HL Deb 27 March 1980 vol 407 cc1150-2

221 Clause 46, page 57, line 1, leave out from "subsidiary" to end of line 10 and insert—

"(2) The power conferred by subsection (1) above to make any such provision may be exercised notwithstanding that its exercise is not in the best interests of the company.

(3) The power which a company may exercise by virtue only of subsection (1) above shall only be exercised by the company if sanctioned—

  1. (a) in a case not falling within paragraph (b) or (c) below, by an ordinary resolution of the company; or
  2. (b) if so authorised by the memorandum or articles, a resolution of the directors; or
  3. (c) if the memorandum or articles require the exercise of the power to be sanctioned by a resolution of the company of some other description for which more than a simple majority of the members voting is necessary, with the sanction of a resolution of that description;
and in any case after compliance with any other requirements of the memorandum or articles applicable to its exercise.

(4) On the winding up of a company (whether by the court or a voluntary winding up) the liquidator may, subject in the case of a winding up by the court to section 245(3) of the 1948 Act as applied by subsection (7) below, make any payment which the company has, before the commencement of the winding up, decided to make under subsection (3) above.

5) The power which a company may exercise by virtue only of subsection (1) above may be exercised by the liquidator after the winding up of the company has commenced if, after the company's liabilities have been fully satisfied and provision has been made for the costs of the winding up, the exercise of that power has been sanctioned by such a resolution of the company as would be required of the company itself by subsection (3) above before that commencement if paragraph (b) of that subsection were omitted and any other requirement applicable to its exercise by the company has been met.

6) Any payment which may be made by a company under this section may—

  1. (a) in the case of a payment made before the commencement of any winding up of the company, be made out of profits of the company which are available for dividend; and
  2. (b) in the case of any other payment be made out of the assets of the company which are available to the members on its winding up.

(7) On a winding up by the court section 245(3) of the 1948 Act (powers of the liquidator to be subject to the control of the court on winding up by the court) shall apply to the exercise by the liquidator of his powers under subsection (4) or (5) above as it applies to the exercise of his powers under that section.

(8) Subsections (4) and (5) above shall have effect notwithstanding anything in any rule of law or in section 302 of the 1948 Act (property of company after satisfaction of liabilities to be distributed among members)."


My Lords, I spoke of this amendment earlier and I believe the detail of it is reasonably self-explanatory. I beg to move.

Moved, That this House doth agree with the Commons in the said amendment.—(Lord Mackay of Clashfern.)

On Question, Motion agreed to.