Company Law Reform Bill [HL] — 23 May 2006 at 18:17

Clause 581 <[i>Register of debenture holders]:

moved Amendment No. 51:

Leave out Clause 581.

On Question, amendment agreed to.

Clause 582 <[i>Right to inspect register etc]:

moved Amendment No. 52:

Leave out Clause 582.

On Question, amendment agreed to.

Clause 583 <[i>Time limit for claims arising from entry in register]:

moved Amendment No. 53:

Leave out Clause 583.

On Question, amendment agreed to.

moved Amendments Nos. 54 to 60:

After Clause 591, insert the following new clause-

"PART 19A DEBENTURES

:TITLE3:REGISTER OF DEBENTURE HOLDERS

(1) Any register of debenture holders of a company that is kept by the company must be kept available for inspection-

(a) at the company's registered office, or

(b) at another place in the part of the United Kingdom in which the company is registered.

(2) A company must give notice to the registrar of the place where any such register is kept available for inspection and of any change in that place.

(3) No such notice is required if the register has, at all times since it came into existence, been kept available for inspection at the company's registered office.

(4) If a company makes default for 14 days in complying with subsection (2), an offence is committed by-

(a) the company, and

(b) every officer of the company who is in default,

(5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and in the case of continued contravention to a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(6) References in this section to a register of debenture holders include a duplicate-

(a) of a register of debenture holders that is kept outside the United Kingdom, or

(b) of any part of such a register."

After Clause 591, insert the following new clause-

"REGISTER OF DEBENTURE HOLDERS: RIGHT TO INSPECT AND REQUIRE COPY

(1) Every register of debenture holders of a company must, except when duly closed, be open to the inspection-

(a) of the registered holder of any such debentures, or any holder of shares in the company, without charge, and

(b) of any other person on payment of such fee as may be prescribed.

(2) Any person may require a copy of the register, or any part of it, on payment of such fee as may be prescribed.

(3) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.

(4) The request must contain the following information-

(a) in the case of an individual, his name and address;

(b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;

(c) the purpose for which the information is to be used; and

(d) whether the information will be disclosed to any other person, and if so-

(i) where that person is an individual, his name and address,

(ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and

(iii) the purpose for which the information is to be used by that person.

(5) For the purposes of this section a register is "duly closed" if it is closed in accordance with provision contained-

(a) in the articles or in the debentures,

(b) in the case of debenture stock in the stock certificates, or

(c) in the trust deed or other document securing the debentures or debenture stock.

The total period for which a register is closed in any year must not exceed 30 days.

(6) References in this section to a register of debenture holders include a duplicate-

(a) of a register of debenture holders that is kept outside the United Kingdom, or

(b) of any part of such a register."

After Clause 591, insert the following new clause-

"REGISTER OF DEBENTURE HOLDERS: RESPONSE TO REQUEST FOR INSPECTION OR COPY

(1) Where a company receives a request under section (Register of debenture holders: right to inspect and require copy) (register of debenture holders: right to inspect and require copy), it must within five working days either-

(a) comply with the request, or

(b) apply to the court.

(2) If it applies to the court it must notify the person making the request.

(3) If on an application under this section the court is satisfied that the inspection or copy is not sought for a proper purpose-

(a) it shall direct the company not to comply with the request, and

(b) it may further order that the company's costs (in Scotland, expenses) on the application be paid in whole or in part by the person who made the request, even if he is not a party to the application.

(4) If the court makes such a direction and it appears to the court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

The order must contain such provision as appears to the court appropriate to identify the requests to which it applies.

(5) If on an application under this section the court does not direct the company not to comply with the request, the company must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued."

After Clause 591, insert the following new clause-

"REGISTER OF DEBENTURE HOLDERS: REFUSAL OF INSPECTION OR DEFAULT IN PROVIDING COPY

(1) If an inspection required under section (Register of debenture holders: right to inspect and require copy) (register of debenture holders: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by-

(a) the company, and

(b) every officer of the company who is in default.

(2) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it."

