§ [The references are to Bill No. 47.]
§ Clause 3, page 4, line 24, leave out ("their expense,") and insert ("the expense of the requisitionists")
§
Page 5, line 26, at end, insert—
("Provided that if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection shall be deemed to have been properly deposited for the purposes thereof.")
§
Page 5, line 26, at end, insert—
("(5) The company shall also not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application.")
§ Clause 4, page 5, line 44, after ("members,") insert ("having the right to vote at the meeting")
§ Clause 5, page 6, line 29, at end, insert—
§ ("(a) this subsection shall not apply in the case of a company not having a share capital; and")
§ Clause 5, page 6, line 34, after ("company,") insert ("having a share capital")
§ Page 7, line 9, after ("thereat,") insert ("by proxy")
§ Page 7, line 18, at end, insert ("by proxy")
§ Clause 7, page 8, line 3, after ("company,") insert ("as defined in subsection (4) of Section fifty-four of this Act")
§ Clause 9, page 8, line 29, leave out ("petitioner's shares,") and insert ("shares of any members of the company")
§ Page 9, line 12, at end insert ("and proceedings under this section shall, for the purposes of Part V of the Economy (Miscellaneous Provisions) Act, 1926 (which relates to the Bankruptcy and Companies Winding-up (Fees) Account), be deemed to be proceedings under the principal Act in relation to the winding-up of companies.")
§ Clause 13, page 11, leave out lines 28 to 31.
§
Line 37, at end insert—
("(4) The Board of Trade may, on the application or with the consent of a company's directors, modify in relation to that company any of the requirements of the principal Act or this Act as to the matters to be stated in a company's balance sheet or profit and loss account (except the requirements of subsection (1) of this section) for the purpose of adapting them to the circumstances of the company.").
§ Page 12, line 24, leave out from beginning, to ("imposes,") and insert ("any other provision of that Act in so far as it")
§ Clause 15, page 14, line 22, leave out from ("accounts,") to ("or,") in line 23, and insert ("dealing respectively with the company and one group of subsidiaries and with other groups of subsidiaries")
§ Clause 16, page 14, line 34, at end insert ("unless the Board of Trade on the application or with the consent of the holding company's directors otherwise direct")
§ Clause 18, page 15, line 43, leave out ("the,") and insert ("that other")
§ Page 16, leave out lines 3 to 6.
§ Page 16, line 32, at end insert ("for the purposes of a transaction entered into in the ordinary course of that business")
§ Page 16,line 39, leave out from ("which") to ("right") in line 4o, and insert ("neither as respects dividends nor as respects capital, carries any")
§ After Clause 18, insert the following new clause—
§ ("Directors' report.
§ The report under subsection (2) of Section one hundred and twenty-three of the principal Act of a company's directors shall deal, so far as is material for the appreciation of the state of the company's affairs by its members and will not in the directors' opinion be harmful to the business of the company or of any of its subsidiaries, with any change during the financial year in the nature of the company's business, or in the company's subsidiaries, or in the classes of business in which the company has an interest, whether as member of another company or otherwise.")
§ Clause 20, page 17, line 6, after the second ("and,") insert ("so far as not incorporated in the balance sheet or profit and loss account, any")
§ Clause 20, page 17, line 16, after ("company,") insert ("having a share capital")
§ Clause 22, page 18, line 35, leave out from beginning to ("practised,") in line 36 and insert ("obtained adequate knowledge and experience in the course of his employment by a member of a body of accountants recognised for the purposes of the foregoing paragraph or as having before the passing of this Act")
§ Clause 22, page 18, line 39, after ("company,") insert ("as defined in subsection (4) of section fifty-four of this Act")
§ Clause 22, page 18, line 40, leave out subsection (2).
§ Page 19, line 16, leave out from beginning to ("and") in line 17.
§ Page 19, line 21, at end insert ("as defined in subsection (4) of Section fifty-four of this Act")
§
Page 19,line 21, at end insert—
("Nothing in this subsection shall be taken to exclude the application, in relation to the said subsection (1), of the definition of "officer" hereafter contained in this Act.")
§
Page 19, line 27, at end insert—
(5) Notwithstanding anything in the foregoing provisions of this section, a Scottish firm
957
shall be qualified for appointment as auditor of a company, if, but only if, all the partners are qualified for appointment as auditor thereof.")
§ Clause 23, page 20, line 12, after ("the") insert ("retiring")
§
Clause 23, page 20, line 27, at end insert—
("Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.")
§
Clause 23, page 20, line 27, at end insert—
("(6) Where notice is given of an intended resolution to appoint some person or persons instead of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically reappointed by virtue of subsection (1) of this section.")
§
Clause 24, page 21, line 11, at end insert—
("Provided that any information which is required by the principal Act or this Act to be given in accounts and is thereby allowed to be given in a statement annexed may be given in the directors' report instead of the accounts and, if any such information is so given, the report shall be annexed to the accounts and the principal Act and this Act shall apply in relation thereto accordingly, except that the auditors shall report thereon only so far as it gives the said information.")
