notice treated as sufficient declaration
169    Declaration of interest in case of company with sole director
170    Declaration of interest in existing transaction by shadow director
Chapter 4
Transactions with directors requiring approval of members
Service contracts
171    Directors’ long-term service contracts: requirement of members’ approval
172    Directors’ long-term service contracts: civil consequences of contravention
Substantial property transactions
173    Substantial property transactions: requirement of members’ approval
174    Meaning of “substantial”
175    Exception for transactions with members or other group companies
176    Exception in case of company in winding up or administration
177    Exception for transactions on recognised investment exchange
178    Property transactions: civil consequences of contravention
179    Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions
180    Loans or quasi-loans: requirement of members’ approval
181    Meaning of “quasi-loan” and related expressions
182    Credit transactions: requirement of members’ approval
183    Meaning of “credit transaction”
184    Related arrangements: requirement of members’ approval
185    Exception for expenditure on company business
186    Exception for expenditure on defending proceedings etc
187    Exception for expenditure in connection with regulatory action or
investigation
188    Exceptions for minor and business transactions
189    Exceptions for intra-group transactions
190    Exceptions for money-lending companies
191    Other relevant transactions or arrangements
192    The value of transactions and arrangements
193    The person for whom a transaction or arrangement is entered into
194    Loans etc: civil consequences of contravention
195    Loans etc: effect of subsequent affirmation
Payments for loss of office
196    Payments for loss of office
197    Amounts taken to be payments for loss of office
198    Payment by company: requirement of members’ approval
199    Payment in connection with transfer of undertaking etc: requirement of
members’ approval
200    Payment in connection with share transfer: requirement of members’
approval
201    Exception for payments in discharge of legal obligations etc
202    Exception for small payments
Company Law Reform Bill [HL] x
203    Payments made without approval: civil consequences
Supplementary
204    Transactions requiring members’ approval: application of provisions to
shadow directors
205    Transactions requiring members’ approval: nature of resolution required
206    Approval by written resolution: accidental failure to send memorandum
207    Cases where approval is required under more than one provision
Chapter 5
Directors’ service contracts
208    Directors’ service contracts
209    Copy of contract or memorandum of terms to be available for inspection
210    Right of member to inspect and request copy
211    Directors’ service contracts: application of provisions to shadow directors
Chapter 6
Contracts with sole members who are directors
212    Contract with sole member who is also a director
Chapter 7
Directors’ liabilities
Provision protecting directors from liability
213    Provisions protecting directors from liability
214    Provision of insurance
215    Qualifying third party indemnity provision
216    Qualifying third party indemnity provision to be disclosed in directors’
report
217    Copy of qualifying third party indemnity provision to be available for
inspection
218    Right of member to inspect and request copy
Ratification of acts giving rise to liability
219    Ratification of acts of directors
Chapter 8
Directors’ residential addresses: protection from disclosure
220    Protected information
221    Protected information: restriction on use or disclosure by company
222    Protected information: restriction on use or disclosure by registrar
223    Permitted use or disclosure by the registrar
224    Disclosure under court order
225    Circumstances in which registrar may put address on the public record
Company Law Reform Bill [HL] xi
226    Putting the address on the public record
Chapter 9
Supplementary provisions
Provision for employees on cessation or transfer of business
227    Power to make provision for employees on cessation or transfer of business
Records of meetings of directors
228    Minutes of directors’ meetings
229    Minutes as evidence
Meaning of "director" and "shadow director"
230    “Director”
231    “Shadow director”
Other definitions
232    Persons connected with a director
233    Members of a director’s family
234    Director “connected with” a body corporate
235    Director “controlling” a body corporate
236    Associated bodies corporate
237    References to company’s constitution
General
238    Power to increase financial limits
239    Transactions under foreign law
Part 11
Derivative claims and proceedings by members
Chapter 1
Derivative claims in England and Wales or Northern Ireland
240    Derivative claims
241    Application for permission to continue derivative claim
