Public Bill Committees

Previously called Standing Committees, Public Bill Commitees study proposed legislation (Bills) in detail, debating each clause and reporting any amendments to the Commons for further debate.

There are at least 16 MPs on a Committee, and the proportion of parties reflects the House of Commons, so the government always has a majority.

  • Company Law Reform Bill [Lords]

    1st sitting · Iau, 15 Mehefin 2006 · 43 speeches

    [Mr. Eric Illsleyin the Chair]

  • Company Law Reform Bill [Lords]

    2nd sitting · Mawrth, 20 Mehefin 2006 · 7 speeches

    [Mr. Eric Illsley in the Chair]

    • Clause 10

      7 speeches

      Statement of capital and initial shareholdings

    • Clause 15

      3 speeches

      Issue of certificate of incorporation

    • Clause 19

      25 speeches

      Power of Secretary of State to prescribe model articles

    • Clause 22

      63 speeches

      Entrenched provision of the articles

  • Company Law Reform Bill [Lords]

    3rd sitting · Mawrth, 20 Mehefin 2006

    [John Bercowin the Chair]

    • Clause 22

      2 speeches

      Entrenched provisions of the articles

    • Clause 23

      0 speeches

      Notice to registrar in case of entrenched provisions

    • Clause 24

      0 speeches

      Notice to registrar of removal of entrnched provisions

    • Clause 27

      5 speeches

      Registrar’s notice to comply in case of failure with respect to amended articles

    • Clause 28

      7 speeches

      Existing companies: provisions of memorandum treated as provisions of articles

    • Clause 29

      14 speeches

      Resolutions and agreements affecting a company’s constitution

    • Clause 31

      3 speeches

      Resolutions and agreements to be embodied in or attached to issued copies of articles

    • Clause 32

      6 speeches

      Statement of company’s objects

    • Clause 33

      12 speeches

      Constitutional documents to be provided to members

    • Clause 34

      4 speeches

      Effect of company’s constitution

    • Clause 35

      2 speeches

      Notice to registrar where company’s constitution altered by enactment

    • Clause 40

      7 speeches

      Power of directors to bind the company

    • Clause 41

      4 speeches

      Constitutional limitations: transactions involving directors or their associates

    • Clause 47

      0 speeches

      Execution of deeds or other documents by attorney

    • Clause 52

      5 speeches

      Pre-incorporation contracts, deeds and obligations

    • Clause 56

      5 speeches

      Other sensitive words or expressions

    • Clause 57

      4 speeches

      Duty to seek comments of government department or other specified body

  • Company Law Reform Bill [Lords]

    4th sitting · Iau, 22 Mehefin 2006

    [Mr. Eric Illsley in the Chair]

    • Clause 57

      32 speeches

      Duty to seek comments of government department or other specified body

    • Clause 62

      6 speeches

      Continuation of existing exemption: companies limited by shares

    • Clause 63

      3 speeches

      Continuation of existing exemption: companies limited by guarantee

    • Clause 64

      3 speeches

      Exempt company: restriction on alteration of articles

    • Clause 65

      3 speeches

      Power to direct change of name in case of company ceasing to be entitled to

    • Clause 67

      5 speeches

      Name not to be the same as another in the index

  • Company Law Reform Bill [Lords]

    5th sitting · Iau, 22 Mehefin 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 67

      9 speeches

      Name not to be the same as another in the index

    • Clause 70

      0 speeches

      Objection to company’s registered name

    • Clause 74

      5 speeches

      Appeal from adjudicator’s decision

    • Clause 76

      9 speeches

      Misleading indication of activities

    • Clause 78

      5 speeches

      Change of name by special resolution

    • Clause 82

      3 speeches

      Requirement to disclose company name etc

    • Clause 84

      3 speeches

      Criminal consequences of failure to make required disclosures

    • Clause 90

      3 speeches

      Re-registration of private company as public

    • Clause 98

      10 speeches

      Application to court to cancel resolution

    • Clause 102

      7 speeches

      Re-registration of private limited company as unlimited

    • Clause 103

      3 speeches

      Application and accompanying documents

    • Clause 105

      31 speeches

      Re-registration of unlimited company as limited

    • Clause 107

      7 speeches

      Issue of certificate of incorporation on re-registration

    • Clause 113

      3 speeches

      Register to be kept available for inspection

    • Clause 115

      46 speeches

      Rights to inspect and require copies

  • Company Law Reform Bill [Lords]

    6th sitting · Mawrth, 27 Mehefin 2006

    [Mr. Eric Illsley in the Chair]

    • Clause 115

      78 speeches

      Rights to inspect and require copies

    • Clause 116

      0 speeches

      Register of members: response to request for inspection or copy

    • Clause 120

      3 speeches

      Removal of entries relating to former members

    • Clause 125

      11 speeches

      Trusts not to be entered on register

    • Clause 127

      7 speeches

      Time limit for claims arising from entry in register

    • Clause 129

      3 speeches

      Prohibition on subsidiary being a member of its holding company

    • Clause 130

      5 speeches

      Shares acquired before prohibition became applicable

  • Company Law Reform Bill [Lords]

    7th sitting · Mawrth, 27 Mehefin 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 253

      129 speeches

      Private company not required to have secretary

    • Clause 255

      6 speeches

      Direction requiring public company to appoint a secretary

    • Clause 258

      11 speeches

      Duty to keep register of secretaries

    • Clause 259

      10 speeches

      Duty to notify registrar of changes

  • Company Law Reform Bill [Lords]

    8th sitting · Iau, 29 Mehefin 2006

    [John Bercow in the Chair]

    • Clause 260

      9 speeches

      Particulars of secretaries to be registered: individuals

    • Clause 262

      2 speeches

      Particulars of secretaries to be registered: power to make regulations

    • Resolutions

      5 speeches

      I beg to move amendment No. 327, in clause 264, page 122, line 5, at end add ‘, save in the case of a public company not being a quoted company, which may pass a written resolution in...

    • Clause 270

      5 speeches

      Effect of provision in company’s articles as to admissibility of votes

    • Clause 271

      7 speeches

      Written resolutions of private companies

    • Clause 274

      11 speeches

      Circulation of written resolutions proposed by directors

    • Clause 275

      11 speeches

      Members’ power to require written circulation of written resolution

  • Company Law Reform Bill [Lords]

    9th sitting · Iau, 29 Mehefin 2006

    [Mr. John Bercow in the Chair]

    • Clause 278

      5 speeches

      Application not to circulate members’ statement

    • Clause 279

      5 speeches

      Procedure for signifying agreement to written resolution

    • Clause 286

      3 speeches

      Members’ power to require directors to call general meeting

    • Clause 288

      2 speeches

      Power of members to call meeting at company’s expense

    • Clause 292

      5 speeches

      Publication of notice of meeting on website

    • Clause 293

      3 speeches

      Persons entitled to receive notice of meetings

    • Clause 303

      3 speeches

      Declaration by chairman on a show of hands

    • Clause 310

      3 speeches

      Notice required of appointment of proxy etc

    • Clause 318

      0 speeches

      Application to class meetings: companies without a share capital

    • Clause 319

      5 speeches

      Public companies: annual general meeting

    • Clause 325

      43 speeches

      Members’ power to require independent report on poll

    • Clause 335

      0 speeches

      Application of provisions to class meetings

    • Clause 347

      46 speeches

      Meaning of “political expenditure”

    • Clause 352

      7 speeches

      Liability of directors in case of unauthorised donation or expenditure

    • Clause 353

      5 speeches

      Enforcement of directors’ liabilities by shareholder action

  • Company Law Reform Bill [Lords]

    10th sitting · Mawrth, 4 Gorffennaf 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 357

      6 speeches

      Subscription for membership of trade association

    • Clause 359

      6 speeches

      Political expenditure exempted by order

    • Clause 360

      9 speeches

      Donations not amounting to more than £5,000 in any twelve month period

    • None

      7 speeches

      Powers of Secretary of State to give directions to inspectors

    • Clause 678

      6 speeches

      Power to obtain information from former inspectors etc

    • Clause 679

      3 speeches

      Power to require production of documents

    • Clause 680

      3 speeches

      Disqualification orders: consequential amendments

    • None

      3 speeches

      Registered name of overseas company

    • Clause 704

      3 speeches

      Accounts and reports: credit or financial institutions

    • Clause 717

      5 speeches

      Public notice of issue of certificate of incorporation

    • Clause 722

      3 speeches

      Power to require delivery by electronic means

    • Clause 723

      4 speeches

      Agreement for delivery by electronic means

    • Clause 724

      5 speeches

      Document not delivered until received

  • Company Law Reform Bill [Lords]

    11th sitting · Mawrth, 4 Gorffennaf 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 730

      6 speeches

      Public notice of receipt of certain documents

    • Clause 731

      3 speeches

      Documents subject to Directive disclosure requirements

    • Clause 732

      4 speeches

      Effect of failure to give public notice

    • Clause 739

      2 speeches

      Right to copy of material on the register

    • Clause 740

      20 speeches

      Material not available for public inspection

    • Clause 741

      1 speech

      Application to registrar to make address unavailable for public insepction

    • Clause 746

      9 speeches

      Registrar’s notice to resolve inconsistency on the register

    • Clause 747

      20 speeches

      Administrative removal of material from the register

    • Clause 748

      3 speeches

      Rectification of register on application to registrar

    • Clause 761

      2 speeches

      Transliteration of names and addresses: permitted characters

    • Clause 772

      2 speeches

      Contracting out of registrar’s functions

    • Clause 776

      9 speeches

      Application to bodies other than companies

    • Schedule 4

      3 speeches

      Amendments of remaining provisions of the Companies Act 1985 relating to offences

    • Clause 781

      2 speeches

      Summary proceedings: time limit for proceedings

    • Clause 788

      3 speeches

      Regulations about inspection of records and provision of copies

    • Clause 791

      4 speeches

      Service of documents on directors, secretaries and others

    • Schedule 6

      3 speeches

      Communications by a company other than a traded company

    • Clause 799

      7 speeches

      Deemed delivery of documents and information

    • Clause 822

      3 speeches

      Name suggesting connection with government or public authority

    • Clause 825

      5 speeches

      Withdrawal of Secretary of State’s approval

    • Clause 827

      21 speeches

      Name giving misleading indication of activities

    • Clause 831

      5 speeches

      Disclosure requried: business documents etc.