§ Clause 25, page 21, line 14, at end insert ("nor shall any company—
- (a) have as secretary to the company a corporation the sole director of which is a sole director of the company; or
- (b) have as sole director of the company a corporation the sole director of which is secretary to the company.")
§
Clause 26, page 22, line 20, at end insert—
("(5) In subsection (1) of the said Section one hundred and forty-four the words 'or managers' shall cease to have effect.")
§
Line 21, leave out from beginning to ("and,") in line 23, and insert—
("The particulars required by subsection (1) of the said Section one hundred and forty-four in the case of an individual who is a director within the meaning of that section
§ Line 34, at end insert ("and for the purposes of paragraph (b) of the last foregoing subsection—
- (a) the expression 'company,' shall include any body corporate incorporated in Great Britain; and.
- (b) a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees.")
§
Line 34, at end insert—
("(7) For sub-paragraph (ii) of the said paragraph (e) (which excludes, in the case of natural born British subjects, names changed or disused at an age less than eighteen) there shall be substituted the following sub-paragraph:—
(ii) in the case of any person, a former christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or'")
§
Clause 28, page 23, line 26, at end insert("and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting.
(3) Where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so—
and if a copy of the representations is not sent as aforesaid because received too late or because of the company's default the director may (without prejudice to his right to be heard orally) require that the representations shall he read out at the meeting:
§ Provided that copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the company or of any other person who claims to be aggrieved. the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the director, notwith- 959 standing that he is not a party to the application.")
§ Line 27, leave out the second ("the,") and insert ("a").
§ Clause 29, page 23, line 43, leave out ("other than a private company,") and insert ("which is subject to this section").
§ Page 24, line 1, leave out ("other than a private company,") and insert ("which is subject to this section").
§
Page 25, line 5, at end insert—
("(8) A company shall be subject to this section if it is not a private company or if, being a private company, it is the subsidiary of a body corporate incorporated in the United Kingdom which is neither a private company nor a company registered under the law relating to companies for the time being in force in Northern Ireland and having provisions in its constitution which would, if it had been registered in Great Britain, entitle it to rank as a private company; and for the purposes of any other section of this Act which refers to a company subject to this section a company shall be deemed to be subject to this section notwithstanding that all or any of the provisions thereof are excluded or modified by the company's articles.")
§
Clause 30, page 25, line 6, leave out subsection (1), and insert—
("(1) Any person who is appointed or to his knowledge proposed to be appointed director of a company subject to the last foregoing section at a time when he has attained any retiring age applicable to him as director either under this Act or under the company's articles shall give notice of his age to the company:
§ Provided that this subsection shall not apply in relation to a person's reappointment on the termination of a previous appointment as director of the company.")
§ Page 25, line 13, leave out ("disclose,") and insert ("give notice of")
§ Page 25, line 25, leave out subsection (4).
§ After Clause 30, insert the following new clause—
§ ("Amendment of s. 140 of principal Act.
§ References in Section one hundred and forty of the principal Act (which restricts the appointment or advertisement of a director) to the share qualification of a director or proposed director shall be construed as including only a share qualification required on appointment or within a period determined by reference to the time of appointment, and references in that section to qualification shares shall be construed accordingly.")
§ Clause 31, page. 25, line 31, after ("convicted,") insert ("on indictment")
§
page 26, line leave out subsection (3) and insert—
("(3) A person intending to apply for the making of an order under this section by the court having jurisdiction to wind up a company shall give not less than ten days' notice of his intention to the person against whom the order is sought, and on the hearing of the application the last mentioned person may appear and himself given evidence or call witnesses.")
§
Clause 32, page 27, line 12, at end insert—
("(3) This section shall not apply to remuneration clue before it comes into force or in respect of a period before it comes into force.")
§ Clause 32, page 27, line 20, after ("company") insert ("as defined in subsection (4) of Section fifty-four of this Act")
§ Clause 33, page 27, line 20, at end insert—
§ ("(b) to anything done by a subsidiary, where the director is its holding company; or")
§ Clause 34, page 29, line 41, leave out the first ("or,") and insert ("superannuation")
§ Clause 35, page 29, line 44, after ("company,") insert ("not being its holding company")
§
Clause 35, Page 30, line 4, at end insert—
("Provided that the register need not include shares in any body corporate which is the wholly-owned subsidiary of another body corporate, and for this purpose a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members but that other and that other's wholly-owned subsidiaries and its or their nominees.")
§ Clause 35,Page 30, line 7, leave out ("by him")
§ Clause 35,Page 30, line 14, leave out from beginning, to ("any,") in line 15, and insert ("The nature and extent of a director's interest or right in or over")
§ Clause 35,Page 30, line 16, leave out ("that fact")
§ Page 31, line 18, leave out ("right or power,") and insert ("or right")
§ line 20, leave out ("right or power,") and insert ("or right")
§ Clause 36, page 32, line 27, leave out the first ("or,") and insert ("superannuation")
§ Clause 36, Page 33, line 21, leave out from ("distinguish,") to end of line 22.