After Clause 591, insert the following new clause-

"REGISTER OF DEBENTURE HOLDERS: OFFENCES IN CONNECTION WITH REQUEST FOR OR DISCLOSURE OF INFORMATION

(1) It is an offence for a person knowingly or recklessly to make in a request under section (Register of debenture holders: right to inspect or require copy) (register of debenture holders: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section-

(a) to do anything that results in the information being disclosed to another person, or

(b) to fail to do anything with the result that the information is disclosed to another person,

knowing or having reason to suspect that person may use the information for a purpose that is not a proper purpose.

(3) A person guilty of an offence under this section is liable-

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction-

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both)."

After Clause 591, insert the following new clause-

"TIME LIMIT FOR CLAIMS ARISING FROM ENTRY IN REGISTER

(1) Liability incurred by a company-

(a) from the making or deletion of an entry in the register of debenture holders, or

(b) from a failure to make or delete any such entry,

is not enforceable more than ten years after the date on which the entry was made or deleted or, as the case may be, the failure first occurred.

(2) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period)."

After Clause 591, insert the following new clause-

"RIGHT OF DEBENTURE HOLDER TO COPY OF DEED

(1) Any holder of debentures of a company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any trust deed for securing the debentures.

(2) If default is made in complying with this section, an offence is committed by every officer of the company who is in default.

(3) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(4) In the case of any such default the court may direct that the copy required be sent to the person requiring it."

On Question, amendments agreed to.

Clause 610 <[i>Right to inspect and request copy of entries]:

moved Amendment No. 61:

Page 301, line 41, leave out subsections (3) to (6) and insert-

"( ) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.

( ) The request must contain the following information-

(a) in the case of an individual, his name and address;

(b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;

(c) the purpose for which the information is to be used; and

(d) whether the information will be disclosed to any other person, and if so-

(i) where that person is an individual, his name and address,

(ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and

(iii) the purpose for which the information is to be used by that person."

On Question, amendment agreed to.

Clause 611 <[i>Court supervision of purpose for which rights may be exercised]:

moved Amendments Nos. 62 and 63:

Page 302, leave out lines 13 to 17 and insert-

"( ) Where a company receives a request under section 610 (register of interests disclosed: right to inspect and require copy), it must-"

Page 302, line 29, leave out subsection (6) and insert-

"( ) If the court is not satisfied that the inspection or copy is sought for a proper purpose, it shall direct the company not to comply with the request.

( ) If the court makes such a direction and it appears to the court that the company is or may be subject to other requests made for a similar purpose (whether made by the same person or different persons), it may direct that the company is not to comply with any such request.

The order must contain such provision as appears to the court appropriate to identify the requests to which it applies.

( ) If the court does not direct the company not to comply with the request, the company must comply with the request immediately upon the court giving its decision or, as the case may be, the proceedings being discontinued."

On Question, amendments agreed to.

moved Amendments Nos. 64 and 65:

After Clause 611, insert the following new clause-

"REGISTER OF INTERESTS DISCLOSED: REFUSAL OF INSPECTION OR DEFAULT IN PROVIDING COPY

(1) If an inspection required under section 610 (register of interests disclosed: right to inspect and require copy) is refused or default is made in providing a copy required under that section, otherwise than in accordance with an order of the court, an offence is committed by-

(a) the company, and

(b) every officer of the company who is in default.

(2) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requesting it."

After Clause 611, insert the following new clause-

"REGISTER OF INTERESTS DISCLOSED: OFFENCES IN CONNECTION WITH REQUEST FOR OR DISCLOSURE OF INFORMATION

(1) It is an offence for a person knowingly or recklessly to make in a request under section 610 (register of interests disclosed: right to inspect or require copy) a statement that is misleading, false or deceptive in a material particular.

(2) It is an offence for a person in possession of information obtained by exercise of either of the rights conferred by that section-

(a) to do anything that results in the information being disclosed to another person, or

(b) to fail to do anything with the result that the information is disclosed to another person,

knowing or having reason to suspect that person may use the information for a purpose that is not a proper purpose.

(3) A person guilty of an offence under this section is liable-

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction-

(i) in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both)."