    • Clause 857

      16 speeches

      Appointment of the Independent Supervisor

  • Company Law Reform Bill [Lords]

    12th sitting · Iau, 6 Gorffennaf 2006

    [John Bercowin the Chair]

    • Clause 881

      1 speech

      Delegation of the Secretary of State’s functions

    • Clause 896

      3 speeches

      Competent authority’s power to call for information

    • Clause 899

      11 speeches

      Liability for false or misleading statements in certain publications

    • Clause 903

      2 speeches

      Grants to bodies concerned with actuarial standards etc

    • Clause 906

      5 speeches

      Disclosure of information under the Enterprise Act 2002

    • Clause 919

      3 speeches

      Power to make consequential amendments etc

    • Clause 921

      3 speeches

      Power to make transitional provision and savings

    • Clause 140

      6 speeches

      Companies required to have at least one director who is a natural person

    • Clause 141

      3 speeches

      Direction requiring company to make appointment

    • Clause 142

      3 speeches

      Minimum age for appointment as director

  • Company Law Reform Bill [Lords]

    13th sitting · Iau, 6 Gorffennaf 2006 · 1 speech

    [John Bercowin the Chair]

    • Clause 142

      14 speeches

      Minimum age for appointment as director

    • Clause 143

      2 speeches

      Power to provide for exceptions from minimum age requirement

    • Clause 145

      5 speeches

      Appointment of directors of public company to be voted on individually

    • Clause 150

      0 speeches

      Register of directors’ residential addresses

    • Clause 153

      10 speeches

      Application of provisions to shadow directors

    • Clause 155

      11 speeches

      Director’s right to protest removal

  • Company Law Reform Bill [Lords]

    14th sitting · Mawrth, 11 Gorffennaf 2006

    [John Bercowin the Chair]

    • Clause 158

      91 speeches

      Duty to promote the success of the company

  • Company Law Reform Bill [Lords]

    15th sitting · Mawrth, 11 Gorffennaf 2006

    [John Bercow in the Chair]

    • Clause 158

      41 speeches

      Duty to promote the success of the company

    • Clause 159

      7 speeches

      Duty to exercise indpendent judgment

    • Clause 160

      3 speeches

      Duty to exercise reasonable care, skill and diligence

  • Company Law Reform Bill [Lords]

    15th sitting · Mawrth, 11 Gorffennaf 2006

    [John Bercow in the Chair]

    • Clause 161

      19 speeches

      Duty to avoid conflicts of interest

    • Clause 162

      12 speeches

      Duty not to accept benefits from third parties

    • Clause 163

      3 speeches

      Duty to declare interest in proposed transaction or arrangement

    • Clause 164

      3 speeches

      Civil consequences of breach of general duties

    • Clause 167

      2 speeches

      Modification of provisions in relation to charitable companies

    • Clause 168

      3 speeches

      Declaration of interest in existing transaction or arrangement

    • Clause 170

      5 speeches

      Declaration made by notice in writing

    • Clause 174

      3 speeches

      Directors’ long-term service contracts: requirement of members’ approval

    • Clause 179

      3 speeches

      Exception in case of company in winding up or administration

    • Clause 181

      2 speeches

      Property transactions: civil consequences of contravention

    • Clause 185

      3 speeches

      Credit transactions: requirement of members’ approval

    • Clause 188

      2 speeches

      Exception for expenditure on company business

    • Clause 191

      5 speeches

      Exceptions for minor and business transactions

    • Clause 193

      2 speeches

      Exceptions for money-lending companies

    • Clause 195

      2 speeches

      The value of transactions and arrangements

    • Clause 216

      9 speeches

      Provisions protecting directors from liability

  • Company Law Reform Bill [Lords]

    16th sitting · Iau, 13 Gorffennaf 2006 · 9 speeches

    [Mr. Eric Illsleyin the Chair]

    • Clause 219

      0 speeches

      Qualifying third party indemnity provision to be disclosed in directors’ report

    • Clause 220

      0 speeches

      Copy of qualifying third party indemnity provision to be available for inspection

    • Clause 225

      5 speeches

      Protected information: restriction on use or disclosure by registrar

  • Company Law Reform Bill [Lords]

    17th sitting · Iau, 13 Gorffennaf 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 244

      3 speeches

      application for permission to continue derivative claim

    • Clause 245

      5 speeches

      application for permission to continue claim as a derivative claim

    • Clause 364

      4 speeches

      Companies qualifying as small: general

    • Clause 365

      0 speeches

      Companies quaifying as small: parent companies

    • Clause 383

      0 speeches

      Exemption for company included in non-EEA group accounts of larger group

    • Clause 391

      0 speeches

      Information about related undertakings

    • Clause 398

      0 speeches

      Contents of directors’ report: general

    • Clause 399

      45 speeches

      Contents of directors’ report: business review

    • Clause 419

      0 speeches

      Requirements in connection with publication of non-statutory accounts

    • Clause 429

      1 speech

      Filing obligations of medium-sized companies

    • Clause 445

      4 speeches

      Permitted disclosure of information obtained under compulsory powers

    • Clause 447

      3 speeches

      Liability for false or misleading statements in reports

    • Clause 449

      0 speeches

      Companies qualifying as medium-sized: general

    • Clause 450

      0 speeches

      companies qualifying as medium-sized: parent companies

    • Clause 453

      3 speeches

      preparation and filing of accounts in euros

    • Clause 462

      4 speeches

      Companies excluded from small companies exemption

    • Clause 467

      0 speeches

      Companies excluded from report exemption

    • Clause 497

      21 speeches

      Offences in connection with auditor’s report

    • Clause 500

      1 speech

      Resolution removing auditor from office

    • Clause 515

      2 speeches

      Meaning of “appropriate audit authority” and “major audit”

    • Clause 525

      5 speeches

      Terms of liability limitation agreement

  • Company Law Reform Bill [Lords]

    18th sitting · Mawrth, 18 Gorffennaf 2006 · 8 speeches

    [John Bercowin the Chair]

  • Company Law Reform Bill [Lords]

    19th sitting · Mawrth, 18 Gorffennaf 2006

    [Mr. Eric Illsleyin the Chair]

    • Schedule 2

      18 speeches

      Specified persons, descriptions of disclosures etc for the purposes of section 648

    • Clause 653

      13 speeches

      Failure to comply with rules about bid documentation

    • Clause 530

      9 speeches

      Prohibition of public offers by private companies

    • Clause 531

      24 speeches

      Meaning of “offer to the public”

    • Clause 532

      3 speeches

      Enforcement of prohibition: order restraining proposed contravention

    • Clause 533

      11 speeches

      Enforcement of prohibition: orders available to the court after contravention

    • Clause 534

      3 speeches

      Enforcement of prohibition: remedial order

  • Company Law Reform Bill [Lords]

    20th sitting · Iau, 20 Gorffennaf 2006

    [Mr. Eric Illsleyin the Chair]

    • Clause 540

      5 speeches

      Exercise by directors of power to allot shares etc

    • Clause 554

      5 speeches

      Commissions, discounts and allowances

    • Clause 558

      12 speeches

      Alteration of share capital of limited company

    • Clause 560

      3 speeches

      Notice to registrar of sub-division or consolidation

    • Clause 570

      14 speeches

      Circumstances in which companies may reduce share capital

    • Clause 574

      14 speeches

      Financial assistance by company for acquisition of shares

  • Company Law Reform Bill [Lords]

    21st sitting · Iau, 20 Gorffennaf 2006

    [John Bercowin the Chair]

    • Clause 574

      6 speeches

      Financial assistance by company for acquisition of shares

    • Clause 575

      3 speeches

      Circumstances in which financial assistance is not prohibited

    • Clause 577

      10 speeches

      Power of company to purchase own shares

    • Clause 590

      5 speeches

      Reduction of capital in connection with redenomination

    • Clause 600

      4 speeches

      Transfer of securities: power to make regulations

    • Clause 681

      3 speeches

      Voluntary striking off: extension to public companies

    • Clause 683

      5 speeches

      Application for administrative restoration to the register

    • Clause 138

      26 speeches

      Enjoyment or exercise of members’ rights

    • New clause 5

      0 speeches

      Statement of capital required where company already has share capital ‘(1) A company which on re-registration under section 107 already has allotted share capital must within 15 days after...

    • New clause 6

      0 speeches

      Overseas branch registers ‘(1) A company having a share capital may, if it transacts business in a country or territory to which this Chapter applies, cause to be kept there a branch...

    • New clause 7

      0 speeches

      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...

    • New clause 8

      0 speeches

      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...

    • New clause 9

      0 speeches

      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...

    • New clause 10

      0 speeches

      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...

    • New clause 11

      0 speeches

      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...

    • New clause 12

      0 speeches

      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...

    • New clause 13

      0 speeches

      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...

    • New clause 14

      0 speeches

      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...

    • New clause 15

      0 speeches

      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...

    • New clause 16

      0 speeches

      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...

    • New clause 17

      0 speeches

      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...

    • New clause 18

      0 speeches

      Particulars to be registered ‘(1) A company’s register of authorised signatories must contain the following particulars of each authorised signatory— (a) name and any former...

    • New clause 19

      0 speeches

      Particulars to be registered: power to make regulations ‘(1) The Secretary of State may make provision by regulations amending section (Particulars of authorised signatories to be...

    • New clause 20

      0 speeches

      Duty to notify registrar of changes ‘(1) A company must, within the period of 14 days from the occurrence of— (a) any change in the persons appointed as authorised signatories under...

    • New clause 28

      0 speeches

      Requirement of consent of Charity Commission: companies that are charities ‘For section 66 of the Charities Act 1993 (c. 10) substitute— “66 Consent of Commission required for...

    • New clause 29

      0 speeches

      Qualifying pension scheme indemnity provision ‘(1) Section 216(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision. (2)...

    • New Clause 36

      0 speeches

      Effect of provisions of articles as to enjoyment or exercise of members’ rights ‘(1) This section applies where provision is made by a company’s articles enabling a member to...

    • New Clause 37

      0 speeches

      Traded companies: nomination of person to enjoy information rights ‘(1) This section applies to a company whose shares are admitted to trading on a regulated market. (2) A member of such a...

    • New Clause 38

      0 speeches

      Information rights: form in which copies to be provided ‘(1) This section applies as regards the form in which copies are to be provided to a person nominated under section (Traded...

    • New Clause 39

      0 speeches

      Termination or suspension of nomination ‘(1) The following provisions have effect in relation to a nomination under section (Traded companies: nomination of person to enjoy information...

    • New Clause 40

      0 speeches

      Information as to possible rights in relation to voting ‘(1) This section applies where a company sends a copy of a notice of a meeting to a person nominated under section (Traded...

    • New Clause 41

      0 speeches

      Information rights: status of rights ‘(1) This section has effect as regards the rights conferred by a nomination under section (Traded companies: nomination of person to enjoy information...

    • New Clause 42

      0 speeches

      Information rights: power to amend ‘(1) The Secretary of State may by regulations amend the provisions of sections (Traded companies: nomination of persons to enjoy information rights) to...

    • New Clause 43

      0 speeches

      Exercise of rights where shares held on behalf of others: exercise in different ways ‘(1) Where a person holds shares in a company on behalf of more than one person— (a) rights...

    • New Clause 44

      0 speeches

      Exercise of rights where shares held on behalf of others: members’ requests ‘(1) This section applies for the purposes of— (a) section 297 (power to require circulation of...

    • New Clause 45

      0 speeches

      Shares ‘(1) In the Companies Acts “share”, in relation to a company, means share in the company’s share capital. (2) A company’s shares may no longer be converted...

    • New Clause 46

      0 speeches

      Nature of shares The shares or other interest of a member in a company are personal property (or, in Scotland, moveable property) and are not in the nature of real estate (or heritage).’....

    • New Clause 47

      0 speeches

      Nominal value of shares ‘(1) Shares in a limited company having a share capital must each have a fixed nominal value. (2) An allotment of a share that does not have a fixed nominal value is...

    • New Clause 48

      0 speeches

      Numbering of shares ‘(1) Each share in a company having a share capital must be distinguished by its appropriate number, except in the following circumstances. (2) If at any time— (a)...

    • New Clause 49

      0 speeches

      Transferability of shares ‘(1) The shares or other interest of any member in a company are transferable in accordance with the company’s articles. (2) This is subject to— (a)...

    • New Clause 50

      0 speeches

      Companies having a share capital References in the Companies Acts to a company having a share capital are to a company that has power under its constitution to issue shares.’....

    • New Clause 51

      0 speeches

      Issued and allotted share capital ‘(1) References in the Companies Acts— (a) to “issued share capital” are to shares of a company that have been issued; (b) to...

    • New Clause 52

      0 speeches

      Called-up share capital In the Companies Acts— “called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the...

    • New Clause 53

      0 speeches

      Equity share capital In the Companies Acts “equity share capital”, in relation to a company, means its issued share capital excluding any part of that capital that does not carry any...

    • New Clause 54

      0 speeches

      Exercise by directors of power to allot shares etc ‘(1) The directors of a company must not exercise any power of the company— (a) to allot shares in the company, or (b) to grant...

