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Company Law Reform Bill [HL]


 

Company Law Reform Bill [HL]

 
 

EXPLANATORY NOTES

Explanatory notes to the Bill, prepared by the Department of Trade and Industry, are

published separately as HL Bill 34­­­—­­EN.

EUROPEAN CONVENTION ON HUMAN RIGHTS

The Lord Sainsbury of Turville has made the following statement under section

19(1)(a) of the Human Rights Act 1998:

In my view the provisions of the Company Law Reform Bill [HL] are compatible with

the Convention rights.

 

HL Bill 34                                                                                              

54/1

 

 

 

Company Law Reform Bill [HL]

 

The Bill is divided into two volumes. Volume I contains Clauses 1 to 481.

Volume II contains Clauses 482 to 885 and the Schedules to the Bill.

Contents

Part 1

General introductory provisions

Companies and Companies Acts

1   

Companies

2   

The Companies Acts

Types of company

3   

Limited and unlimited companies

4   

Private and public companies

5   

Companies limited by guarantee and having share capital

6   

Community interest companies

Part 2

Company formation

General

7   

Method of forming company

8   

Memorandum of association

Requirements for registration

9   

Registration documents

10   

Statement of initial shareholdings

11   

Statement of share capital

12   

Statement of guarantee

13   

Statement of proposed officers

14   

Statement of compliance

Registration and its effect

15   

Registration

16   

Issue of certificate of incorporation

 

HL Bill 34                                                                                              

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Company Law Reform Bill [HL]

ii

 

17   

Effect of registration

Part 3

A company’s constitution

Chapter 1

Introductory

18   

A company’s constitution

Chapter 2

Articles of association

General

19   

Articles of association

20   

Power of Secretary of State to prescribe model articles

21   

Default application of model articles

Alteration of articles

22   

Alteration of articles

23   

Entrenched provisions of the articles

24   

Notice to registrar in case of entrenched provisions

25   

Notice to registrar of removal of entrenched provisions

26   

Effect of alteration of articles on company’s members

27   

Registrar to be sent copy of amended articles

28   

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

Supplementary

29   

Existing companies: provisions of memorandum treated as provisions of

articles

Chapter 3

Resolutions and agreements affecting a company’s constitution

30   

Resolutions and agreements affecting a company’s constitution

31   

Copies of resolutions or agreements to be forwarded to and recorded by

registrar

32   

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

articles

Chapter 4

Miscellaneous and supplementary provisions

Statement of company’s objects

33   

Statement of company’s objects

 
 

Company Law Reform Bill [HL]

iii

 

Other provisions with respect to a company’s constitution

34   

Constitutional documents to be provided to members

35   

Effect of company’s constitution

36   

Notice to registrar where company’s constitution altered by enactment

Supplementary provisions

37   

Right to participate in profits otherwise than as member void

38   

Application to single member companies of enactments and rules of law

Part 4

A company’s capacity and related matters

Capacity of company and power of directors to bind it

39   

A company’s capacity

40   

Power of directors to bind the company

41   

Constitutional limitations: transactions involving directors or their associates

42   

Constitutional limitations: companies that are charities

Formalities of doing business under the law of England and Wales or Northern Ireland

43   

Company contracts

44   

Execution of documents

45   

Common seal

46   

Execution of deeds

47   

Execution of deeds abroad

48   

Authentication of documents

Formalities of doing business under the law of Scotland

49   

Execution of documents by companies

Other matters

50   

Official seal for use abroad

51   

Official seal for share certificates etc

52   

Pre-incorporation contracts, deeds and obligations

53   

Bills of exchange and promissory notes

Part 5

A company’s name

Chapter 1

General requirements

Prohibited names

54   

Prohibited names

 
 

Company Law Reform Bill [HL]

iv

 

Sensitive words and expressions

55   

Names suggesting connection with government or public authority

56   

Other sensitive words or expressions

57   

Duty to seek comments of government department or other specified body

Permitted characters etc

58   

Permitted characters etc

Chapter 2

Indications of company type or legal form

Required indications for limited companies

59   

Public limited companies

60   

Private limited companies

61   

Exemption from requirement as to use of “limited”

62   

Continuation of existing exemption: companies limited by shares

63   

Continuation of existing exemption: companies limited by guarantee

64   

Exempt company: restriction on alteration of articles

65   

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

exemption

Inappropriate use of indications of company type or legal form

66   

Inappropriate use of indications of company type or legal form

Chapter 3

Similarity to other names

Similarity to other name on registrar’s index

67   

Name not to be the same as another in the index

68   

Power to direct change of name in case of similarity to existing name

69   

Direction to change name: supplementary provisions

Similarity to other name in which person has goodwill

70   

Objection to company’s registered name

71   

Company names adjudicators

72   

Procedural rules

73   

Order requiring name to be changed

74   

Appeal from adjudicator’s decision

Chapter 4

Other powers of the Secretary of State

75   

Provision of misleading information etc

76   

Misleading indication of activities

 
 

Company Law Reform Bill [HL]

v

 

Chapter 5

Change of name

77   

Change of name

78   

Change of name by special resolution

79   

Change of name by means provided for in company’s articles

80   

Change of name: registration and issue of new certificate of incorporation

81   

Change of name: effect

Chapter 6

Trading disclosures

82   

Requirement to disclose company name etc

83   

Civil consequences of failure to make required disclosure

84   

Criminal consequences of failure to make required disclosures

85   

Minor variations in form of name to be left out of account

Part 6

A company’s registered office

General

86   

A company’s registered office

87   

Change of address of registered office

Welsh companies

88   

Welsh companies

Part 7

Re-registration as a means of altering a company’s status

Introductory

89   

Alteration of status by re-registration

Private company becoming public

90   

Re-registration of private company as public

91   

Requirements as to share capital

92   

Requirements as to net assets

93   

Recent allotment of shares for non-cash consideration

94   

Application and accompanying documents

95   

Statement of proposed secretary

96   

Issue of certificate of incorporation on re-registration

Public company becoming private

97   

Re-registration of public company as private limited company

98   

Application to court to cancel resolution

 
 

 
contents continue
 
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Revised 3 November 2005