§ Clause 36, Page 33, line 25, after ("from,") insert ("the company")
§ Clause 36, Page 33, line 44, leave out ("separately")
§ Clause 36, Page 33, line 45, at end insert ("or in a statement annexed thereto and shall be distinguished from the amounts to be shown therein apart from this provision")
§ Clause 37, page 34, line 33, after ("made,") insert ("to an officer of the company or to any such person as aforesaid")
§ Clause 37, page 34, line 37, at end insert ("but as if any reference in subsection (2) of that section to the company were a reference to the subsidiary")
§ Clause 37, page 34, leave out lines 38 to 47.
§ Clause 37, page 34,Page 35, line 2, leave out from ("referring,") to ("whether.") in line 4, and insert ("to a subsidiary at the end of the company's financial year")
§ Clause 39, page 36, line 6, leave out from ("any,") to ("director,") in line 7.
§ Clause 39, page 36, line 8, leave out ("directors,") and insert ("company")
961
§
Page 36, line 18, at end insert—
(b) for the purposes of the second and third of them, in relation to persons who are or have at any time during the preceding five years been officers; and
§ Clause 40, page 37, line 2, after the first ("of,") insert ("not less than")
§ Clause 40, page 37, line 22, leave out ("and,") and insert ("or to"
§ Clause 40, page 37, line 23, leave out ("and agents,") and insert ("or agents as the case may be")
§ Clause 40, page 37, line 23, at end insert ("for the purposes of that section")
§ Clause 41, page 39, leave out lines 26 and 27.
§ Clause 42, page 40, line 10, at end insert ("or a petition for an order under Section nine of this Act, or both")
§
Clause 44, page 42, line 18, at end insert—
("(3) Where an application for an investigation under this section with respect to particular shares or debentures of a company is made to the Board of Trade by members of the company, and the number of applicants or the amount of the shares held by them is not less than that required for an application for the appointment of an inspector under Section one hundred and thirty-five of the principal Act, the Board of Trade shall appoint an inspector to conduct the investigation, unless they are satisfied that the application is vexatious, and the inspector's appointment shall not exclude from the scope of his investigation any matter which the application seeks to have included therein, except in so far as the Board of Trade are satisfied that it is unreasonable for that matter to be investigated.
§ Page 43, line 27, leave out ("the section of this Act relating,") and insert ("Section forty-two of this Act which relates")
§ Page 43, line 46, leave out ("unless they think fit,") and insert ("or with a complete copy thereof if they are of opinion that there is good reason for not divulging the contents of the report or of parts thereof, but shall cause to be kept by the registrar a copy of any such report, or as the case may be, the parts of any such report, as respects which they are not of that opinion")
§ Clause 45, page 43, line 12, leave out ("on behalf,") and insert ("as the solicitor or agent").
§ Clause 46, page 43, line 38, after ("concerned") insert ("or any of them");
§ Page 44, line 7, leave out ("dividends,") and insert ("otherwise").
§ Clause 48, page 45, line 24, at beginning insert ("Where the company keeps an index of the names of its members under Section ninety-six of the principal Act, the index shall be at all times kept at the same place as the register of members, and");
§ Clause 48, page 45, line 39, after ("default,") insert ("in complying with subsection (2) of this section or makes default").
§ Clause 50, page 46, line 26, leave out ("twenty-eight,") and insert ("forty-two").
962§ Clause 51, page 46, line 43, at end insert ("and in the said Sections one hundred and eight and one hundred and nine references to the particulars required by that Act to be contained with respect to directors in the said register shall be construed as referring to the particulars required by that Act and this Act to be contained therein with respect to the company's directors").
§
Page 47, line 26, at end insert—
((4) In the case of a company keeping a dominion register,—
§
Clause 52, page 48, line 28, at end, insert—
("(3) A prosecution shall not be instituted in England in respect of any failure of a private company to comply with subsection (3) of Section one hundred and ten of the principal Act except by or with the consent of the Board of Trade.")
§ Clause 53, page 49, line to, after ("to") insert ("paragraph (h) of subsection (1) and subsection (2) of Section one hundred and nine and")
§ Clause 58, page 51, line 31, after ("applicant,") insert ("for permission")
§
Page 52, line 7, leave out subsections (5) and (6) and insert—
("(5) Section ninety-four of the principal Act shall have effect as if in subsection (1) thereof (which restricts the right of a company to commence business or exercise borrowing powers in cases where the company has issued a prospectus inviting the public to subscribe for its shares) there were inserted. after paragraph (b) thereof the following paragraph—
'(bb) no money is or may become liable to he repaid to applicants for any shares or debentures which have been offered for public subscription by reason of any failure to apply for or obtain permission for the shares or debentures to be dealt in on any stock exchange and'")
§
Clause 60, page 55, line 18, leave out from beginning to ("the,") in line 31, and insert—
("(a) in addition to dealing separately with the company's profits or losses, to dad either—
963
or, instead of dealing separately with the company's profits or losses, to deal as a whole with the profits or losses of the company and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and
§ (b) in addition to dealing separately with the company's assets and liabilities, to deal either—
- (i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the company's assets and liabilities; or
- (ii) individually with the assets and liabilities of each subsidiary; and to indicate as respects the assets and liabilities of the subsidiaries.")