    • New Clause 55

      0 speeches

      Power of directors to allot shares etc: private company with only one class of shares Where a private company has only one class of shares, the directors may exercise any power of the...

    • New Clause 56

      0 speeches

      Power of directors to allot shares etc: authorisation by company ‘(1) The directors of a company may exercise a power of the company— (a) to allot shares in the company, or (b) to...

    • New Clause 57

      0 speeches

      General prohibition of commissions, discounts and allowances ‘(1) Except as permitted by section (permitted commission) (permitted commission), a company must not apply any of its shares or...

    • New Clause 58

      0 speeches

      Permitted commission ‘(1) A company may, if the following conditions are satisfied, pay a commission to a person in consideration of his subscribing or agreeing to subscribe (whether...

    • New Clause 59

      0 speeches

      Registration of allotment ‘(1) A company must register an allotment of shares as soon as practicable and in any event within two months after the date of the allotment. (2) This does not...

    • New Clause 60

      0 speeches

      Return of allotment by limited company ‘(1) This section applies to a company limited by shares and to a company limited by guarantee and having a share capital. (2) The company must,...

    • New Clause 61

      0 speeches

      Return of allotment by unlimited company allotting new class of shares ‘(1) This section applies to an unlimited company that allots shares of a class with rights that are not in all...

    • New Clause 62

      0 speeches

      Offence of failure to make return ‘(1) If a company makes default in complying with— section (return of allotment by limited company) (return of allotment of shares by limited...

    • New Clause 63

      0 speeches

      When shares are allotted ‘For the purposes of the Companies Acts shares in a company are taken to be allotted when a person acquires the unconditional right to be included in the...

    • New Clause 64

      0 speeches

      Provisions about allotment not applicable to shares taken on formation ‘The provisions of this Chapter have no application in relation to the taking of shares by the subscribers to the...

    • New Clause 65

      0 speeches

      Meaning of “equity securities” and related expressions ‘(1) In this Chapter— “equity securities” means— (c) ordinary shares in the company, or (d) rights...

    • New Clause 66

      0 speeches

      Existing shareholders’ right of pre-emption ‘(1) A company must not allot equity securities to a person on any terms unless— (a) it has made an offer to each person who holds...

    • New Clause 67

      0 speeches

      Communication of pre-emption offers to shareholders ‘(1) This section has effect as to the manner in which offers required by section (Existing shareholders’ right of pre-emption) are...

    • New Clause 68

      0 speeches

      Liability of company and officers in case of contravention ‘(1) This section applies where there is a contravention of— section (Existing shareholders’ right of pre-emption)...

    • New Clause 69

      0 speeches

      Exception to pre-emption right: bonus shares ‘Section (Existing shareholders’ right of pre-emption)(1) (existing shareholders’ right of pre-emption) does not apply in relation...

    • New Clause 70

      0 speeches

      Exception to pre-emption right: issue for non-cash consideration ‘Section (Existing shareholders’ right of pre-emption)(1) (existing shareholders’ right of pre-emption) does not...

    • New Clause 71

      0 speeches

      Exception to pre-emption right: securities held under employees’ share scheme ‘Section (Existing shareholders’ right of pre-emption) (existing shareholders’ right of...

    • New Clause 72

      0 speeches

      Exclusion of requirements by private companies ‘(1) All or any of the requirements of— (a) section (Existing shareholders’ right of pre-emption) (existing shareholders’...

    • New Clause 73

      0 speeches

      Exclusion of pre-emption right: articles conferring corresponding right ‘(1) The provisions of this section apply where, in a case in which section (Existing shareholders’ right of...

    • New Clause 74

      0 speeches

      Disapplication of pre-emption rights: private company with only one class of shares ‘(1) The directors of a private company that has only one class of shares may be given power by the...

    • New Clause 75

      0 speeches

      Disapplication of pre-emption rights: directors acting under general authorisation ‘(1) Where the directors of a company are generally authorised for the purposes of section (Power of...

    • New Clause 76

      0 speeches

      Disapplication of pre-emption rights by special resolution ‘(1) Where the directors of a company are authorised for the purposes of section (Power of directors to allot shares etc:...

    • New Clause 77

      0 speeches

      Liability for false statement in directors’ statement ‘(1) This section applies in relation to a directors’ statement under section (Disapplication of pre-emption rights by...

    • New Clause 78

      0 speeches

      Disapplication of pre-emption rights: sale of treasury shares ‘(1) This section applies in relation to a sale of shares that is an allotment of equity securities by virtue of section...

    • New Clause 79

      0 speeches

      References to holder of shares in relation to offer ‘(1) In this Chapter, in relation to an offer to allot securities required by— (a) section (Existing shareholders’ right of...

    • New Clause 80

      0 speeches

      Saving for other restrictions on offer or allotment ‘(1) The provisions of this Chapter are without prejudice to any other enactment by virtue of which a company is prohibited (whether...

    • New Clause 81

      0 speeches

      Saving for certain older pre-emption requirements ‘(1) In the case of a public company the provisions of this Chapter do not apply to an allotment of equity securities that are subject to a...

    • New Clause 82

      0 speeches

      Provisions about pre-emption not applicable to shares taken on formation ‘The provisions of this Chapter have no application in relation to the taking of shares by the subscribers to the...

    • New Clause 83

      0 speeches

      Public companies: allotment where issue not fully subscribed ‘(1) No allotment shall be made of shares of a public company offered for subscription unless— (a) the issue is subscribed...

    • New Clause 84

      0 speeches

      Public companies: effect of irregular allotment where issue not fully subscribed ‘(1) An allotment made by a public company to an applicant in contravention of section (Public companies:...

    • New Clause 85

      0 speeches

      Shares not to be allotted at a discount ‘(1) A company’s shares must not be allotted at a discount. (2) If shares are allotted in contravention of this section, the allottee is liable...

    • New Clause 86

      0 speeches

      Provision for different amounts to be paid on shares A company, if so authorised by its articles, may— (a) make arrangements on the issue of shares for a difference between the shareholders...

    • New Clause 87

      0 speeches

      General rule as to means of payment ‘(1) Shares allotted by a company, and any premium on them, may be paid up in money or money’s worth (including goodwill and know-how). (2) This...

    • New Clause 88

      0 speeches

      Meaning of payment in cash ‘(1) The following provisions have effect for the purposes of the Companies Acts. (2) A share in a company is deemed paid up (as to its nominal value or any...

    • New Clause 89

      0 speeches

      Public companies: shares taken by subscribers of memorandum ‘Shares taken by a subscriber to the memorandum of a public company in pursuance of an undertaking of his in the memorandum, and...

    • New Clause 90

      0 speeches

      Public companies: must not accept undertaking to do work or perform services ‘(1) A public company must not accept at any time, in payment up of its shares or any premium on them, an...

    • New Clause 91

      0 speeches

      Public companies: shares must be at least one-quarter paid up ‘(1) A public company must not allot a share except as paid up at least as to one-quarter of its nominal value and the whole of...

    • New Clause 92

      0 speeches

      Public companies: payment by long-term undertaking ‘(1) A public company must not allot shares as fully or partly paid up (as to their nominal value or any premium on them) otherwise than...

    • New Clause 93

      0 speeches

      Liability of subsequent holders of shares ‘(1) If a person becomes a holder of shares in respect of which— (a) there has been a contravention of any provision of this Chapter, and (b)...

    • New Clause 94

      0 speeches

      Power of court to grant relief ‘(1) This section applies in relation to liability under— section (Public companies: must not accept undertaking to do work or perform services)(2)...

    • New Clause 95

      0 speeches

      Penalty for contravention of this Chapter ‘(1) If a company contravenes any of the provisions of this Chapter, an offence is committed by— (a) the company, and (b) every officer of...

    • New Clause 96

      0 speeches

      Enforceability of undertakings to do work etc ‘(1) An undertaking given by any person, in or in connection with payment for shares in a company, to do work or perform services or to do any...

    • New Clause 97

      0 speeches

      The appropriate rate of interest ‘(1) For the purposes of this Chapter the “appropriate rate” of interest is 5% per annum or such other rate as may be specified by order made by...

    • New Clause 98

      0 speeches

      Public company: valuation of non-cash consideration for shares ‘(1) A public company must not allot shares as fully or partly paid up (as to their nominal value or any premium on them)...

    • New Clause 99

      0 speeches

      Exception to valuation requirement: arrangement with another company ‘(1) Section (Public company: valuation of non-cash consideration for shares) (valuation of non-cash consideration) does...

    • New Clause 100

      0 speeches

      Exception to valuation requirement: merger ‘(1) Section (Public company: valuation of non-cash consideration for shares) (valuation of non-cash consideration) does not apply to the...

    • New Clause 101

      0 speeches

      Non-cash consideration for shares: requirements as to valuation and report ‘(1) The provisions of sections (Valuation by independent person) to (Valuer entitled to full disclosure) (general...

    • New Clause 102

      0 speeches

      Copy of report to be delivered to registrar ‘(1) A company to which a report is made under section (Public company: valuation of non-cash consideration for shares) as to the value of any...

    • New Clause 103

      0 speeches

      Public company: agreement for transfer of non-cash asset in initial period ‘(1) A public company formed as such must not enter into an agreement — (a) with a person who is a...

    • New Clause 104

      0 speeches

      Agreement for transfer of non-cash asset: requirement of independent valuation ‘(1) The following conditions must have been complied with— (a) the consideration to be received by the...

    • New Clause 105

      0 speeches

      Agreement for transfer of non-cash asset: requirements as to valuation and report ‘(1) The provisions of sections (Valuation by independent person) to (Valuer entitled to full disclosure)...

    • New Clause 106

      0 speeches

      Agreement for transfer of non-cash asset: requirement of approval by members ‘(1) The following conditions must have been complied with— (a) the terms of the agreement must have been...

    • New Clause 107

      0 speeches

      Copy of resolution to be delivered to registrar ‘(1) A company that has passed a resolution under section (Agreement for transfer of non-cash asset: requirement of approval by members) with...

    • New Clause 108

      0 speeches

      Adaptation of provisions in relation to company re-registering as public ‘The provisions of sections (Public company: agreement for transfer of non-cash asset in initial period) to (Copy of...

    • New Clause 109

      0 speeches

      Agreement for transfer of non-cash asset: effect of contravention ‘(1) This section applies where a public company enters into an agreement in contravention of section (Public company:...

    • New Clause 110

      0 speeches

      Liability of subsequent holders of shares ‘(1) If a person becomes a holder of shares in respect of which— (a) there has been a contravention of section (Public company: valuation of...

    • New Clause 111

      0 speeches

      Power of court to grant relief ‘(1) A person who— (a) is liable to a company under any provision of this Chapter in relation to payment in respect of any shares in the company, or (b)...

    • New Clause 112

      0 speeches

      Penalty for contravention of this Chapter ‘(1) This section applies where a company contravenes—— section (Public company: valuation of non-cash consideration for shares)...

    • New Clause 113

      0 speeches

      Enforceability of undertakings to do work etc ‘(1) An undertaking given by any person, in or in connection with payment for shares in a company, to do work or perform services or to do any...

    • New Clause 114

      0 speeches

      The appropriate rate of interest ‘(1) For the purposes of this Chapter the “appropriate rate” of interest is 5% per annum or such other rate as may be specified by order made by...

    • New Clause 115

      0 speeches

      Application of share premiums ‘(1) If a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares must...

    • New Clause 116

      0 speeches

      Group reconstruction relief ‘(1) This section applies where the issuing company— (a) is a wholly owned subsidiary of another company (“the holding company”), and (b)...

    • New Clause 117

      0 speeches

      Merger relief ‘(1) This section applies where the issuing company has secured at least a 90% equity holding in another company in pursuance of an arrangement providing for the allotment of...