On Question, amendments agreed to.

Clause 624 <[i>Reckoning of periods for fulfilling obligations]:

moved Amendment No. 66:

Page 307, line 22, leave out from second "is" to "shall" in line 24 and insert "not a working day"

On Question, amendment agreed to.

moved Amendment No. 67:

After Clause 670, insert the following new clause-

"PART 24A DISSOLUTION AND RESTORATION TO THE REGISTER

Voluntary striking off

VOLUNTARY STRIKING OFF: EXTENSION TO PUBLIC COMPANIES

In section 652A of the Companies Act 1985 (c. 6) (power of registrar to strike private company off register on application)-

(a) in the heading to the section, and

(b) in subsection (1),

omit the word "private"."

moved Amendments Nos. 68 to 79:

After Clause 670, insert the following new clause-
"Crown disclaimer of property

TIME FOR MAKING CROWN DISCLAIMER OF PROPERTY VESTING AS BONA VACANTIA

In section 656 of the Companies Act 1985 (c. 6) (Crown disclaimer of property vesting as bona vacantia), for subsections (3) and (4) (time within which notice of disclaimer must be executed) substitute-

"(3) A notice of disclaimer must be executed within three years after-

(a) the date on which the fact that the property may have vested in the Crown under section 654 first comes to the notice of the Crown representative, or

(b) if ownership of the property is not established at that date, the end of the period reasonably necessary for the Crown representative to establish the ownership of the property.

(3A) If an application in writing is made to the Crown representative by a person interested in the property requiring him to decide whether he will or will not disclaim, any notice of disclaimer must be executed within twelve months after the making of the application or such further period as may be allowed by the court.

(3B) A notice of disclaimer under this section is of no effect if it is shown to have been executed after the end of the period specified by subsection (3) or (3A)."."

After Clause 670, insert the following new clause-

"Administrative restoration to the register

APPLICATION FOR ADMINISTRATIVE RESTORATION TO THE REGISTER

(1) An application may be made to the registrar to restore to the register a company that has been struck off the register under section 652 of the Companies Act 1985 (c. 6) (power of registrar to strike off defunct company).

(2) An application under this section may be made whether or not the company has in consequence also been dissolved (see section 652(5)).

(3) An application under this section may only be made by a former director or former member of the company.

(4) An application under this section may not be made after the end of the period of six years from the date of the dissolution of the company.

For this purpose an application is made when it is received by the registrar."

After Clause 670, insert the following new clause-

"REQUIREMENTS FOR ADMINISTRATIVE RESTORATION

(1) On an application under section (Application for administrative restoration to the register) the registrar shall restore the company to the register if, and only if, the following conditions are met.

(2) The first condition is that the company was carrying on business or in operation at the time of its striking off.

(3) The second condition is that, if any property or right previously vested in or held on trust for the company has vested as bona vacantia, the Crown representative has signified to the registrar in writing consent to the company's restoration to the register.

(4) It is the applicant's responsibility to obtain that consent and to pay any costs (in Scotland, expenses) of the Crown representative-

(a) in dealing with the property during the period of dissolution, or

(b) in connection with the proceedings on the application,

that may be demanded as a condition of giving consent.

(5) The third condition is that the applicant has-

(a) delivered to the registrar such documents relating to the company as are necessary to bring up to date the records kept by the registrar, and

(b) paid any penalties under section 434 or corresponding earlier provisions (civil penalty for failure to deliver accounts) that were outstanding at the date of dissolution or striking off.

(6) In this section the "Crown representative" means-

(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

(d) in relation to other property, the Treasury Solicitor."

After Clause 670, insert the following new clause-

"APPLICATION TO BE ACCOMPANIED BY STATEMENT OF COMPLIANCE

(1) An application under section (Application for administrative restoration to the register) (application for administrative restoration to the register) must be accompanied by a statement of compliance.

(2) The statement of compliance required is a statement-

(a) that the person making the application has standing to apply (see subsection (3) of that section), and

(b) that the requirements for administrative restoration (see section (Requirements for administrative restoration) are met.

