§ 465 Page 228, line 20, at end insert—
§ 'Transactions with directors not requiring authorization
§
4A. In section 321 of the Companies Act 1985 (exceptions from provisions requiring authorisation for substantial property transactions with directors, &c.), after subsection (3) insert—
(4) Section 320(1) does not apply to a transaction on a recognised investment exchange which is effected by a director, or a person connected with him, through the agency of a person who in relation to the transaction acts as an independent broker.
For this purpose an "independent broker" means—
and "recognised", in relation to an investment exchange, means recognised under the Financial Services Act 1986.'.
§ Lord TrefgarneMy Lords, I beg to move that the House do agree wth the Commons in their Amendment No. 465. I shall speak at the same time to Amendments Nos. 467, 468 and 469. These amendments makes further minor changes to the 1985 Act which I shall explain if noble Lords require me to.
§ Moved, That the House do agree with the Commons in the said amendment.—(Lord Trefgarne.)
§ On Question, Motion agreed to.
1166§ 466 Page 229, line 6, at end insert—
§ 'Delivery of documents by overseas companies
§ 8A. In Chapter I of Part XXIII of the Companies Act 1985 (oversea companies: registration, &c.), for section 696 (office where documents to be filed) substitute—
§ "Registrar to whom documents to be delivered.
§ 696.—(1) References to the registar in relation to an oversea company (except references n Chapter III of this Part (registration of charges): see section 703CC), shall be construed in accordance with the following provisions.
§ (2) The documents which an oversea company is required to deliver to the registrar shall be delivered—
- (a) to the registrar for England and Wales if the company has established a place of business in England and Wales, and
- (b) to the registrar for Scotland if the company has established a place of business in Scotland;
§ (3) If a company ceases to have a place of business in either part of Great Britain, it shall forthwith give notice of that fact to the registrar for that part; and from the date on which notice is so given it is no longer obliged to deliver documents to that registrar.'.'.
§ 467 Page 229, line 32, at end insert—
§ 'Exemptions from limit of 20 on members of partnership
§ 9A.—(1) Section 716 of the Companies Act 1985 (prohibition of formation of company, association or partnership with more than 20 members unless registered as company, &c.) is amended as follows.
§
(2) In subsection (2) (exemptions), after paragraph (c) insert—
(d) for any purpose prescribed by regulations (which may include a purpose mentioned above), of a partnership of a description so prescribed.";
and omit the words inserted by paragraph 22 of Schedule 16 to the Financial Services Act 1986.
§
(3) For subsections (3) and (4) substitute—
(3) In subsection (2)(a) "solicitor"—
§ (4) In subsection (2)(c) "recognised stock exchange" means—
- (a) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and
- (b) any other stock exchange for the time being recognised for the purposes of this section by the Secretary of State by order made by statutory instrument."
§ 9B.—(1) Section 717 of the Companies Act 1985 (limited partnerships: limit on number of members) is amended as follows.
§
(2) In subsection (1) (exemptions from limit of 20 members under section 4(2) of Limited Partnerships Act 1907), after paragraph (c) insert—
(d) to a partnership carrying on business of any description prescribed by regulations (which may include a business of any description mentioned above), of a partnership of a description so prescribed.";
and omit the words inserted by paragraph 22 of Schedule 16 to the Financial Services Act 1986.
§
(3) For subsections (2) and (3) substitute—
(2) In subsection (1)(a) "solicitor"—
§ (3) In subsection (1)(c) "recognised stock exchange" means—
- (a) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and
- (b) any other stock exchange for the time being recognised for the purposes of this section by the Secretary of State by order made by statutory instrument.".
§ Meaning of "officer who is in default"
§ 9C. In section 730 of the Companies Act 1985 (punishment of offences), in subsection (5) (meaning of "officer who is in default"), after "company" (twice) insert "or other body".
§ Offences committed by partnerships and other unincorporated bodies
§
9D. In section 734 of the Companies Act 1985 (criminal proceedings against unincorporated bodies), at the end add—
(5) Where such an offence committed by a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner, he as well as the partnership is guilty of the offence and liable to be proceeded against and punished accordingly.
(6) Where such an offence committed by an unincorporated body (other than a partnership) is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the body or any member of its governing body, he as well as the body is guilty of the offence and liable to be proceeded against and punished accordingly.".'.