    • New Clause 118

      0 speeches

      Merger relief: meaning of 90% equity holding ‘(1) The following provisions have effect to determine for the purposes of section (Merger relief) (merger relief) whether a company...

    • New Clause 119

      0 speeches

      Power to make further provision by regulations ‘(1) The Secretary of State may by regulations make such provision as he thinks appropriate— (a) for relieving companies from the...

    • New Clause 120

      0 speeches

      Relief may be reflected in company’s balance sheet ‘An amount corresponding to the amount representing the premiums, or part of the premiums, on shares issued by a company that by...

    • New Clause 121

      0 speeches

      Interpretation of this Chapter ‘(1) In this Chapter— “arrangement” means any agreement, scheme or arrangement (including an arrangement sanctioned in accordance...

    • New Clause 122

      0 speeches

      Alteration of share capital of limited company ‘(1) A limited company having a share capital may not alter its share capital except in the following ways. (2) The company may— (a)...

    • New Clause 123

      0 speeches

      Sub-division or consolidation of shares ‘(1) A limited company having a share capital may— (a) sub-divide its shares, or any of them, into shares of a smaller nominal amount than its...

    • New Clause 124

      0 speeches

      Notice to registrar of sub-division or consolidation ‘(1) If a company exercises the power conferred by section (Sub-division or consolidation of shares) (sub-division or consolidation of...

    • New Clause 125

      0 speeches

      Re-conversion of stock into shares ‘(1) A limited company that has converted paid-up shares into stock (before the repeal by this Act of the power to do so) may re-convert that stock into...

    • New Clause 126

      0 speeches

      Notice to registrar of re-conversion of stock into shares ‘(1) If a company exercises a power conferred by section (Re-conversion of stock into shares) (reconversion of stock into shares)...

    • New Clause 127

      0 speeches

      Redenomination of share capital ‘(1) A limited company having a share capital may by ordinary resolution redenominate its share capital or any class of its share capital....

    • New Clause 128

      0 speeches

      Calculation of new nominal values ‘ ‘For each class of share the new nominal value of each share is calculated as follows: Step One Take the aggregate of the old nominal values of all...

    • New Clause 129

      0 speeches

      Effect of redenomination ‘(1) The redenomination of shares does not affect any rights or obligations of members under the company’s constitution, or any restrictions affecting members...

    • New Clause 130

      0 speeches

      Notice to registrar of redenomination ‘(1) If a limited company having a share capital redenominates any of its share capital, it must within one month after doing so give notice to the...

    • New Clause 131

      0 speeches

      Reduction of capital in connection with redenomination ‘(1) A company that passes a resolution redenominating some or all of its shares may, for the purpose of adjusting the nominal values...

    • New Clause 132

      0 speeches

      Notice to registrar of reduction of capital in connection with redenomination ‘(1) A company that passes a resolution under section (Reduction of capital in connection with redenomination)...

    • New Clause 133

      0 speeches

      Redenomination reserve ‘(1) The amount by which a company’s share capital is reduced under section (Reduction of capital in connection with redenomination) (reduction of capital in...

    • New Clause 134

      0 speeches

      Classes of shares ‘(1) For the purpose of this Chapter shares are of one class if the rights attached to them are in all respects uniform. (2) For this purpose the rights attached to shares...

    • New Clause 135

      0 speeches

      Variation of class rights: companies having a share capital ‘(1) This section is concerned with the variation of the rights attached to a class of shares in a company having a share...

    • New Clause 136

      0 speeches

      Variation of class rights: companies without a share capital ‘(1) This section is concerned with the variation of the rights of a class of members of a company where the company does not...

    • New Clause 137

      0 speeches

      Variation of class rights: saving for court’s powers under other provisions ‘Nothing in section (Variation of class rights: companies having a share capital) or (Variation of class...

    • New Clause 138

      0 speeches

      Right to object to variation: companies having a share capital ‘(1) This section applies where the rights attached to any class of shares in a company are varied under section (Variation of...

    • New Clause 139

      0 speeches

      Right to object to variation: companies without a share capital ‘(1) This section applies where the rights of any class of members of a company are varied under section (Variation of class...

    • New Clause 140

      0 speeches

      Copy of court order to be forwarded to the registrar ‘(1) The company must within 15 days after the making of an order by the court on an application under section (Right to  object to...

    • New Clause 141

      0 speeches

      Notice of name or other designation of class of shares ‘(1) Where a company assigns a name or other designation, or a new name or other designation, to any class of its shares, it must...

    • New Clause 142

      0 speeches

      Notice of particulars of variation of rights attached to shares ‘(1) Where the rights attached to any shares of a company are varied, the company must within one month from the date on...

    • New Clause 143

      0 speeches

      Notice of new class of members ‘(1) If a company not having a share capital creates a new class of members, the company must within one month from the date on which the new class is created...

    • New Clause 144

      0 speeches

      Notice of name or other designation of class of members ‘(1) Where a company not having a share capital assigns a name or other designation, or a new name or other designation, to any class...

    • New Clause 145

      0 speeches

      Notice of particulars of variation of class rights ‘(1) If the rights of any class of members of a company not having a share capital are varied, the company must within one month from the...

    • New Clause 146

      0 speeches

      Circumstances in which a company may reduce its share capital ‘(1) A limited company having a share capital may reduce its share capital— (a) in the case of a private company limited...

    • New Clause 147

      0 speeches

      Reduction of capital supported by solvency statement ‘(1) A resolution for reducing share capital of a private company limited by shares is supported by a solvency statement if— (a)...

    • New Clause 148

      0 speeches

      Solvency statement ‘(1) A solvency statement is a statement that each of the directors— (a) has formed the opinion, as regards the company’s situation at the date of the...

    • New Clause 149

      0 speeches

      Registration of resolution and supporting documents ‘(1) Within 15 days after the resolution for reducing share capital is passed the company must deliver to the registrar— (a) a copy...

    • New Clause 150

      0 speeches

      Application to court for order of confirmation ‘(1) Where a company has passed a resolution for reducing share capital, it may apply to the court for an order confirming the reduction. (2)...

    • New Clause 151

      0 speeches

      Creditors entitled to object to reduction ‘(1) Where this section applies (see section (Application to court for order of confirmation)(2) and (4)), every creditor of the company who at the...

    • New Clause 152

      0 speeches

      Offences in connection with list of creditors ‘(1) If an officer of the company— (a) intentionally or recklessly— (i) conceals the name of a creditor entitled to object to the...

    • New Clause 153

      0 speeches

      Court order confirming reduction ‘(1) The court may make an order confirming the reduction of capital on such terms and conditions as it thinks fit. (2) The court must not confirm the...

    • New Clause 154

      0 speeches

      Registration of order and statement of capital ‘(1) The registrar, on production of an order of the court confirming the reduction of a company’s share capital and the delivery of a...

    • New Clause 155

      0 speeches

      Public company reducing capital below authorised minimum ‘(1) This section applies where the court makes an order confirming a reduction of a public company’s capital that has the...

    • New Clause 156

      0 speeches

      Expedited procedure for re-registration as a private company ‘(1) The court may authorise the company to be re-registered as a private company without its having passed the special...

    • New Clause 157

      0 speeches

      Liability of members following reduction of capital ‘(1) Where a company’s share capital is reduced a member of the company (past or present) is not liable in respect of any share to...

    • New Clause 158

      0 speeches

      Liability to creditor in case of omission from list of creditors ‘(1) This section applies where, in the case of a reduction of capital confirmed by the court— (a) a creditor entitled...

    • New Clause 159

      0 speeches

      Shares no bar to damages against company ‘A person is not debarred from obtaining damages or other compensation from a company by reason only of his holding or having held shares in the...

    • New Clause 160

      0 speeches

      Public companies: duty of directors to call meeting on serious loss of capital ‘(1) Where the net assets of a public company are half or less of its called-up share capital, the directors...

    • New Clause 161

      0 speeches

      General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the following provisions of this Part— Sections (General prohibition of...

    • New Clause 162

      0 speeches

      General rule against limited company acquiring its own shares ‘(1) A limited company must not acquire its own shares, whether by purchase, subscription or otherwise, except in accordance...

    • New Clause 163

      0 speeches

      Exceptions to general rule ‘(1) A limited company may acquire any of its own fully paid shares otherwise than for valuable consideration. (2) Section (General rule against limited company...

    • New Clause 164

      0 speeches

      Treatment of shares held by nominee ‘(1) This section applies where shares in a limited company— (a) are taken by a subscriber to the memorandum as nominee of the company, (b) are...

    • New Clause 165

      0 speeches

      Liability of others where nominee fails to make payment in respect of shares ‘(1) This section applies where shares in a limited company— (a) are taken by a subscriber to the...

    • New Clause 166

      0 speeches

      Duty to cancel shares in public company held by or for the company ‘(1) This section applies in the case of a public company— (a) where shares in the company are forfeited, or...

    • New Clause 167

      0 speeches

      Notice of cancellation of shares ‘(1) Where a company cancels shares in order to comply with section (Duty to cancel shares in public company held by or for the company), it must within one...

    • New Clause 168

      0 speeches

      Re-registration as private company in consequence of cancellation ‘(1) Where a company is obliged to re-register as a private company to comply with section (Duty to cancel shares in public...

    • New Clause 169

      0 speeches

      Issue of certificate of incorporation on re-registration ‘(1) If on an application under section (Re-registration as private company in consequence of cancellation) the registrar is...

    • New Clause 170

      0 speeches

      Effect of failure to register ‘(1) If a public company that is required by section (Duty to cancel shares in public company held by or for the company) to apply to be re-registered as a...

    • New Clause 171

      0 speeches

      Offence in case of failure to cancel shares or re-register ‘(1) This section applies where a company, when required to do by section (Duty to cancel shares in public company held by or for...

    • New Clause 172

      0 speeches

      Application of provisions to company re-registering as public company ‘(1) This section applies where, after shares in a private company— (a) are forfeited in pursuance of the...

    • New Clause 173

      0 speeches

      Accounting treatment of shares held by public company or nominee ‘(1) Where— (a) a public company, or a nominee of a public company, acquires shares in the company, and (b) those...

    • New Clause 174

      0 speeches

      Public companies: general rule against lien or charge on own shares ‘(1) A lien or other charge of a public company on its own shares (whether taken expressly or otherwise) is void, except...

    • New Clause 175

      0 speeches

      Interests to be disregarded in determining whether company has beneficial interest ‘In determining for the purposes of this Chapter whether a company has a beneficial interest in shares,...

    • New Clause 176

      0 speeches

      Residual interest under pension scheme or employees’ share scheme ‘(1) Where the shares are held on trust for the purposes of a pension scheme or employees’ share scheme, there...

    • New Clause 177

      0 speeches

      Employer’s charges and other rights of recovery ‘(1) Where the shares are held on trust for the purposes of a pension scheme there shall be disregarded— (a) any charge or lien...

    • New Clause 178

      0 speeches

      Rights as personal representative or trustee ‘Where the company is a personal representative or trustee, there shall be disregarded any rights that the company has in that capacity...

    • New Clause 179

      0 speeches

      Meaning of “pension scheme” ‘(1) In this Chapter “pension scheme” means a scheme for the provision of benefits consisting of or including relevant benefits for or in...

    • New Clause 180

      0 speeches

      Application of provisions to directors ‘For the purposes of this Chapter references to “employer” and “employee”, in the context of a pension scheme or...

    • New Clause 181

      0 speeches

      Meaning of “financial assistance” ‘(1) In this Chapter “financial assistance” means— (a) financial assistance given by way of gift, (b) financial assistance...

    • New Clause 182

      0 speeches

      Assistance for acquisition of shares in public company ‘(1) Where a person is acquiring or proposing to acquire shares in a public company, it is not lawful for the company or any of its...