§ Page 56, line 16, leave out ("to be auditors of a company,") and insert ("for appointment as auditors of a company which is not an exempt private company, as defined in subsection (4) of Section fifty-four of this Act, and shall not be made by any accountant who is an officer or servant or a partner of or in the employment of an officer or servant, of the company or of the company's subsidiary or holding company or of a subsidiary of the company's holding company; and for the purposes of this subsection the expression officer shall include a proposed director but not an auditor").
§ Clause 60, page 55, line 18, leave out subsection (7).
§ Clause 61, page 56, line 35, after ("not,") insert ("before delivery of a copy of the prospectus for registration")
§ Page 57, line 12, leave out ("or,") and insert ("therein, or have without giving the reasons")
§ Clause 61, page 57, line 16, leave out ("made")
§ Clause 63, page 59, line 33, leave out ("the issue of the prospectus,") and insert ("delivery of a copy of the prospectus for registration")
§ Clause 63, page 59, line 35, leave out ("the issue of the prospectus,") and insert ("delivery of a copy of the prospectus for registration")
§
Page 60, line 2, leave out paragraph (b) and insert—
("(b) that person had given the consent required by this Act to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant's knowledge, before allotment thereunder.")
§
Clause 65, page 61, line 9, leave out subsection (1) and insert—
("(1) In subsection (1) of Section twenty-seven of the principal Act (which requires a company ceasing to be a private company to deliver to the registrar of companies a
964
prospectus or a statement in lieu of prospectus complying with the Third Schedule to that Act) the words 'a prospectus or' shall cease to have effect; but a statement in lieu of prospectus need not be delivered under that subsection if within the period allowed for its delivery a prospectus relating to the company which complies or is deemed to comply by virtue of a certificate of exemption under this Act with the Fourth Schedule to the principal Act, is issued and is delivered to the registrar of companies as required by Section thirty-four of that Act.
§ (2) A statement in lieu of prospectus delivered to the registrar of companies under the principal Act—
- (a) where, in the case of a statement delivered under the said Section twenty-seven, unissued shares or debentures of the company—
- (i) are to be applied in the purchase of a business; or
- (ii) are to be applied directly or indirectly in any manner resulting in the acquisition of shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company; or
- (b) where, in the case of a statement delivered under Section forty of the principal Act (which relates to companies allotting shares or debentures without having issued a prospectus on their formation or without having proceeded to allot the shares offered by any prospectus so issued), it is proposed to acquire a business or shares in such a body corporate as aforesaid;
§ So much of the Third and Fifth Schedules to the principal Act so requires a statement in lieu of prospectus to contain particulars with respect to businesses to be purchased or acquired shall cease to have effect").
§ Page 61, line 31, leave out ("prospectus or")
§ Page 62, line 1, leave out ("prospectus or")
§ Page 62, line 1, leave out lines 27 to 33.
§ Page 62, line 1, line 35, leave out from ("invitation") to the second ("and") in line 37 and insert ("to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving it,")
§ Page 63, line 10, leave out ("((1) and (2),") and insert ("(2) and (3)")
965§ After Clause 66, insert the following new clause:
§ ("Numbering of shares.
§ .—(1) If at any time all the issued shares in a company or all the issued shares therein of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number (as required by subsection (2) of Section sixty-two of the principal Act) so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up.
§ (2) Accordingly in subsection (1) of Section ninety-five and subsection (1) of Section ninety-seven of the principal Act (which relate to the particulars to be entered in the register of members as to registered and bearer shares respectively) after the words "distinguishing each share by its number," there shall be inserted the words "so long as the share has a number").
§ Clause 71, page 66, line 10, leave out from ("kept") to second ("of,") in line 11 and insert ("including those relating to giving information to the registrar and in the annual return")
§ Page 66, line 16, at end insert ("and for the purposes of the said provisions, where part of any such register is kept in and part outside Great Britain, the part kept in Great Britain shall be treated as the company's principal register and the part kept outside shall be treated as a dominion register")
§ Clause 72, page 67, line 1, after ("present.") insert ("and voting")
§ Clause 73, page 68, line 2, leave out ("has no share capital,") and insert ("is not limited by shares")
§ Page 69, line 27, leave out subsection (6).
§
Page 69, line 29, at end insert:
("(11) Where a resolution purporting to alter the provisions of a company's memorandum with respect to the objects of the company is passed after the coming into force of this section the validity of the alteration shall not be questioned on the ground that it was not authorised by subsection (1) of Section five of the principal Act, except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of twenty-one days after the date of the resolution; and where any such proceedings are taken otherwise than under this section the two last foregoing subsections shall apply in relation thereto as if they had been taken under this section and as if an order declaring the alteration invalid were an order cancelling it and as if an order dismissing the proceedings were an order confirming the alteration.")