(3) The registrar may accept the statement of compliance as sufficient evidence of those matters."

After Clause 670, insert the following new clause-

"REGISTRAR'S DECISION ON APPLICATION FOR ADMINISTRATIVE RESTORATION

(1) The registrar must give notice to the applicant of the decision on an application under section (Application for administrative restoration to the register) (application for administrative restoration to the register).

(2) If the decision is that the company should be restored to the register, the restoration takes effect as from the date that notice is sent.

(3) In the case of such a decision, the registrar must-

(a) enter on the register a note of the date as from which the company's restoration to the register takes effect, and

(b) cause notice of the restoration to be published-

(i) in the Gazette, or

(ii) in accordance with section 746 (alternative means of giving notice).

(4) The notice under subsection (3)(b) must state-

(a) the name of the company or, if the company is restored to the register under a different name, that name and its former name,

(b) the company's registered number, and

(c) the date as from which the restoration of the company to the register takes effect."

After Clause 670, insert the following new clause-

"EFFECT OF ADMINISTRATIVE RESTORATION

(1) The general effect of administrative restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

(2) The company is not liable to a penalty under section 434 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended-

(a) after the date of dissolution or striking off, and

(b) before the restoration of the company to the register.

(3) The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.

(4) An application to the court for such directions or provision may be made any time within three years after the date of restoration of the company to the register."

After Clause 670, insert the following new clause-

"Restoration to the register by the court

APPLICATION TO COURT FOR RESTORATION TO THE REGISTER

(1) An application may be made to the court to restore to the register a company-

(a) that has been dissolved under Chapter 4 of Part 9 of the Insolvency Act 1986 (c. 45) or Chapter 9 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (dissolution of company after winding up),

(b) that is deemed to have been dissolved under paragraph 84(6) of Schedule B1 to the Insolvency Act 1986 (c. 45) or paragraph 85(6) of Schedule B1 to the Insolvency (Northern Ireland) Order 1989 (dissolution of company following administration), or

(c) that has been struck off the register-

(i) under section 652 of the Companies Act 1985 (c. 6) (power of registrar to strike off defunct company), or

(ii) under section 652A of that Act (voluntary striking off),

whether or not the company has in consequence also been dissolved (see section 652(5) or 652A(5)).

(2) An application under this section may be made by-

(a) the Secretary of State,

(b) any former director of the company,

(c) any person having an interest in land in which the company had a superior or derivative interest,

(d) any person having an interest in land or other property-

(i) that was subject to rights vested in the company, or

(ii) that was benefited by obligations owed by the company,

(e) any person who but for the company's dissolution would have been in a contractual relationship with it,

(f) any person with a potential legal claim against the company,

(g) any manager or trustee of a pension fund established for the benefit of employees of the company,

(h) any former member of the company (or the personal representatives of such a person),

(i) any person who was a creditor of the company at the time of its striking off or dissolution,

(j) any former liquidator of the company,

(k) where the company was struck off the register under section 652A of the Companies Act 1985 (c. 6), any person of a description specified by regulations under section 652B(6)(f) or 652C(2)(f) of that Act (persons entitled to notice of application for voluntary striking off),

or by any other person appearing to the court to have an interest in the matter."

After Clause 670, insert the following new clause-

"WHEN APPLICATION TO THE COURT MAY BE MADE

(1) An application to the court for restoration of a company to the register may be made at any time for the purpose of bringing proceedings against the company for damages for personal injury.

(2) No order shall be made on such an application if it appears to the court that the proceedings would fail by virtue of any enactment as to the time within which proceedings must be brought.

(3) In making that decision the court must have regard to its power under section (Effect of court order for restoration to the register)(3) (power to give consequential directions etc) to direct that the period between the dissolution (or striking off) of the company and the making of the order is not to count for the purposes of any such enactment.

(4) In any other case an application to the court for restoration of a company to the register may not be made after the end of the period of six years from the date of the dissolution of the company, subject as follows.