    • New Clause 183

      0 speeches

      Assistance by public company for acquisition of shares in its private holding company ‘(1) Where a person is acquiring or proposing to acquire shares in a private company, it is not lawful...

    • New Clause 184

      0 speeches

      Prohibited financial assistance an offence ‘(1) If a company contravenes section (Assistance for acquisition of shares in public company)(1) or (3) or section (Assistance by public company...

    • New Clause 185

      0 speeches

      Unconditional exceptions ‘(1) Neither section (Assistance for acquisition of shares in public company) nor section (Assistance by public company for acquisition of shares in its private...

    • New Clause 186

      0 speeches

      Conditional exceptions ‘(1) Neither section (Assistance for acquisition of shares in public company) nor section (Assistance by public company for acquisition of shares in its private...

    • New Clause 187

      0 speeches

      Definitions for this Chapter ‘(1) In this Chapter— “distributable profits”, in relation to the giving of any financial assistance— (g) means those profits out of...

    • New Clause 188

      0 speeches

      Power of limited company to issue redeemable shares ‘(1) A limited company having a share capital may issue shares that are to be redeemed or are liable to be redeemed at the option of the...

    • New Clause 189

      0 speeches

      Terms and manner of redemption ‘(1) The directors of a limited company may determine the terms, conditions and manner of redemption of shares if they are authorised to do so— (a) by...

    • New Clause 190

      0 speeches

      Payment for redeemable shares ‘(1) Redeemable shares in a limited company may not be redeemed unless they are fully paid. (2) The terms of redemption of shares in a limited company may...

    • New Clause 191

      0 speeches

      Financing of redemption ‘(1) A private limited company may redeem redeemable shares out of capital in accordance with Chapter (Redemption or purchase by private company out of capital) of...

    • New Clause 192

      0 speeches

      Redeemed shares treated as cancelled ‘Where shares in a limited company are redeemed— (a) the shares are treated as cancelled, and (b) the amount of the company’s issued share...

    • New Clause 193

      0 speeches

      Notice to registrar of redemption ‘(1) If a limited company redeems any redeemable shares it must within one month after doing so give notice to the registrar, specifying the shares...

    • New Clause 194

      0 speeches

      Power of limited company to purchase own shares ‘(1) A limited company having a share capital may purchase its own shares (including any redeemable shares), subject to— (a) the...

    • New Clause 195

      0 speeches

      Payment for purchase of own shares ‘(1) A limited company may not purchase its own shares unless they are fully paid. (2) Where a limited company purchases its own shares, the shares must...

    • New Clause 196

      0 speeches

      Financing of purchase of own shares ‘(1) A private limited company may purchase its own shares out of capital in accordance with Chapter (Redemption or purchase by private company out of...

    • New Clause 197

      0 speeches

      Authority for purchase of own shares ‘(1) A limited company may only purchase its own shares— (a) by an off-market purchase, in pursuance of a contract approved in advance in...

    • New Clause 198

      0 speeches

      Authority for off-market purchase ‘(1) A company may only make an off-market purchase of its own shares in pursuance of a contract approved in advance in accordance with this section. (2)...

    • New Clause 199

      0 speeches

      Resolution authorising off-market purchase: exercise of voting rights ‘(1) This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section...

    • New Clause 200

      0 speeches

      Resolution authorising off-market purchase: disclosure of details of contract ‘(1) This section applies in relation to a resolution to confer, vary, revoke or renew authority for the...

    • New Clause 201

      0 speeches

      Variation of contract for off-market purchase ‘(1) A company may only agree to a variation of a contract authorised under section (Authority for off-market purchase) (authority for...

    • New Clause 202

      0 speeches

      Resolution authorising variation: exercise of voting rights ‘(1) This section applies to a resolution to confer, vary, revoke or renew authority for the purposes of section (Variation of...

    • New Clause 203

      0 speeches

      Resolution authorising variation: disclosure of details of variation ‘(1) This section applies in relation to a resolution under section (Variation of contract for off-market purchase)...

    • New Clause 204

      0 speeches

      Release of company’s rights under contract for off-market purchase ‘(1) An agreement by a company to release its rights under a contract approved under section (Authority for...

    • New Clause 205

      0 speeches

      Authority for market purchase ‘(1) A company may only make a market purchase of its own shares if the purchase has first been authorised by a resolution of the company. (2) That...

    • New Clause 206

      0 speeches

      Copy of contract or memorandum to be available for inspection ‘(1) This section applies where a company has entered into— (a) a contract approved under section (Authority for...

    • New Clause 207

      0 speeches

      Enforcement of right to inspect copy or memorandum ‘(1) If default is made in complying with section (Copy of contract or memorandum to be available for inspection)(2) or (3), or an...

    • New Clause 208

      0 speeches

      No assignment of company’s right to purchase own shares ‘The rights of a company under a contract authorised under— (a) section (Authority for off-market purchase) (authority...

    • New Clause 209

      0 speeches

      Payments apart from purchase price to be made out of distributable profits ‘(1) A payment made by a company in consideration of— (a) acquiring any right with respect to the purchase...

    • New Clause 210

      0 speeches

      Treatment of shares purchased ‘Where a limited company makes a purchase of its own shares in accordance with this Chapter, then— (a) if section (Treasury shares) (treasury shares)...

    • New Clause 211

      0 speeches

      Return to registrar of purchase of own shares ‘(1) Where a company purchases shares under this Chapter, it must deliver a return to the registrar within the period of 28 days beginning with...

    • New Clause 212

      0 speeches

      Notice to registrar of cancellation of shares ‘(1) If on the purchase by a company of any of its own shares in accordance with this Part— (a) section (Treasury shares) (treasury...

    • New Clause 213

      0 speeches

      Power of private limited company to redeem or purchase own shares out of capital ‘(1) A private limited company may in accordance with this Chapter, but subject to any restriction or...

    • New Clause 214

      0 speeches

      The permissible capital payment ‘(1) The payment that may, in accordance with this Chapter, be made by a company out of capital in respect of the redemption or purchase of its own shares is...

    • New Clause 215

      0 speeches

      Available profits ‘(1) For the purposes of this Chapter the available profits of the company, in relation to the redemption or purchase of any shares, are the profits of the company that...

    • New Clause 216

      0 speeches

      Determination of available profits ‘(1) The available profits of the company are determined as follows. (2) First, determine the profits of the company by reference to the following items...

    • New Clause 217

      0 speeches

      Requirements for payment out of capital ‘(1) A payment out of capital by a private company for the redemption or purchase of its own shares is not lawful unless the requirements of the...

    • New Clause 218

      0 speeches

      Directors’ statement and auditor’s report ‘(1) The company’s directors must make a statement in accordance with this section. (2) The statement must specify the amount of...

    • New Clause 219

      0 speeches

      Directors’ statement: offence if no reasonable grounds for opinion ‘(1) If the directors make a statement under section (Directors’ statement and auditor’s report) without...

    • New Clause 220

      0 speeches

      Payment to be approved by special resolution ‘(1) The payment out of capital must be approved by a special resolution of the company. (2) The resolution must be passed on, or within the...

    • New Clause 221

      0 speeches

      Resolution authorising payment: exercise of voting rights ‘(1) This section applies to a resolution under section (Payment to be approved by special resolution) (authority for payment out...

    • New Clause 222

      0 speeches

      Resolution authorising payment: disclosure of directors’ statement and auditors’ report ‘(1) This section applies to a resolution under section (Payment to be approved by...

    • New Clause 223

      0 speeches

      Public notice of proposed payment ‘(1) Within the week immediately following the date of the resolution under section (Payment to be approved by special resolution) the company must cause...

    • New Clause 224

      0 speeches

      Directors’ statement and auditor’s report to be available for inspection ‘(1) The directors’ statement and auditor’s report must be kept available for inspection at...

    • New Clause 225

      0 speeches

      Application to court to cancel resolution ‘(1) Where a private company passes a special resolution approving a payment out of capital for the redemption or purchase of any of its...

    • New Clause 226

      0 speeches

      Notice to registrar of court application or order ‘(1) On making an application under section (Application to court to cancel resolution) (application to court to cancel resolution) the...

    • New Clause 227

      0 speeches

      When payment out of capital to be made ‘(1) The payment out of capital must be made— (a) no earlier than five weeks after the date on which the resolution under section (Payment to be...

    • New Clause 228

      0 speeches

      Treasury shares ‘(1) This section applies where— (a) a limited company makes a purchase of its own shares in accordance with Chapter (Purchase of own shares), (b) the purchase is made...

    • New Clause 229

      0 speeches

      Treasury shares: maximum holdings ‘(1) Where a company has shares of only one class, the aggregate nominal value of shares held as treasury shares must not at any time exceed 10% of the...

    • New Clause 230

      0 speeches

      Treasury shares: exercise of rights ‘(1) This section applies where shares are held by a company as treasury shares. (2) The company must not exercise any right in respect of the treasury...

    • New Clause 231

      0 speeches

      Treasury shares: disposal ‘(1) Where shares are held as treasury shares, the company may at any time— (a) sell the shares (or any of them) for a cash consideration, or (b) transfer...

    • New Clause 232

      0 speeches

      Treasury shares: notice of disposal ‘(1) Where shares held by a company as treasury shares— (a) are sold, or (b) are transferred for the purposes of an employees’ share scheme,...

    • New Clause 233

      0 speeches

      Treasury shares: cancellation ‘(1) Where shares are held as treasury shares, the company may at any time cancel the shares (or any of them). (2) If shares held as treasury shares cease to...

    • New Clause 234

      0 speeches

      Treasury shares: notice of cancellation ‘(1) Where shares held by a company as treasury shares are cancelled, the company must deliver a return to the registrar not later than 28 days after...

    • New Clause 235

      0 speeches

      Treasury shares: treatment of proceeds of sale ‘(1) Where shares held as treasury shares are sold, the proceeds of sale must be dealt with in accordance with this section. (2) If the...

    • New Clause 236

      0 speeches

      Treasury shares: offences ‘(1) If a company contravenes any of the provisions of this Chapter (except section (Treasury shares: notice of cancellation) (notice of cancellation)), an offence...

    • New Clause 237

      0 speeches

      The capital redemption reserve ‘(1) Where under this Part shares of a limited company are redeemed or purchased wholly out of the company’s profits, the amount by which the...

    • New Clause 238

      0 speeches

      Accounting consequences of payment out of capital ‘(1) This section applies where a payment out of capital is made in accordance with Chapter (Redemption or purchase by private company out...

    • New Clause 239

      0 speeches

      Effect of company’s failure to redeem or purchase ‘(1) This section applies where a company— (a) issues shares on terms that they are or are liable to be redeemed, or (b) agrees...

    • New Clause 240

      0 speeches

      Meaning of “distributable profits” ‘In this Part (except in Chapter (Financial assistance for purchase of own shares) (financial assistance): see section (Definitions for this...

    • New Clause 241

      0 speeches

      General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the provisions of this Part. (2) The regulations may— (a) amend or repeal...

    • New Clause 242

      0 speeches

      Meaning of “debenture” ‘In the Companies Acts “debenture” includes debenture stock, bonds and any other securities of a company, whether or not constituting a charge...

    • New Clause 243

      0 speeches

      Perpetual debentures ‘(1) A condition contained in debentures, or in a deed for securing debentures, is not invalid by reason only that the debentures are thereby made— (a)...

    • New Clause 244

      0 speeches

      Enforcement of contract to subscribe for debentures ‘A contract with a company to take up and pay for debentures of the company may by enforced by an order for specific...

    • New Clause 245

      0 speeches

      Registration of allotment of debentures ‘(1) A company must register an allotment of debentures as soon as practicable and in any event within two months after the date of the allotment....

    • New Clause 246

      0 speeches

      Debentures to bearer (Scotland) ‘Notwithstanding anything in the statute of the Scots Parliament of 1696, chapter 25, debentures to bearer issued in Scotland are valid and binding according...