§ After Clause 73, insert the following new clause:
§ ("Additional power to alter memorandum.
§ .—(1) Notwithstanding anything in Section four of the principal Act (which prohibits the alteration, except in accordance with that Act, of the conditions contained in a company's memorandum), any condition so contained which could lawfully have been con- 966 tained in articles of association instead of in the memorandum may, subject to the provisions of this section, be altered by the company by special resolution.
§ (2) This section shall not apply 'where the memorandum itself provides for or prohibits the alteration of all or any of the said conditions, and shall not authorise any variation or abrogation of the special rights of any class of members.
§ (3) An application may be made to the court for any alteration made by virtue of this section in the conditions of a company's memorandum to be cancelled, and in relation to any such alteration and to any application made under this section, subsection (2), sub-section (3) (except paragraph (b)) and subsections (4), (5). (9) and (10) of Section seventy-three of this Act shall apply as they apply in relation to alterations of a company's objects and to applications made under that section.
§ (4) This section shall have effect subject to the provisions of Section nine of this Act and of Section twenty-two of the principal Act. (which provides that certain alterations 0f a. company's memorandum or articles imposing a liability on members shall not bind. existing, members without their consent).
§ (5) This section shall apply to a company's memorandum whether registered before or after the section comes into force.")
§
Clause 74, page 69, line 31, at end insert—
("(2) For subsection (2) of Section nineteen of the principal Act (which authorises a company to change its name if the name is identical with that by which a company in existence is previously registered or so closely resembles it as to be calculated to deceive) there shall be substituted the following subsection:—
(2) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which in the opinion of the Board of Trade is too like the name by which a company in existence is previously registered, the first mentioned company may change its name with the sanction of the Board and, if they so direct within six months of its being registered by that name, shall change it within a period of six weeks from the date of the direction or such longer period as the Board may think fit to allow.
§ If a company makes default in complying with a direction under this subsection, it shall be liable to a fine not exceeding five pounds for every day during which the default continues.")
§ Page 70, line 1, leave out from ("name,") to ("shall,") in line 3.
§ Clause 76, page 70, line 36, leave out from ("for,") to end of line 37, and insert ("the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money")
§ Clause 87, page 79, line 14, leave out ("one,") and insert ("two")
§
Clause 87, page 79, line 33, at end insert—
("(4) For the purposes of the said Sections two hundred and sixty-four and two hundred and ninety-eight any remuneration in respect.
967
of a period of holiday or of absence from work through sickness or other good cause shall be deemed to be wages in respect of services rendered to the company during that period.
§ (5) The debts which are to be paid in priority under the said Section two hundred and sixty-four shall include all accrued holiday remuneration becoming payable to a clerk, servant, workman, or labourer (or in the case of his death to any other person in his right) on the termination of his employment with the company before or by the effect of the winding up order or resolution; and in relation to any sums payable in priority by virtue of this subsection, subsection (3) of the said Section two hundred and sixty-four and paragraphs (3) and (5) of the said Section two hundred and ninety-eight shall apply as they apply in relation to wages.
§ (6) For the purposes of this section—
- (a) the expression 'accrued holiday remuneration' includes in relation to any person, all sums which, by virtue either of his contract of employment or of any enactment (including any order made or direction given under any Act), are payable on account of the remuneration which would in the ordinary course have become payable to him in respect of a period of holiday had his employment with the company continued until he became entitled to be allowed the holiday; and
- (b) references to remuneration in respect of a period of holiday include any sums which, if they had been paid, would have been treated for the purposes of the National Insurance Act, 1946, or any enactment repealed by that Act as remuneration in respect of that period.")
§ Page 80, line 8, leave out ("(3,)" and insert ("(6)")
§ Page 80, line 13, after ("holders,") insert ("with the substitution in subsection (5) for the reference to the winding up order or resolution of a reference to the appointment of the receiver or possession being taken, by or on behalf of the debenture holders, of the company's property.")
§
Clause 88, page 80, line 29, leave out subsections (2) and (3) and insert—
("(2) Where, in the case of a company wound up in England, anything made or done after the coming into force of this section is void under the said Section two hundred and sixty-five as a fraudulent preference of a person interested in property mortgaged or charged to secure the company's debt, then (without prejudice to any rights or liabilities arising apart from this provision) the person preferred shall be subject to the same liabilities, and shall have the same rights, as if he had undertaken to be personally liable as surety for the debt to the extent of the charge on the property or the value of his interest, whichever is the less.
§ (3) The value of the said person's interest shall be determined as at the date of the transaction constituting the fraudulent preference, and shall be determined as if the interest were free of all incumbrances other than those to which the charge for the company's debt was then subject.")
968
§
Page 81, line 21, at end insert—
("This subsection shall apply, with the necessary modifications, in relation to transactions other than the payment of money as it applies in relation to payments.")