(5) In a case where-

(a) the company has been struck off the register under section 652 of the Companies Act 1985 (c. 6) (power of registrar to strike off defunct company),

(b) an application to the registrar has been made under section (Application for administrative restoration to the register) (application for administrative restoration to the register) within the time allowed for making such an application, and

(c) the registrar has refused the application,

an application to the court under this section may be made within 28 days of notice of the registrar's decision being issued by the registrar, even if the period of six years mentioned in subsection (4) above has expired.

(6) For the purposes of this section-

(a) "personal injury" includes any disease and any impairment of a person's physical or mental condition; and

(b) references to damages for personal injury include-

(i) any sum claimed by virtue of section 1(2)(c) of the Law Reform (Miscellaneous Provisions) Act 1934 (c. 41) or section 14(2)(c) of the Law Reform (Miscellaneous Provisions) Act (Northern Ireland) 1937 (1937 c. 9 (N.I.)) (funeral expenses)), and

(ii) damages under the Fatal Accidents Act 1976 (c. 30), the Damages (Scotland) Act 1976 (c. 13) or the Fatal Accidents (Northern Ireland) Order 1977 (S.I. 1977/1251 (N.I. 18))."

After Clause 670, insert the following new clause-

"DECISION ON APPLICATION FOR RESTORATION BY THE COURT

(1) On an application under section (Application to the court for restoration to the register) the court may order the restoration of the company to the register-

(a) if the company was struck off the register under section 652 of the Companies Act 1985 (c. 6) (power of registrar to strike off defunct companies) and the company was, at the time of the striking off, carrying on business or in operation;

(b) if the company was struck off the register under section 652A of that Act (voluntary striking off) and any of the requirements of section 652B or 652C of that Act was not complied with;

(c) if in any other case the court considers it just to do so.

(2) If the court orders restoration of the company to the register, the restoration takes effect on a copy of the court's order being delivered to the registrar.

(3) The registrar must cause to be published-

(a) in the Gazette, or

(b) in accordance with section 746 (alternative means of giving notice),

notice of the restoration of the company to the register.

(4) The notice must state-

(a) the name of the company or, if the company is restored to the register under a different name, that name and its former name,

(b) the company's registered number, and

(c) the date on which the restoration took effect."

After Clause 670, insert the following new clause-

"EFFECT OF COURT ORDER FOR RESTORATION TO THE REGISTER

(1) The general effect of an order by the court for restoration to the register is that the company is deemed to have continued in existence as if it had not been dissolved or struck off the register.

(2) The company is not liable to a penalty under section 434 or any corresponding earlier provision (civil penalty for failure to deliver accounts) for a financial year in relation to which the period for filing accounts and reports ended-

(a) after the date of dissolution or striking off, and

(b) before the restoration of the company to the register.

(3) The court may give such directions and make such provision as seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or struck off the register.

(4) The court may also give directions as to-

(a) the delivery to the registrar of such documents relating to the company as are necessary to bring up to date the records kept by the registrar,

(b) the payment of the costs (in Scotland, expenses) of the registrar in connection with the proceedings for the restoration of the company to the register,

(c) where any property or right previously vested in or held on trust for the company has vested as bona vacantia, the payment of the costs (in Scotland, expenses) of the Crown representative-

(i) in dealing with the property during the period of dissolution, or

(ii) in connection with the proceedings on the application.

(5) In this section the "Crown representative" means-

(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

(d) in relation to other property, the Treasury Solicitor."

After Clause 670, insert the following new clause-

"Restoration to the register: supplementary provisions

COMPANY'S NAME ON RESTORATION

(1) A company is restored to the register with the name it had before it was dissolved or struck off the register, subject to the following provisions.

(2) If at the date of restoration the company could not be registered under its former name without contravening section 67 (name not to be the same as another in the registrar's index of company names), it must be restored to the register-

(a) under another name specified-

(i) in the case of administrative restoration, in the application to the registrar, or

(ii) in the case of restoration under a court order, in the court's order, or

(b) as if its registered number was also its name.

References to a company's being registered in a name and to registration, in that context, shall be read as including the company's being restored to the register.