    • New Clause 247

      0 speeches

      Register of debenture holders ‘(1) Any register of debenture holders of a company that is kept by the company must be kept available for inspection— (a) at the company’s...

    • New Clause 248

      0 speeches

      Register of debenture holders: right to inspect and require copy ‘(1) Every register of debenture holders of a company must, except when duly closed, be open to the inspection— (a) of...

    • New Clause 249

      0 speeches

      Register of debenture holders: response to request for inspection or copy ‘(1) Where a company receives a request under section (Register of debenture holders: right to inspect and require...

    • New Clause 250

      0 speeches

      Register of debenture holders: refusal of inspection or default in providing copy ‘(1) If an inspection required under section (Register of debenture holders: right to inspect and require...

    • New Clause 251

      0 speeches

      Register of debenture holders: offences in connection with request for or disclosure of information ‘(1) It is an offence for a person knowingly or recklessly to make in a request under...

    • New Clause 252

      0 speeches

      Time limit for claims arising from entry in register ‘(1) Liability incurred by a company— (a) from the making or deletion of an entry in the register of debenture holders, or (b)...

    • New Clause 253

      0 speeches

      Right of debenture holder to copy of deed ‘(1) Any holder of debentures of a company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of...

    • New Clause 254

      0 speeches

      Liability of trustees of debentures ‘(1) Any provision contained in— (a) a trust deed for securing an issue of debentures, or (b) any contract with the holders of debentures secured...

    • New Clause 255

      0 speeches

      Liability of trustees of debentures: saving for certain older provisions ‘(1) Section (Liability of trustees of debentures) (liability of trustees of debentures) does not operate— (a)...

    • New Clause 256

      0 speeches

      Power to re-issue redeemed debentures ‘(1) Where a company has redeemed debentures previously issued, then unless— (a) provision to the contrary (express or implied) is contained in...

    • New Clause 257

      0 speeches

      Deposit of debentures to secure advances ‘Where a company has deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures are not...

    • New Clause 258

      0 speeches

      Priorities where debentures secured by floating charge ‘(1) This section applies where debentures of a company registered in England and Wales or Northern Ireland are secured by a charge...

    • New Clause 259

      0 speeches

      Share certificate to be evidence of title ‘(1) In the case of a company registered in England and Wales or Northern Ireland, a certificate under the common seal of the company specifying...

    • New Clause 260

      0 speeches

      Duty of company as to issue of certificates etc on allotment ‘(1) A company must, within two months after the allotment of any of its shares, debentures or debenture stock, complete and...

    • New Clause 261

      0 speeches

      Registration of transfer ‘(1) A company may not register a transfer of shares in or debentures of the company unless— (a) a proper instrument of transfer has been delivered to it, or...

    • New Clause 262

      0 speeches

      Procedure on transfer being lodged ‘(1) When a transfer of shares in or debentures of a company has been lodged with the company, the company must either— (a) register the transfer,...

    • New Clause 263

      0 speeches

      Transfer of shares on application of transferor ‘On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of...

    • New Clause 264

      0 speeches

      Execution of share transfer by personal representative ‘An instrument of transfer of the share or other interest of a deceased member of a company— (a) may be made by his personal...

    • New Clause 265

      0 speeches

      Evidence of grant of probate etc ‘(1) The production to a company of any document that is by law sufficient evidence of the grant of— (a) probate of the will of a deceased person, (b)...

    • New Clause 266

      0 speeches

      Certification of instrument of transfer ‘(1) The certification by a company of an instrument of transfer of any shares in, or debentures of, the company is to be taken as a representation...

    • New Clause 267

      0 speeches

      Duty of company as to issue of certificates etc on transfer ‘(1) A company must, within two months after the date on which a transfer of any of its shares, debentures or debenture stock is...

    • New Clause 268

      0 speeches

      Issue of certificates etc: cases within the Stock Transfer Act 1982 ‘(1) Section (Duty of company as to issue of certificates etc on transfer)(1) (duty of company as to issue of...

    • New Clause 269

      0 speeches

      Issue of certificates etc: allotment or transfer to financial institution ‘(1) A company— (a) of which shares or debentures are allotted to a financial institution, (b) of which...

    • New Clause 270

      0 speeches

      Issue and effect of share warrant to bearer ‘(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share...

    • New Clause 271

      0 speeches

      Duty of company as to issue of certificates on surrender of share warrant ‘(1) A company must, within two months of the surrender of a share warrant for cancellation, complete and have...

    • New Clause 272

      0 speeches

      Offences in connection with share warrants (Scotland) ‘(1) If in Scotland a person— (a) with intent to defraud, forges or alters, or offers, utters, disposes of, or puts off, knowing...

    • New Clause 273

      0 speeches

      Issue of certificates etc: court order to make good default ‘(1) If a company on which a notice has been served requiring it to make good any default in complying with— (a) section...

    • New Clause 274

      0 speeches

      Scope of this Chapter ‘In this Chapter— (a) “securities” means shares, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme within the...

    • New Clause 275

      0 speeches

      Power to make regulations ‘(1) The power to make regulations under this Chapter is exercisable by the Treasury and the Secretary of State, either jointly or concurrently. (2) References in...

    • New Clause 276

      0 speeches

      Provision enabling procedures for evidencing and transferring title ‘(1) Provision may be made by regulations for enabling title to securities to be evidenced and transferred without a...

    • New Clause 277

      0 speeches

      Provision requiring arrangements to be adopted ‘(1) Regulations under this Chapter may make provision— (a) enabling the members of a company or of any designated class of companies to...

    • New Clause 278

      0 speeches

      Provision requiring arrangements to be adopted: order-making powers ‘(1) The authority having power to make regulations under this Chapter may by order— (a) designate classes of...

    • New Clause 279

      0 speeches

      Provision that may be included in regulations ‘Regulations under this Chapter may— (a) modify or exclude any provision of any enactment or instrument, or any rule of law; (b) apply,...

    • New Clause 280

      0 speeches

      Duty to consult ‘Before making— (a) regulations under this Chapter, or (b) any order under section (Provision requiring arrangements to be adopted: order making powers), the authority...

    • New Clause 281

      0 speeches

      Meaning of “distribution” ‘(1) In this Part “distribution” means every description of distribution of a company’s assets to its members, whether in cash or...

    • New Clause 282

      0 speeches

      Distributions to be made only out of profits available for the purpose ‘(1) A company may only make a distribution out of profits available for the purpose. (2) A company’s profits...

    • New Clause 283

      0 speeches

      Net asset restriction on distributions by public companies ‘(1) A public company may only make a distribution— (a) if the amount of its net assets is not less than the aggregate of...

    • New Clause 284

      0 speeches

      Distributions by investment companies out of accumulated revenue profits ‘(1) An investment company may make a distribution out of its accumulated, realised revenue profits if the following...

    • New Clause 285

      0 speeches

      Meaning of “investment company” ‘(1) In this Part an “investment company” means a public company that— (a) has given notice (which has not been revoked) to the...

    • New Clause 286

      0 speeches

      Investment company: condition as to holdings in other companies ‘(1) The condition referred to in section (Meaning of “investment company”)(2)(b) (requirements to be complied...

    • New Clause 287

      0 speeches

      Power to extend provisions relating to investment companies ‘(1) The Secretary of State may by regulations extend the provisions of sections (Distributions by investment companies out of...

    • New Clause 288

      0 speeches

      Justification of distribution by reference to relevant accounts ‘(1) Whether a distribution may be made by a company without contravening this Part, and the amount of a distribution that...

    • New Clause 289

      0 speeches

      Requirements where last annual accounts used ‘(1) The company’s last annual accounts means the company’s individual accounts— (a) that were last circulated to members in...

    • New Clause 290

      0 speeches

      Requirements where interim accounts used ‘(1) Interim accounts must be accounts that enable a reasonable judgment to be made as to the amounts of the items mentioned in section...

    • New Clause 291

      0 speeches

      Requirements where initial accounts used ‘(1) Initial accounts must be accounts that enable a reasonable judgment to be made as to the amounts of the items mentioned in section...

    • New Clause 292

      0 speeches

      Successive distributions etc by reference to the same accounts ‘(1) In determining whether a proposed distribution may be made by a company in a case where— (a) one or more previous...

    • New Clause 293

      0 speeches

      Realised losses and profits and revaluation of fixed assets ‘(1) The following provisions have effect for the purposes of this Part. (2) The following are treated as realised losses—...

    • New Clause 294

      0 speeches

      Determination of profit or loss in respect of asset where records incomplete In determining for the purposes of this Part whether a company has made a profit or loss in respect of an asset...

    • New Clause 295

      0 speeches

      Realised profits and losses of long term insurance business ‘(1) The provisions of this section have effect for the purposes of this Part as it applies in relation to an authorised...

    • New Clause 296

      0 speeches

      Treatment of development costs ‘(1) Where development costs are shown as an asset in a company’s accounts, any amount shown in respect of those costs is treated— (a) for the...

    • New Clause 297

      0 speeches

      Distributions in kind: determination of amount ‘(1) This section applies for determining the amount of a distribution consisting of or including, or treated as arising in consequence of,...

    • New Clause 298

      0 speeches

      Distributions in kind: treatment of unrealised profits ‘(1) This section applies where— (a) a company makes a distribution consisting of or including, or treated as arising in...

    • New Clause 299

      0 speeches

      Consequences of unlawful distribution ‘(1) This section applies where a distribution, or part of one, made by a company to one of its members is made in contravention of this Part. (2) If...

    • New Clause 300

      0 speeches

      Saving for certain older provisions in articles ‘(1) Where immediately before the relevant date a company was authorised by a provision of its articles to apply its unrealised profits in...

    • New Clause 301

      0 speeches

      Restriction on application of unrealised profits ‘A company must not apply an unrealised profit in paying up debentures or any amounts unpaid on its issued shares.’.—[Margaret...

    • New Clause 302

      0 speeches

      Treatment of certain older profits or losses ‘(1) Where the directors of a company are, after making all reasonable enquiries, unable to determine whether a particular profit made before...

    • New Clause 303

      0 speeches

      Application of rules of law restricting distributions ‘(1) Except as provided in this section, the provisions of this Part are without prejudice to any rule of law restricting the sums out...

    • New Clause 304

      0 speeches

      Saving for other restrictions on distributions ‘The provisions of this Part are without prejudice to any enactment, or any provision of a company’s articles, restricting the sums out...

    • New Clause 305

      0 speeches

      Minor definitions ‘(1) The following provisions apply for the purposes of this Part. (2) References to profit or losses of any description— (a) are to profits or losses of that...

    • New Clause 306

      0 speeches

      General power to make further provision by regulations ‘(1) The Secretary of State may by regulations modify the provisions of this Part. (2) The regulations may— (a) amend or repeal...

    • New Clause 307

      0 speeches

      Charges created by a company ‘(1) A company that creates a charge to which this section applies must deliver the prescribed particulars of the charge, together with the instrument (if any)...

    • New Clause 308

      0 speeches

      Charges which have to be registered: supplementary ‘(1) The holding of debentures entitling the holder to a charge on land is not, for the purposes of section (Charges created by a...

    • New Clause 309

      0 speeches

      Charges existing on property acquired ‘(1) This section applies where a company acquires property which is subject to a charge of a kind which would, if it had been created by the company...

    • New Clause 310

      0 speeches

      Charge in series of debentures ‘(1) Where a series of debentures containing, or giving by reference to another instrument, any charge to the benefit of  which debenture holders of that...

    • New Clause 311

      0 speeches

      Additional registration requirement for commission etc. in relation to debentures ‘(1) Where any commission, allowance or discount has been paid or made either directly or indirectly by a...