242    Application for permission to continue claim as a derivative claim
243    Whether permission to be given
244    Application for permission to continue derivative claim brought by another
member
Chapter 2
Derivative proceedings in Scotland
245    Derivative proceedings
Company Law Reform Bill [HL] xii
246    Requirement for leave and notice
247    Application to continue proceedings as derivative proceedings
248    Granting of leave
249    Application by member to be substituted for member pursuing derivative
proceedings
Part 12
Company secretaries
General
250    Private company not required to have secretary
251    Public company required to have secretary
252    Direction requiring public company to appoint secretary
Provisions applying to secretaries of public companies
253    Qualifications of secretaries of public companies
254    Discharge of functions where office vacant or secretary unable to act
255    Duty to keep register of secretaries
256    Duty to notify registrar of changes
Supplementary
257    Particulars of secretaries to be registered: individuals
258    Particulars of secretaries to be registered: corporate secretaries and firms
259    Particulars of secretaries to be registered: power to make regulations
260    Acts done by person in dual capacity
Part 13
Resolutions and meetings
Chapter 1
General provisions about resolutions
261    Resolutions
262    Ordinary resolutions
263    Special resolutions
264    Votes: general rules
265    Votes: specific requirements
266    Votes of joint holders of shares
267    Effect of provision in company’s articles as to admissibility of votes
Chapter 2
Written resolutions
General provisions about written resolutions
268    Written resolutions of private companies
269    Eligible members
Company Law Reform Bill [HL] xiii
Circulation of written resolutions
270    Circulation date
271    Circulation of written resolutions proposed by directors
272    Members’ power to require circulation of written resolution
273    Circulation of written resolution proposed by members
274    Expenses of circulation
275    Application not to circulate members’ statement
Agreeing to written resolutions
276    Procedure for signifying agreement to written resolution
277    Period for agreeing to written resolution
Supplementary
278    Sending documents relating to written resolutions by electronic means
279    Publication of written resolution on website
280    Relationship between this Chapter and provisions of company’s articles
Chapter 3
Resolutions at meetings
General provisions about resolutions at meetings
281    Resolutions at general meetings
Calling meetings
282    Directors’ power to call general meetings
283    Members’ power to require directors to call general meeting
284    Directors’ duty to call meetings required by members
285    Power of members to call meeting at company’s expense
286    Power of court to order meeting
Notice of meetings
287    Notice required of general meeting
288    Manner in which notice to be given
289    Publication of notice of meeting on website
290    Persons entitled to receive notice of meetings
291    Contents of notices of meetings
292    Resolution requiring special notice
293    Accidental failure to give notice of resolution or meeting
Members’ statements
294    Members’ power to require circulation of statements
295    Company’s duty to circulate members’ statement
296    Expenses of circulating members’ statement
297    Application not to circulate members’ statement
Company Law Reform Bill [HL] xiv
Procedure at meetings
298    Quorum at meetings
299    Chairman of meeting
300    Declaration by chairman on a show of hands
301    Right to demand a poll
302    Voting on a poll
303    Representation of corporations at meetings
Proxies
304    Rights to appoint proxies
305    Notice of meeting to contain statement of rights
306    Company-sponsored invitations to appoint proxies
307    Notice required of appointment of proxy etc
308    Chairing meetings
309    Right of proxy to demand a poll
310    Notice required of termination of proxy’s authority
311    Saving for more extensive rights conferred by articles
Adjourned meetings
312    Resolution passed at adjourned meeting
Electronic communications
313    Sending documents relating to meetings etc in electronic form
Application to class meetings
314    Application to class meetings
315    Application to class meetings: companies without a share capital
Chapter 4
Public companies: additional requirements for AGMs
316    Public companies: annual general meeting
317    Public companies: notice of AGM
318    Public companies: members’ power to require circulation of resolutions for
AGMs
319    Public companies: company’s duty to circulate members’ resolutions for
AGMs
320    Public companies: expenses of circulating members’ resolutions for AGM
Chapter 5
Additional requirements for quoted companies
Website publication of poll results
321    Results of poll to be made available on website

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