§ Clause 89, page 81, line 28, leave out from ("thereof") to the end of line 29.
§ Clause 92, page 84, line 10, after ("were") insert ("not")
§ Clause 93, page 84, line 31, leave out ("compulsory")
§
Clause 103, page 93, line 33, at end insert—
("Provided that subsection (6) of the said Section three hundred and thirty-three (which saves any existing power to alter the constitution of a company registering under Part IX of the principal Act) shall not restrict the operation of subsection (3) of Section nine of this Act.
§ (2) in Section three hundred and thirty-four of the principal Act (which empowers a company registering under Part IX thereof to substitute a memorandum and articles for its deed of settlement) for the reference to the provisions of that Act with respect to confirmation by the court and registration of an alteration of the objects of the company there shall be substituted a reference to section seventy-three of this Act, and for the reference to registration of the alteration being certified by the registrar there shall be substituted a reference to delivery to the registrar of a printed copy of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court, whichever last occurs.")
§ Clause 104, page 94, line 10, leave out from ("Parliament,") to ("and,") in line 13.
§ Clause 105, page 94, line 42, leave out ("Records,") and insert ("Record")
§ Clause 106, page 95, line 16, after the second ("has,") insert ("before delivery of a copy of the prospectus for registration")
§ Clause 106, page 96, line 4, leave out ("or,") and insert ("in the report, or have without giving the reasons")
§ Clause 106, page 96, line 7, leave out ("made")
§ Clause 108, page 97, line 36, leave out from ("had,") to ("extended,") in line 37, and insert ("Section fifty-four of, and the Third Schedule to, this Act")
§
Clause 109, page 98, line 10, at end, insert—
("(2) In paragraph (b) of subsection (1) of the said Section three hundred and forty-four, the reference to such particulars as are by the principal Act required to be contained with respect to directors in the register of directors of a company shall be taken as including—
and as not including particulars of date of birth as required by this Act.")
§ Clause 111, page 98, line 24, leave out ("and (2),") and insert ("to (6)")
§ Clause 111, page 98, line 27, at end, insert ("but with the substitution for references to the company and to the winding up order or resolution of references to the bankrupt and to the receiving order or, in the case of a person dying insolvent, to the deceased and to his death, and also with the omission of so much of subsection (5) of the said section of this Act as relates to subsection (3) of Section two hundred and sixty-four of the principal. Act")
§ Page 99, line 1, leave out ("winding-up,") and insert ("a company")
§
Page 99, line 15, at end, insert—
("(7) In the application of this section to Scotland, references to the receiving order shall be construed as references to the award of sequestration.")
§
Clause 112, page 99, line 30, at end, insert—
("(4) So much of Section twenty-two of the Registration of Business Names Act, 1916, as provides that references in that Act to a former Christian name or surname or to a change of name shall have any special meaning in the case of natural born British subjects shall cease to have effect, and—
§ (5) Where by virtue of the last foregoing subsection an individual or firm registered under the Registration of Business Names Act, 1916, no longer requires to be so registered—
- (a) the registrar, if so requested by the individual or firm, shall remove him or it from the register; and
- (b) Section eleven of that Act shall no longer require the individual or firm to keep exhibited the certificate of registration or a copy thereof;
§ and where, in any other case, the particulars registered under that Act in respect of any individual or firm include a former name or surname which by virtue of the last foregoing subsection no longer requires to be included among those particulars, the registrar, if so requested by the individual or firm, shall amend the particulars by leaving out that name or surname.")
§
Clause 113, page 1oo, line 1, leave out paragraph (c) and insert—
970
("(c) after paragraph 2 there shall be inserted the following paragraph—
'2A. For prohibiting or restricting the issue by or on behalf of the manager of advertisements, circulars or other documents containing any statement with respect to the sale price of units, or the payments or other benefits received or likely to be received by holders of units, or containing any invitation to buy units, unless the document in question also contains a statement of the yield from the units.'")
§ Clause 114, page 101, line 5, leave out from ("thirteen,") to ("to,") in line 8, and insert—
- ("(a) to a prospectus to which Section thirty-five of the principal Act applies shall include a reference to a prospectus to which that section would apply if not excluded by Section sixty-two of this Act;
- (b) to a prospectus complying with said Section thirty-five shall be construed as a reference to its complying with that section as amended by this Act or not being required to comply therewith because excluded by Section sixty-two of this Act.
- (c) to a prospectus complying with Part III of the principal Act shall he construed as a reference to its complying therewith as so amended;
- (d)")
§ Clause 116, page 102, line 17, after ("the") insert ("requirements of the principal Act and this Act as to the matters to be stated in a company's balance sheet, profit and loss account and group accounts, and in particular those of the");
§ Clause 116, page 102, line 34, after ("up,") insert ("and in subsection (4) of Section three hundred and two thereof (which provides for payment of interest on sums standing to the credit of a company's liquidation account)").
