HL Deb 27 October 1981 vol 424 cc1035-7

145 Clause 63, page 68, line 5, after ("company") insert ("or receiver or manager of the property of the company").

146 Clause 63, page 68, line 7, leave out ("to the company") and insert ("as such officer, liquidator, receiver or manager").

147 Clause 63, page 68, line 15, leave out ("for") and insert ("of").

148 Clause 63, page 68, line 23, after ("director") insert ("or a receiver or manager of the property of a company").

149 Clause 63, page 68, line 24, after ("the") insert ("promotion, formation or").

150 Clause 63, page 68, line 26, at end add— ("(1C) Subsection (1)(a) and (c)(ii) of this section shall not apply in relation to anything done before the date on which section 63 of the Companies Act 1981 came into force by a person in his capacity as liquidator of a company or as receiver or manager of the property of a company.").

151 Clause 63, page 68, line 27, at beginning insert ("Subject to subsection (1C) of this section").

152 Clause 63, page 68, line 41, at end insert— ("( ) Subject to subsection (1C) of this section, subsection (1)(c) of this section shall apply in relation to any offence committed or other thing done before the date on which section 63 of the Companies Act 1981 came into force but a disqualification order made on the grounds of such offence or other thing done shall not be made for any period in excess of five years.").

153 Clause 63, page 69, line 36, leave out ("and") and insert— ("( ) in relation to the granting of leave to promote or form a company, means any court with any jurisdiction to wind up companies; and").

154 Clause 63, page 69, line 39, after ("company") insert ("or to be a receiver or manager of the property of a company").

155 Clause 63, page 69, line 42, after ("made") insert ("against any person").

156 Clause 63, page 70, line 1, leave out ("lay") and insert ("deliver").

157 Clause 63, page 70, line 2, at end add ("by virtue of any contravention of or failure to comply with any relevant requirement (whether on his own part or on the part of any company);").

158 Clause 63,page 70, leave out lines 37 to 42 and insert— ("(2) The following subsection shall be substituted for subsection (4) of section 188— (4) An application to a court with jurisdiction to wind up companies for the making of a disqualification order against any person may be made by the Secretary of State or the official receiver or by the liquidator or any past or present member or creditor of any company in relation to which that person has committed or is alleged to have committed an offence or other default; and on the hearing of any such application made by the Secretary of State or the official receiver or the liquidator or of any application for leave made by a person against whom a disqualification order has been made on the application of the Secretary of State, official receiver or liquidator, the Secretary of State, official receiver or liquidator shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses."").

159 Clause 63, page 71, line 12, leave out from ("made") to end of line 14 and insert ("under section 28 shall have dffect as if made under section 188 of the 1948 Act and any application made before the appointed day for such an order shall be treated as an application for an order under section 188.").

160 After Clause 63, insert the following new clause:

"Prohibition on directors of insolvent companies from acting as liquidators etc.

.—(1) In subsection (1) of section 9 of the Insolvency Act 1976 (power of court to disqualify persons from acting as directors, etc.) for the words from "the court may" to the end there shall be substituted the words— the court may make an order that that person shall not, without the leave of the court—

  1. (a) be a director of or in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company; or
  2. (b) be a liquidator of a company; or
  3. (c) be a receiver or manager of the property of a company;
for such period as may, subject to subsection (1A) below, be specified in the order.

(1A) The period which may be specified in any order under subsection (1) above shall begin with the date of the order and may not exceed five years if none of the conduct to which the court has regard under subsection (1)(b) occurred after the day appointed for the coming into force of section (Prohibition on directors of insolvent companies from acting as liquidators, etc.) of the Companies Act 1981, or fifteen years in any other case.".

(2) In subsection (7) of that section, for the definition of "company" there shall be substituted the following definition— 'company' includes any company which may be wound up under Part IX of the Companies Act 1948;".

(3) The following subsection shall be inserted in that section after subsection (7)— (7A) An order under subsection (1) may be made on grounds which are or include matters other than criminal convictions notwithstanding that the person in respect of whom the order is to be made may be criminally liable in respect of those matters.

161 After Clause 63, insert the following new clause:

Register of past directorships

.—(1) Section 200 of the 1948 Act (register of directors and secretaries) shall have effect subject to the following modifications.

(2) In subsection (2)—

  1. (a) in paragraph (a) (particulars of directorships to be kept on the register) after the words "particulars of any other directorships held by him" there shall be inserted the words "or which have been held by him";
  2. (b) in the proviso (particulars not required to be kept on register) for all the words preceding the words "and for the purposes of" there shall be substituted the words—
Provided that it shall not be necessary for the register to contain on any day particulars of any directorship—
  1. (a) which has not been held by a director at any time during the five years preceding that day;
  2. (b) which is held by a director in any company which—
    1. (i) is dormant or, in relation to the company keeping the register, is a relevant company; and
    2. (ii) if he also held that directorhsip for any period during the five years immediately preceding that day, was for the whole of that period either dormant or such a relevant company;
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  3. (c) which was held by a director for any period during the five years preceding that day in a company which for the whole of that period was either dormant or, in relation to the company keeping the register, a relevant company;";
and at the end of that subsection there shall be added the words"and
  1. (iii) a company shall be treated as being or as having been dormant during any period during which no transaction occurs which is or was a significant accounting transaction (within the meaning of section 12(6) of the Companies Act 1981) for that company; and
  2. (iv) a company shall be treated as being or as having been at any time a relevant company in relation to any other company if at that time it is or was a company of which that other company is or was a wholly owned subsidiary or if it is or was a wholly owned subsidiary of that other company or of another company of which that other company is or was a wholly owned subsidiary.".

(3) The following subsection shall be substituted for subsection (7)— (7) If any inspection required under this section is refused or if default is made in complying with subsection (1), (2), (3) or (4) of this section, the company and every officer of the company who is in default shall be liable on summary conviction to a fine not exceeding the statutory maximum or on conviction after continued contravention to a default fine not exceeding one-tenth of the statutory maximum.".

This subsection shall not have effect in relation to any offence committed before the appointed day.

(4) Subsection (4) of section 200 (notification to registrar of changes in register) shall not apply in relation to any change in the particulars contained in a company's register of directors and secretaries made solely by reason of the coming into force of subsection (2) above but if, after any such change has occurred and before the company makes its next annual return, any other change in those particulars occurs, the company shall send to the registrar a notification in the prescribed form of any such earlier changes and the date on which they occurred at the same time as it notifies the registrar of the later changes in accordance with section 200(4).").

Lord Mackay of Clashfern

My Lords, I beg to move that this House doth agree with the Commons in their amendments. With the leave of the House, I beg to move these consequential amendments en bloc.

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

On Question, Motion agreed to.