§ 468 Page 229, line 38, at end, insert—
§ 'Index of defined expressions
§ 11. In Part XXVI of the Companies Act 1985 (interpretation), after section 744 insert—
§ "Index of defined expressions.
§ 744A. The following Table shows provisions defining or otherwise explaining expressions for the purposes of this Act generally—
| accounting reference date, | sections 224 and |
| accounting reference period | 742(1) |
| acquisition (in relation to non-cash asset) | section 739(2) |
| agent | section 744 |
| allotment (and related expressions | section 738 |
| annual accounts | sections 261(2), 262(1) and 742(1) |
| annual general meeting | section 366 |
| annual return | section 363 |
| articles | section 744 |
| authorised minimum | section 118 |
| balance sheet and balance sheet date | sections 261(2), 262(1) and 742(1) |
| bank holiday | section 744 |
| banking company | section 744 |
| body corporate | section 740 |
| books and papers, books or papers | section 744 |
| called-up share capital | section 737(1) |
| capital redemption reserve | section 170(1) |
| the Companies Acts | section 744 |
| companies charges register company | section 397 |
| section 735(1) | |
| the Consequential Provisions Act | section 744 |
| corporation | section 740 |
| the court (in relation to a company) | section 744 |
| current assets | sections 262(1) and 742(1) |
| debenture | section 744 |
| director | section 741(1) |
| document | section 744 |
| elective resolution | section 379A |
| employees' share scheme | section 743 |
| equity share capital | section 744 |
| existing company | section 735(1) |
| extraordinary general meeting | section 368 |
| extraordinary resolution | section 378(1) |
| financial year (of a company) | sections 223 and 742(1) |
| fixed assets | sections 262(1) and 742(1) |
| floating charge (in Scotland) | section 462 |
| the former Companies Acts | section 735(1) |
| the Gazette | section 744 |
| hire-purchase agreement | section 744 |
| holding company | section 736 |
| the Insider Dealing Act | section 744 |
| the Insolvency Act | section 735A(1) |
| insurance company | section 744 |
| the Joint Stock Companies Acts | section 735(3) |
| limited company | section 1(2) |
| member (of a company) | section 22 |
| memorandum (in relation to a company) | section 744 |
| non-cash asset | section 739(1) |
| number (in relation to shares) | section 744 |
| office copy (in relation to a court order in Scotland) | section 743A |
| officer (in relation to a body corporate) | section 744 |
| official seal (in relation to the registrar of companies) | section 744 |
| oversea company | section 744 |
| overseas branch register | section 362 |
| paid up (and related expressions) | section 738 |
| parent company and parent undertaking | sections 257 and 742(1) |
| place of business | section 744 |
| prescribed | section 744 |
| private company | section 1(3) |
| profit and loss account | sections 261(2), 262(1) and 742(1) |
| prospectus | section 744 |
| public company | section 1(3) |
| realised profits or losses | sections 262(2A) and 742(2) |
| registered number (of a company) | section 705(1) |
| registered office (of a company) | section 287 |
| registrar and registrar of companies) | section 744 |
| resolution for reducing share capital | section 135(3) |
| shadow director | section 741(2) and (3) |
| share | section 744 |
| share premium account | section 130(1) |
| share warrant | section 188 |
| special notice (in relation to a resolution) | section 379 |
| special resolution | section 378(2) |
| subsidiary | section 736 |
| subsidiary undertaking | sections 257 and 742(1) |
| transfer (in relation to a non-cash asset) | section 739(2) |
| uncalled share capital | section 737(2) |
| undistributable reserves | section 264(3) |
| unlimited company | section 1(2) |
| unregistered company | section 718 |
| wholly-owned subsidiary | section 736(6).".'. |
§ 469 Page 229, line 38, at end, insert—
§ `Fraudulent trading by unregistered companies.
§ 12. In Schedule 22 to the Companies Act 1985 (provisions applying to unregistered companies), at the appropriate place insert—
| "Part XVI | Fraudulent trading by a company. | —".'. |
§ Lord TrefgarneMy Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 466 to 469.
§ Moved, That the House do agree with the Commons in the said amendments. — (Lord Trefgarne.)
§ On Question, Motion agreed to.