§ Clause 117, page 103, line 3, leave out from ("requirements") to ("unless,") and insert ("therein referred to").
§ Clause 118, page 103, line 39, at end insert—
§ ("the expression "accounts" includes a company's group accounts, whether prepared in the form of accounts or not");
§ Clause 118, leave out lines 42 to 45.
§
Page 104, line 24, at end insert—
("(5) In the principal Act and in this Act the expression "agent," shall not include parson's counsel acting as such").
§ First Schedule, page 105, line 33, leave cut from beginning, to end of line 43, and insert ("and for the purposes of this paragraph the net amount at which any assets stand in the company's books at the date of the coming info force of this Schedule (after deduction of the amounts previously provided or written off for depreciation or diminution in value) shall, if the figures relating to the period before that date cannot be obtained without unreasonable expense or delay, be treated as if it were the amount of a valuation of those assets made at that date and, where any of these assets are sold, the said net amount less the amount of the sales shall be treated as if it 971 were the amount of a valuation so made of the remaining assets.");
§ Page 106, line 17, leave out from beginning, to ("sub-paragraph,") and insert ("in accordance with");
§ Page 106, line 19, leave out ("paragraphs (a) and (i),") and insert ("paragraph (a)");
§ Page 106, line 21, leave out ("paragraphs (6) and (ii),") and insert ("paragraph (b)");
§ Page 106, line 24, leave out ("by any of the said methods,") and insert ("in accordance with the said sub-paragraph (1)").
§
Page 107, line 47, at end insert—
("(3) The heading showing the amount of the quoted investments other than trade investments shall be sub-divided, where necessary, to distinguish the investments as respects which there has, and those as respects which there has not, been granted a quotation or permission to deal on a recognised stock exchange")
§ Page 108, line 30, at end, insert ("and the stock exchange value of any investments of which the market value is shown (whether separately or not) and is taken as being higher than their stock exchange value")
§ Page 108, line 42, after ("to,") insert ("the")
§ Page 109, line 2, leave out ("aggregate")
§ Page 110, line 28, at end, insert ("otherwise than by way of security only for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money")
§ Page 111, line 30, after ("not") insert ("(for that or any other purpose)")
§ Page 111, line 32, after ("subsidiaries,") insert (", except that they may in a proper case be so treated where—
- (a) the company is itself the subsidiary of another body corporate; and
- (b) the shares were acquired from that body corporate or a subsidiary of it")
§
Page 111, line 37, at end insert—
("(6) Where group accounts are not submitted, there shall be annexed to the balance sheet a statement showing, in relation to the subsidiaries (if any) whose financial years did not end with that of the company—
§
Page 112, line 12, leave out paragraph 5, and insert—
("5. Section one hundred and twenty-eight of the principal Act and Section thirty-six of this Act shall not, by virtue of the two last foregoing paragraphs, apply for the purpose of the consolidated accounts")
§
Page 112, line 35, leave out paragraph 8, and insert—
("8. In relation to any subsidiaries (whether or not dealt with by the consolidated
972
accounts), whose financial years did not end with that of the company, there shall be annexed the like statement as required by sub-paragraph (6) of paragraph 1 of this Part of this Schedule where there are no group accounts")
§ Page 113, line 28, leave out ("subparagraph (1) (a)") and insert ("subparagraphs (1) (a) and (3).")
§ Page 113, line 38, leave out ("a necessary adjunct") and insert ("complementary")
§ Page 115, line 13, after ("exchange") insert ("or on any stock exchange of repute outside Great Britain")
§ Second Schedule, page 115, line 35, leave out ("gives") and insert ("give")
§ Page 116, line 3, leave out second ("the") and insert ("this")
§ Third Schedule, page 116, line 28, leave out ("money lent") and insert ("the purposes of a transaction entered into")
§ Page 117, line 3, after ("transferee") insert ("and not the transferor")
§
Page 117, line 5, at end insert—
("(5) Any interest of the company itself in any of its shares or debentures, and any lien or charge arising by operation of law and affecting any of the shares or debentures, shall be disregarded.")
§ Page 117, line 8, leave out ("held by the personal representatives") and insert ("forming part of the estate")
§ Page 117, line 14, at end insert ("other than—
- (i) a body corporate established for charitable purposes only and having no right to exercise or control the exercise of any part of the voting power at any general meeting of the company;
- (ii) a body corporate which is a trustee of the said trusts and has such an interest only by way of remuneration for acting as trustee thereof.")
§
Page 117, line 15, at end insert—
("(a) shares or debentures held by trustees on trusts arising on an intestacy shall, if the shares or debentures or an interest therein formed part of the intestate's estate at the time of his death, be treated as if the trusts arose under a will disposing of the shares or debentures.")
§ Page 117, line 41, at end insert—
§ ("Exception for cases of disability.
§ 4. Where the person entitled to any share or debenture or any interest in any share or debenture is of unsound mind or otherwise under any disability, and by reason thereof the share, debenture or interest is vested in an administrator, curator, or other person on behalf of the person entitled thereto, then in relation to the share, debenture or interest the person in whom it is so vested and the person entitled thereto shall be treated for the purposes of this Schedule as if they were the same person.")