    • New Clause 312

      0 speeches

      Endorsement of certificate on debentures ‘(1) The company shall cause a copy of every certificate of registration given under section (Register of charges to be kept by registrar) to be...

    • New Clause 313

      0 speeches

      Charges created in, or over property in, jurisdictions outside the United Kingdom ‘(1) Where a charge is created outside the United Kingdom comprising property situated outside the United...

    • New Clause 314

      0 speeches

      Charges over property in another United Kingdom jurisdiction ‘(1) Subsection (2) applies where— (a) a charge comprises property situated in a part of the United Kingdom other than the...

    • New Clause 315

      0 speeches

      Northern Ireland: registration of certain charges etc., affecting land ‘(1) Where a charge imposed by an order under Article 46 of the 1981 Order or notice of such a charge is registered in...

    • New Clause 316

      0 speeches

      Register of charges to be kept by registrar ‘(1) The registrar shall keep, with respect to each company, a register of all the charges requiring registration under this Chapter. (2) In the...

    • New Clause 317

      0 speeches

      The period allowed for registration ‘(1) The period allowed for registration of a charge created by a company is— (a) 21 days beginning with the day after the day on which the charge...

    • New Clause 318

      0 speeches

      Registration of enforcement of security ‘(1) If a person obtains an order for the appointment of a receiver or manager of a company’s property, or appoints such a receiver or manager...

    • New Clause 319

      0 speeches

      Entries of satisfaction and release ‘(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to a registered charge— (a) that the debt for which...

    • New Clause 320

      0 speeches

      Rectification of register of charges ‘(1) Subsection (2) applies if the court is satisfied— (a) that the failure to register a charge before the end of the period allowed for...

    • New Clause 321

      0 speeches

      Consequence of failure to register charges created by a company ‘(1) If a company creates a charge to which section (Charges created by a company) applies, the charge is void (so far as any...

    • New Clause 322

      0 speeches

      Companies to keep copies of instruments creating charges ‘(1) Every company shall cause a copy of every instrument creating a charge, including every order or notice a copy of which has...

    • New Clause 323

      0 speeches

      Company’s register of charges ‘(1) Every limited company shall keep at its registered office a register of charges and enter in it— (a) all charges specifically affecting...

    • New Clause 324

      0 speeches

      Right to inspect instruments which create charges, etc. ‘(1) The copies of instruments creating any charge requiring registration under this Chapter with the registrar, and the register of...

    • New Clause 325

      0 speeches

      Charges created by a company (No.2) ‘(1) A company that creates a charge to which this section applies must deliver the prescribed particulars of the charge, together with a copy certified...

    • New Clause 326

      0 speeches

      Charges which have to be registered: supplementary (No. 2) ‘(1) A charge on land, for the purposes of section (Charges created by a company (No. 2))(7)(a), includes a charge created by a...

    • New Clause 327

      0 speeches

      Charges existing on property acquired (No. 2) ‘(1) Subsection (2) applies where a company acquires any property which is subject to a charge of any kind as would, if it had been created by...

    • New Clause 328

      0 speeches

      Charges by way of ex facie absolute disposition etc. ‘(1) For the avoidance of doubt, it is hereby declared that, in the case of a charge created by way of an ex facie absolute disposition...

    • New Clause 329

      0 speeches

      Charge in series of debentures (No. 2) ‘(1) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture-holders...

    • New Clause 330

      0 speeches

      Additional registration requirement for commission etc. in relation to debentures (No.2) ‘(1) Where any commission, allowance or discount has been paid or made either directly or indirectly...

    • New Clause 331

      0 speeches

      Charges on property outside the United Kingdom ‘Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the copy of the instrument creating or...

    • New Clause 332

      0 speeches

      Register of charges to be kept by registrar (No. 2) ‘(1) The registrar shall keep, with respect to each company, a register of all the charges requiring registration under this Chapter. (2)...

    • New Clause 333

      0 speeches

      The period allowed for registration (No. 2) ‘(1) The period allowed for registration of a charge created by a company is— (a) 21 days beginning with the day after the day on which the...

    • New Clause 334

      0 speeches

      Entries of satisfaction and relief ‘(1) Subsection (2) applies if a statement is delivered to the registrar verifying with respect to any registered charge— (a) that the debt for...

    • New Clause 335

      0 speeches

      Rectification of register of charges (No. 2) ‘(1) Subsection (2) applies if the court is satisfied— (a) that the failure to register a charge before the end of the period allowed for...

    • New Clause 336

      0 speeches

      Consequence of failure to register charges created by a company (No. 2) ‘(1) If a company creates a charge to which section (Charges created by a company (No. 2)) applies, the charge is...

    • New Clause 337

      0 speeches

      Companies to keep copies of instruments creating charges (No. 2) ‘(1) Every company shall cause a copy of every instrument creating a charge requiring registration under this Chapter to be...

    • New Clause 338

      0 speeches

      Company’s register of charges (No. 2) ‘(1) Every company shall keep at its registered office a register of charges and enter in it all charges specifically affecting property of the...

    • New Clause 339

      0 speeches

      Right to inspect copies of instruments and company’s register ‘(1) The copies of instruments creating charges requiring registration under this Chapter with the registrar, and the...

    • New Clause 340

      0 speeches

      Power to make provision for effect of registration in special register ‘(1) In this section a “special register” means a register, other than the register of charges kept under...

    • New Clause 341

      0 speeches

      General power to make amendments to this Part ‘(1) The Secretary of State may by regulations under this section— (a) amend this Part by altering, adding or repealing provisions, (b)...

    • New Clause 342

      0 speeches

      Scheme of this Part ‘(1) The provisions of this Part apply where a compromise or arrangement is proposed— (a) between a company and its creditors, or any class of them, or (b) between...

    • New Clause 343

      0 speeches

      Court sanction for compromise or arrangement ‘Where a compromise or arrangement is proposed between a company and its creditors, or any class of them, or between the company and its...

    • New Clause 344

      0 speeches

      Meeting of creditors or members On receiving an application under section (Court sanction for compromise or arrangement) (application to sanction compromise or arrangement with creditors or...

    • New Clause 345

      0 speeches

      Statement to be circulated or made available ‘(1) Where a meeting is summoned under section (Meeting of creditors or members)— (a) every notice summoning the meeting that is sent to a...

    • New Clause 346

      0 speeches

      Duty of directors and trustees to provide information ‘(1) It is the duty of— (a) any director of the company, and (b) any trustee for its debenture holders, to give notice to the...

    • New Clause 347

      0 speeches

      Court order sanctioning compromise or arrangement ‘(1) The court may sanction a compromise or arrangement only if, at a meeting summoned under section (Meeting of creditors or members), a...

    • New Clause 348

      0 speeches

      Copy of court order to be annexed to copies of company’s constitution ‘(1) A copy of every order of the court under section (Court order sanctioning compromise or arrangement) (order...

    • New Clause 349

      0 speeches

      Powers of court to facilitate reconstruction or amalgamation ‘(1) This section applies where— (a) application is made to the court under section (Court sanction for compromise or...

    • New Clause 350

      0 speeches

      Copy of order to be delivered to the registrar ‘(1) Where an order is made under section (Powers of court to facilitate reconstruction or amalgamation) (powers of court to facilitate...

    • New Clause 351

      0 speeches

      Power to make provision for mergers and divisions of public companies ‘(1) Where— (a) a compromise or arrangement is proposed between a public company and any such persons as are...

    • New Clause 352

      0 speeches

      Meaning of “takeover offer” ‘(1) For the purposes of this Chapter an offer to acquire shares in a company is a “takeover offer” if the following two conditions are...

    • New Clause 353

      0 speeches

      Shares already held by the offeror etc ‘(1) The reference in section (Meaning of “takeover offer”)(2) to shares already held by the offeror includes a reference to shares that...

    • New Clause 354

      0 speeches

      Cases where offer treated as being on same terms ‘(1) The condition in section (Meaning of “takeover offer”)(3) (terms of offer to be the same for all shares or all shares of...

    • New Clause 355

      0 speeches

      Shares to which an offer relates ‘(1) Where a takeover offer is made and, during the period beginning with the date of the offer and ending when the offer can no longer be accepted, the...

    • New Clause 356

      0 speeches

      Effect of impossibility etc of communicating or accepting offer ‘(1) Where there are holders of shares in a company to whom an offer to acquire shares in the company is not communicated,...

    • New Clause 357

      0 speeches

      Right of offeror to buy out minority shareholder ‘(1) Subsection (2) applies in a case where a takeover offer does not relate to shares of different classes. (2) If the offeror has, by...

    • New Clause 358

      0 speeches

      Further provision about notices given under section (Right of offeror to buy out minority shareholder) ‘(1) A notice under section (Right of offeror to buy out minority shareholder) must be...

    • New Clause 359

      0 speeches

      Effect of notice under section (Right of offeror to buy out minority shareholder) ‘(1) Subject to section (Applications to the court), this section applies where the offeror gives a...

    • New Clause 360

      0 speeches

      Further provision about consideration held on trust under section (Effect of notice under section (Right of offeror to buy out minority shareholder))(9) ‘(1) This section applies where an...

    • New Clause 361

      0 speeches

      Right of minority shareholder to be bought out by offeror ‘(1) Subsections (2) and (3) apply in a case where a takeover offer relates to all the shares in a company. For this purpose a...

    • New Clause 362

      0 speeches

      Further provision about rights conferred by section (Right of minority shareholder to be bought out by offeror) ‘(1) Rights conferred on a shareholder by subsection (2), (3) or (4) of...

    • New Clause 363

      0 speeches

      Effect of requirement under section (Right of minority shareholder to be bought out by offeror) ‘(1) Subject to section (Applications to the court), this section applies where a shareholder...

    • New Clause 364

      0 speeches

      Applications to the court ‘(1) Where a notice is given under section (Right of offeror to buy out minority shareholder) to a shareholder the court may, on an application made by him,...

    • New Clause 365

      0 speeches

      Joint offers ‘(1) In the case of a takeover offer made by two or more persons jointly, this Chapter has effect as follows. (2) The conditions for the exercise of the rights conferred by...

    • New Clause 366

      0 speeches

      Associates ‘(1) In this Chapter “associate”, in relation to an offeror, means— (a) a nominee of the offeror, (b) a holding company, subsidiary or fellow subsidiary of the...

    • New Clause 367

      0 speeches

      Convertible securities ‘(1) For the purposes of this Chapter securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for...

    • New Clause 368

      0 speeches

      Debentures carrying voting rights ‘(1) For the purposes of this Chapter debentures issued by a company to which subsection (2) applies are treated as shares in the company if they carry...

    • New Clause 369

      0 speeches

      Interpretation ‘(1) In this Chapter— “the company” means the company whose shares are the subject of a takeover offer; “date of the offer” means— (m)...

    • New Clause 370

      0 speeches

      Offence of fraudulent trading ‘(1) If any business of a company is carried on with intent to defraud creditors of the company or creditors of any other person, or for any fraudulent...

    • New Clause 371

      0 speeches

      Petition by company member ‘(1) A member of a company may apply to the court by petition for an order under this Part on the ground— (a) that the company’s affairs are being or...

    • New Clause 372

      0 speeches

      Petition by Secretary of State ‘(1) This section applies to a company in respect of which— (a) the Secretary of State has received a report under section 437 of the Companies Act 1985...

    • New Clause 373

      0 speeches

      Powers of the court under this Part ‘(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of...

    • New Clause 374

      0 speeches

      Application of rule-making powers ‘The power to make rules under section 411 of the Insolvency Act 1986 or Article 359 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I....

    • New Clause 375

      0 speeches

      Copy of order affecting company’s articles to be delivered to registrar ‘(1) Where an order of the court under this Part— (a) alters the company’s articles, or (b) gives...

