§ AMENDMENTS OF PROVISIONS OF PRINCIPAL
ACT REFERRING TO OFFICERS.
§ 1. There shall be left out—
- (a) the words 'director, manager, secretary or other' in section sixty and in subsection (2) of section three hundred and sixty-five;
- (b) the words director, manager or other ' in subsection (2) of section eighty-eight, subsection (1) of section two hundred and seventy-one, section two hundred and seventy-two, section two hundred and seventy-three, and subsections (I), (2) and (5) of section two hundred and seventy-seven;
- (c) the words 'director, manager or' in subsection (4) of section ninety-three and in section one hundred and fifty-two;
- (d) the words 'director, manager' in proviso (a) to the said section one hundred and fifty-two and in subsection (2) of section three hundred and seventy-five;
- (e) the words 'director or other' in subsection (2) of section one hundred and eighty-two, section two hundred and fifteen and subsection (I) of section two hundred and sixteen;
- (f) the words 'director or' in both places in subsection (I) of section one hundred and twenty-eight, in subsection (I) of section one hundred and thirty-three, in the second place in subsection (I) of the said section two hundred and sixteen and in both places, in subsection (7) of section two hundred and ninety-five;
- (g) the word 'director' in the second place in subsection (I) of the said section two hundred and sixteen;
- (h) the words 'directors or' in subsection (2) of section one hundred and eighty-one;
- (i) the words 'directors and' in subsection (2) of section one hundred and thirty-four;
- (j) the words—
- '(a) directors of a company:
- (b) managers of a company:'
§ (2) In subsection (3) of the said section two hundred and seventy-one (which extends the meaning in that section of 'director' to include persons on whose instructions the directors have been accustomed to act) for the word 'director' there shall be substituted the word 'officer'."
§ The noble Lord said: This new Schedule is necessitated by the Amendment made to Clause 108, on page 95, line 17, under which the expression "officer" was defined as "including director, manager, secretary, or other." Therefore, the various sections under the Act in which these expressions are used have to be stated in the Schedule. I beg to move.
§ Amendment moved—
§ After the Fifth Schedule, insert the said Schedule.—(Lord Chorley.)
§ On Question, Amendment agreed to. Sixth Schedule agreed to.
§ Seventh Schedule [Enactments of Principal Act repealed]:
§ LORD CHORLEYYour Lordships yesterday inserted a new clause after Clause 92 in order to make provision for the procedure to be established by Rules of Court instead of proceedings having to be initiated by Petition. This Amendment is purely consequential on that. I beg to move.
§
Amendment moved—
Page 110, line 23, at beginning, insert ("Subsections (2) to (7) of section five, except as respects resolutions passed before the coming into force of this repeal.").—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYThis is an Amendment consequential on the Amendments to Clause 71 which were accepted. They were Amendments requiring the number of members of a limited company and of companies limited by guarantee to be registered.
§
Amendment moved—
Page 110, leave out lines 23 to 26.—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYThis is a further consequential Amendment on the new clause after Clause 92. 1 beg to move.
§
Amendment moved—
Page 110, line 40, at end insert ("In subsection (1) of Section fifty-six, the words 'by petition'.").—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYThe next Amendment is consequential on an Amendment which your Lordships accepted to Clause 16, page 16, line 10. I beg to move.
§
Amendment moved—
Page III, leave out lines 34 to 36 and insert ("Subsection (3) of Section one hundred and thirty-three ").—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYThe next Amendment is consequential on subsection (I) of the new clause after Clause 84. I beg to move.
§
Amendment moved—
Page 112, line 4, at end insert ("Section one hundred and sixty-four").—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYThe effect of the next Amendment is to delete the words "by the regulations of the company" from proviso (v) to Section 321 (I) of the Act. This section provides that, subject to exceptions, certain companies may at any time register under the Act, whether as unlimited companies or as companies limited by shares, or as companies limited by guarantee. Proviso (v), to which I have referred, lays down that a company shall not so register without the assent of a majority of such of its members as are present in person or by proxy (in cases where proxies are allowed by the regulations of the company) at a general meeting summoned for the purpose. Your Lordships amended Clause 5 of the Act, which lays down that any member of the company may be represented at a meeting of the company by a proxy, and that is an absolute provision; so that even if the company had a regulation in its Articles which did not allow it, I should think it would not be effective. Therefore this Amendment is moved to deal with the situation. I beg to move.
§
Amendment moved—
Page 112, line 37, at end insert—
§ ("Enactment contained in Part IX.
§ In proviso (v) to subsection (I) of Section three hundred and twenty-one, the words 'by the regulations of the company'").—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ LORD CHORLEYWith regard to the next Amendment, the Seventh Schedule, in conjunction with Clause 109 (3), repeals the entry relating to Section 35 in the Eleventh Schedule to the Companies Act. This entry, in conjunction with Section 362 of the Act, imposes a penalty on any person wilfully making a false statement in any return, report, certificate or other document required by Section 35; in this case it is a prospectus issued by or on behalf of a company. Clause 54 of this Bill imposes a criminal liability on persons who authorize the issue of a prospectus for any untrue statement, but this would not normally apply, in view of Clause 54 (2), to an untrue statement by an expert whose report is reproduced in the prospectus with his consent. It is considered desirable that there should be powers retained in the Act in order to deal with such an expert, and therefore we propose to put back in the Act this provision of Section 362 which has been taken out by this repeal Schedule, in order that we should be in a position to deal with such an expert. I beg to move.
§
Amendment moved—
Page 113, leave out lines 18 and 19.—(Lord Chorley.)
§ On Question, Amendment agreed to.
§ Remaining Schedule, as amended, agreed to.