973§ Page 127, line 42, at end insert—
§ ("Exception for trusts for employees.
§ 4. The basic conditions shall be subject to an exception for any shares or debentures held by trustees for the purposes of a scheme maintained for the benefit of employees of the company, including any director holding a salaried employment or office in the company.")
§ Page 118, line 13, after ("themselves") insert ("and (subject to sub-paragraph (4) of this paragraph) their employees and former employees.")
§ Page 118, line 32, at end insert ("or as trustee of a deed for securing an issue of debentures of that company.")
§
Page 118, line 32, at end insert—
("(4) In the proviso to sub-paragraph (2) of this paragraph, the direction that employees and former employees of the companies shall be disregarded in computing the number of shareholders shall not apply to a person holding shares in a company of which he is not for the time being an employee unless. having been formerly in the employment of that company, he held while in that employment, and has continued after the determination of that employment to hold, shares in, that company.")
§ Page 119, line 3, after ("exception") insert ("for the banking or finance company itself, where the shares or debentures are held by a nominee for it, and")
§ Page 119, line 5, at end insert ("or as trustee of a deed for securing an issue of debentures of that company")
§ Page 119, line 5, at end insert—
§ ("Exceptions for bankruptcies, liquidations, etc.
§ 6. The basic conditions shall be subject to exceptions for—
- (a) any shares or debentures forming part of the assets in a bankruptcy or liquidation of a holder thereof; and
- (b) any shares or debentures held either—
- (i) on trusts created for the benefit of his creditors generally by a person having an interest therein; or
- (ii) otherwise for the purposes of any composition or scheme made or approved under any Act by a court or an officer of a court for arranging the affairs of such a person." )
§ Sixth Schedule, page 123, line 11 column 2, after ("fifty-three") insert ("and the Third Schedule")
§ Sixth Schedule, page 123, line 45, column 2, after ("sections") insert ("three hundred and thirteen to")
§ Sixth Schedule, page 123, line 47, leave out ("Sections three hundred and sixty-two to three hundred and sixty-three") and insert ("Section three hundred and sixty-two")
§ Sixth Schedule, page 123, line 50, column 2, after ("sections") insert ("three hundred and sixty-five")
§ Sixth Schedule, page 123, line 61, column 2, after ("fifteen") insert ("Section one hundred and sixteen")
974§ Seventh Schedule, page 124, line 6, after ("sixty") insert ("in subsection (2) of Section two hundred and eighty, in subsection (2) of Section three hundred and eight.")
§ Seventh Schedule, page 124, line 15, leave out ("(a)") and insert ("(c)")
§ Eighth Schedule, page 125, line 9, at end insert—
§ "(S. 313 (2)… Payment of fees into Exchequer.")
§ Eighth Schedule, page 125, line 16, column 1, after ("Ss.") insert—
§ ("365 to 368 &.")
§ Ninth Schedule, page 125, line 26, leave cut from ("seventeen") to end of line 28
§ Ninth Schedule, page 125, line 29, leave cut ("In subsection (3) of Section twenty-seven") and insert ("In subsection (1) of Section twenty-seven the words a prospectus or, 'and in subsection (3) of that section.")
§ Ninth Schedule, page 125, line 35, after ("forty-six") insert ("in proviso (d) to subsection (1) the words 'where any such shares are redeemed out of the proceeds of a fresh issue.'")
§
Page 126, line 5, at end insert—
("In subsection (3) of Section one hundred and four the words 'at its registered office")'
§ Page 126, line 7, at end, insert ("and subsection (5) of that section.")
§
Page 126, line 44, leave out from the beginning, to end of line 46 and insert—
("In subsection (1) of Section one hundred and forty-four, the words 'or managers' and, in paragraph (a), the words from 'and if,' to the end of the paragraph, except the words 'and his business occupation if any'")
§
Page 128, line 27, at end insert—
("In Section twenty-two, in the definition of a former christian name or surname, the words from the first 'shall not' to 'and' and in the definition of a change of name the words from the first 'in the case of' to the first 'or'")
§ In the Title, page 1, line 2, leave out ("to bring") and insert ("in connection therewith to amend.")
§ Page 128, line 4, leave out from ("names") to end of title.
§ THE LORD CHANCELLORMy Lords, I now rise to move that this House do agree with the Commons in the said Amendments. Following upon the suggestion of the noble Lord who spoke last and, I think, of the noble Viscount, Lord Swinton, too, it might be convenient if I put them en bloc. On the other hand, I must be very careful not to do so if any single member of your Lordships' House feels himself in any way impeded from raising questions which he might want to raise. If I put it in that form, any member of the House can get up and raise any question. Therefore, I propose to move that the Commons Amendments be accepted.
§ Moved, That this House do agree with the Commons in the said Amendments.—(The Lord Chancellor.)
§ On Question, Motion agreed to.