    • New Clause 376

      0 speeches

      Power to strike off company not carrying on business or in operation ‘(1) If the registrar has reasonable cause to believe that a company is not carrying on business or in operation, the...

    • New Clause 377

      0 speeches

      Duty to act in case of company being wound up ‘(1) If, in a case where a company is being wound up— (a) the registrar has reasonable cause to believe— (i) that no liquidator is...

    • New Clause 378

      0 speeches

      Supplementary provisions as to service of letter or notice ‘(1) A letter or notice to be sent under section (Power to strike off company not carrying on business or in operation) or (Duty...

    • New Clause 379

      0 speeches

      Striking off on application by company ‘(1) On application by a company, the registrar of companies may strike the company’s name off the register. (2) The application— (a) must...

    • New Clause 380

      0 speeches

      Circumstances in which application not to be made: activities of company ‘(1) An application under section (Striking off on application by company) on behalf of a company must not be made...

    • New Clause 381

      0 speeches

      Circumstances in which application not to be made: other proceedings not concluded ‘(1) An application under section (Striking off on application by company) on behalf of a company must not...

    • New Clause 382

      0 speeches

      Copy of application to be given to members, employees, etc ‘(1) A person who makes an application under section (Striking off on application by company) on behalf of a company must secure...

    • New Clause 383

      0 speeches

      Copy of application to be given to new members, employees, etc ‘(1) This section applies in relation to any time after the day on which a company makes an application under section...

    • New Clause 384

      0 speeches

      Copy of application: provisions as to service of documents ‘(1) The following provisions have effect for the purposes of— section (Copy of application to be given to members,...

    • New Clause 385

      0 speeches

      Circumstances in which application to be withdrawn ‘(1) This section applies where, at any time on or after the day on which a company makes an application under section (Striking off on...

    • New Clause 386

      0 speeches

      Withdrawal of application ‘An application under section (Striking off on application by company) is withdrawn by notice to the registrar.’.—[Margaret Hodge.]

    • New Clause 387

      0 speeches

      Meaning of “creditor” ‘In this Chapter “creditor” includes a contingent or prospective creditor.’.—[Margaret Hodge.]

    • New Clause 388

      0 speeches

      Property of dissolved company to be bona vacantia ‘(1) When a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its...

    • New Clause 389

      0 speeches

      Crown disclaimer of property vesting as bona vacantia ‘(1) Where property vests in the Crown under section (Property of dissolved company to be bona vacantia), the Crown’s title to it...

    • New Clause 390

      0 speeches

      Effect of Crown disclaimer ‘(1) Where notice of disclaimer is executed under section (Crown disclaimer of property vesting as bona vacantia) as respects any property, that property is...

    • New Clause 391

      0 speeches

      General effect of disclaimer (EW and NI) ‘(1) The Crown’s disclaimer operates so as to determine, as from the date of the disclaimer, the rights, interests and liabilities of the...

    • New Clause 392

      0 speeches

      Disclaimer of leaseholds (EW and NI) ‘(1) The disclaimer of any property of a leasehold character does not take effect unless a copy of the disclaimer has been served (so far as the Crown...

    • New Clause 393

      0 speeches

      Power of court to make vesting order (EW and NI) ‘(1) The court may on application by a person who— (a) claims an interest in the disclaimed property, or (b) is under a liability in...

    • New Clause 394

      0 speeches

      Protection of persons holding under a lease (EW and NI) ‘(1) The court must not make an order under section (Power of court to make vesting order (EW and NI)) vesting property of a...

    • New Clause 395

      0 speeches

      Land subject to rentcharge (EW and NI) ‘Where in consequence of the disclaimer land vests in any person, neither he nor his successors in title are subject to any personal liability in...

    • New Clause 396

      0 speeches

      General effect of disclaimer (Sc) ‘(1) The Crown’s disclaimer operates to determine, as from the date of the disclaimer, the rights, interests and liabilities of the company, and the...

    • New Clause 397

      0 speeches

      Power of court to make vesting order (Sc) ‘(1) The court may— (a) on application by a person who either claims an interest in disclaimed property or is under a liability not...

    • New Clause 398

      0 speeches

      Protection of persons holding under a lease (Sc) ‘(1) Where the property disclaimed is held under a lease in favour of a person claiming under the company, whether— (a) as sub-lessee,...

    • New Clause 399

      0 speeches

      Liability for rentcharge on company’s land after dissolution ‘(1) This section applies where on the dissolution of a company land in England and Wales or Northern Ireland that is...

    • New Clause 400

      0 speeches

      Application for administrative restoration to the register ‘(1) An application may be made to the registrar to restore to the register a company that has been struck off the register under...

    • New Clause 401

      0 speeches

      Requirements for administrative restoration ‘(1) On an application under section (Application for administrative restoration to the register) the registrar shall restore the company to the...

    • New Clause 402

      0 speeches

      Application to be accompanied by statement of compliance ‘(1) An application under section (Application for administrative restoration to the register) (application for administrative...

    • New Clause 403

      0 speeches

      Registrar’s decision on application for administrative restoration ‘(1) The registrar must give notice to the applicant of the decision on an application under section (Application...

    • New Clause 404

      0 speeches

      Effect of administrative restoration ‘(1) The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been...

    • New Clause 405

      0 speeches

      Application to court for restoration to the register ‘(1) An application may be made to the court to restore to the register a company— (a) that has been dissolved under Chapter 9 of...

    • New Clause 406

      0 speeches

      When application to the court may be made ‘(1) An application to the court for restoration of a company to the register may be made at any time for the purpose of bringing proceedings...

    • New Clause 407

      0 speeches

      Decision on application for restoration by the court ‘(1) On an application under section (Application to court for restoration to the register) the court may order the restoration of the...

    • New Clause 408

      0 speeches

      Effect of court order for restoration to the register ‘(1) The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in...

    • New Clause 409

      0 speeches

      Company’s name on restoration ‘(1) A company is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions....

    • New Clause 410

      0 speeches

      Effect of restoration to the register where property has vested as bona vacantia ‘(1) The person in whom any property or right is vested by section (Property of dissolved company to be bona...

    • New Clause 411

      0 speeches

      Production and inspection of documents where offence suspected ‘(1) An application under this section may be made— (a) in England and Wales, to a judge of the High Court by the...

    • New Clause 412

      0 speeches

      Application of valuation requirements ‘The provisions of sections (Valuation by qualified independent person) to (Valuer entitled to full disclosure) apply to the valuation and report...

    • New Clause 413

      0 speeches

      Valuation by qualified independent person ‘(1) The valuation and report must be made by a person (“the valuer”) who— (a) is eligible for appointment as a statutory auditor...

    • New Clause 414

      0 speeches

      The independence requirement ‘(1) A person meets the independence requirement for the purposes of section (Valuation by qualified independent person) only if— (a) he is not— (i)...

    • New Clause 415

      0 speeches

      Meaning of “associate” ‘(1) This section defines “associate” for the purposes of section (The independence requirement) (valuation: independence requirement). (2) In...

    • New Clause 416

      0 speeches

      Valuer entitled to full disclosure ‘(1) A person carrying out a valuation or making a report with respect to any consideration proposed to be accepted or given by a company, is entitled to...

    • New Clause 417

      0 speeches

      Meaning of “subsidiary” etc ‘(1) A company is a “subsidiary” of another company, its “holding company”, if that other company— (a) hold a majority...

    • New Clause 418

      0 speeches

      Meaning of “subsidiary” etc: power to amend ‘(1) The Secretary of State may by regulations amend the provisions of section (Meaning of “subsidiary” etc) (meaning of...

    • New Clause 419

      0 speeches

      Meaning of “banking company” and “banking group” ‘(1) This section defines “banking company” and “banking group” for the purposes of the...

    • New Clause 420

      0 speeches

      Meaning of “insurance company” and related expressions ‘(1) This section defines “insurance company”, “authorised insurance company”, “insurance...

    • New Clause 421

      0 speeches

      “Employees’ share scheme” ‘For the purposes of the Companies Acts an employees’ share scheme is a scheme for encouraging or facilitating the holding of shares in or...

    • New Clause 422

      0 speeches

      Meaning of “prescribed” ‘In the Companies Acts “prescribed” means prescribed (by order or by regulations) by the Secretary of State.’.—[Margaret Hodge.]

    • New Clause 423

      0 speeches

      Persons subject to foreign restrictions ‘(1) This section defines what is meant by references in this Part to a person being subject to foreign restrictions. (2) A person is subject to...

    • New Clause 424

      0 speeches

      Meaning of “the court” and “UK company” ‘In this Part— “the court” means— (q) in England and Wales, the High Court or a county court; (r) in...

    • New Clause 425

      0 speeches

      Disqualification of persons subject to foreign restrictions ‘(1) The Secretary of State may make provision by regulations disqualifying a person subject to foreign restrictions from—...

    • New Clause 426

      0 speeches

      Disqualification regulations: supplementary ‘(1) Regulations under section (Disqualification of persons subject to foreign restrictions) may make different provision for different cases and...

    • New Clause 427

      0 speeches

      Offence of breach of disqualification ‘(1) Regulations under section (Disqualification of persons subject to foreign restrictions) may provide that a person disqualified under this Part who...

    • New Clause 428

      0 speeches

      Personal liability for debts of company ‘(1) The Secretary of State may provide by regulations that a person who, at a time when he is subject to foreign restrictions— (a) is a...

    • New Clause 429

      0 speeches

      Statements from persons subject to foreign restrictions ‘(1) The Secretary of State may make provision by regulations requiring a person who— (a) is subject to foreign restrictions,...

    • New Clause 430

      0 speeches

      Statements from persons disqualified ‘(1) The Secretary of State may make provision by regulations requiring a statement or notice sent to the registrar of companies under any of the...

    • New Clause 431

      0 speeches

      Statements: whether to be made public ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that a...

    • New Clause 432

      0 speeches

      Offences ‘(1) Regulations under section (Statements from persons subject to foreign restrictions) or (Statements from persons disqualified) may provide that it is an offence for a...

    • New Clause 433

      0 speeches

      Power to require information about exercise of voting rights ‘(1) The Treasury or the Secretary of State may make provision by regulations requiring institutions to which this section...

    • New Clause 434

      0 speeches

      Institutions to which information provisions apply ‘(1) The institutions to which section (Power to require information about exercise of voting rights) applies are— (a) unit trust...

    • New Clause 435

      0 speeches

      Shares to which information provisions apply ‘(1) The shares to which section (Institutions to which information provisions apply) applies are shares— (a) of a description traded on a...

    • New Clause 436

      0 speeches

      Obligations with respect to provision of information ‘(1) Regulations under section (Power to require information about exercise of voting rights) may require the provision of specified...

    • New Clause 2

      0 speeches

      Names and addresses of members of companies: company application ‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of...

    • New Schedule 1

      0 speeches

      Meaning of “subsidiary” etc: supplementary provisions

All bills in this session

Committee membership and attendance (out of 22)

Chairpersons

  • John Bercow (10)
  • Eric Illsley (12)

Members

  • Crispin Blunt (21)
  • Jim Cousins (3)
  • Lord Davies of Stamford (18)
  • Louise Ellman (19)
  • Jeff Ennis (17)
  • Patrick Hall (17)
  • Margaret Hodge (22)
  • Steve McCabe (22)
  • Mike O'Brien (16)
  • Nick Palmer (8)
  • Marsha Singh (17)
  • Keith Vaz (20)
  • Eric Joyce (22)
  • Vera Baird (17)
  • Jonathan Djanogly (22)
  • Paul Farrelly (22)
  • Kitty Ussher (19)
  • David Howarth (21)
  • Shailesh Vara (21)
  • David Jones (20)
  • James Brokenshire (22)
  • Justine Greening (18)
  • Baroness Burt of Solihull (19)
  • Mark Hunter (13)

[ Committee memberships can change partway through ]