(3) If a company is restored to the register under a name specified in the application to the registrar, the provisions of-

section 80 (change of name: registration and issue of new certificate of incorporation), and

section 81 (change of name: effect),.

apply as if the application to the registrar were notice of a change of name.

(4) If a company is restored to the register under a name specified in the court's order, the provisions of-

section 80 (change of name: registration and issue of new certificate of incorporation), and

section 81 (change of name: effect),.

apply as if the copy of the court order delivered to the registrar were notice of a change a name.

(5) If the company is restored to the register as if its registered number was also its name-

(a) the company must change its name within 14 days after the date of the restoration,

(b) the change may be made by resolution of the directors (without prejudice to any other method of changing the company's name),

(c) the company must give notice to the registrar of the change, and

(d) sections 80 and 81 apply as regards the registration and effect of the change.

(6) If the company fails to comply with subsection (5)(a) or (c) an offence is committed by-

(a) the company, and

(b) every officer of the company who is in default.

(7) A person guilty of an offence under subsection (6) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, to a daily default fine not exceeding one-tenth of level 5 on the standard scale."

After Clause 670, insert the following new clause-

"RESTORATION TO THE REGISTER: OTHER AMENDMENTS

(1) In section 654 of the Companies Act 1985 (c. 6) (property of dissolved company to be bona vacantia), in subsection (2) for "any order made by the court under section 651 or 653" substitute "the possible restoration of the company to the register under sections (Application for administrative restoration to the register) to (Effect of court order for restoration to the register) of the Company Law Reform Act 2006".

(2) For section 655 of that Act (effect of s. 654 on company's revival after dissolution) substitute-

"655 EFFECT OF RESTORATION TO THE REGISTER WHERE PROPERTY HAS VESTED AS BONA VACANTIA

(1) The person in whom any property or right is vested by section 654 may dispose of, or of an interest in, that property or right despite the fact that the company may be restored to the register under sections (Application for administrative restoration to the register) to (Effect of court order for restoration to the register) of the Company Law Reform Act 2006.

(2) If the company is restored to the register-

(a) the restoration does not affect the disposition (but without prejudice to its effect in relation to any other property or right previously vested in or held on trust for the company), and

(b) the Crown or, as the case may be, the Duke of Cornwall shall pay to the company an amount equal to-

(i) the amount of any consideration received for the property or right or, as the case may be, the interest in it, or

(ii) the value of any such consideration at the time of the disposition,

or, if no consideration was received an amount equal to the value of the property, right or interest disposed of, as at the date of the disposition.

(3) There may be deducted from the amount payable under subsection (2)(b) the reasonable costs of the Crown representative in connection with the disposition (to the extent that they have not been paid as a condition of administrative restoration or pursuant to a court order for restoration).

(4) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Lancaster, the Attorney General of that Duchy shall represent Her Majesty in any proceedings arising in connection with that liability.

(5) Where a liability accrues under subsection (2) in respect of any property or right which before the restoration of the company to the register had accrued as bona vacantia to the Duchy of Cornwall, such persons as the Duke of Cornwall (or other possessor for the time being of the Duchy) may appoint shall represent the Duke (or other possessor) in any proceedings arising out of that liability.

(6) In this section the "Crown representative" means-

(a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

(b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

(c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

(d) in relation to other property, the Treasury Solicitor."."

On Question, amendments agreed to.

Clause 717 <[i>Material not available for public inspection]:

moved Amendment No. 80:

Page 354, line 30, at end insert-

"( ) any application to the registrar under section (Application for administrative restoration to the register) (application for administrative restoration to the register) that has not yet been determined or was not successful;"

On Question, amendment agreed to.

moved Amendment No. 81:

After Clause 769, insert the following new clause-

"REQUIREMENT TO GIVE SERVICE ADDRESS

Any obligation under the Companies Acts to give a person's address is, unless otherwise expressly provided, to give a service address for that person."

On Question, amendment agreed to.

Clause 833 <[i>Appointment of the Independent Supervisor]:

moved Amendment No. 82:

Page 402, line 37, at end insert-

"( ) The order has the effect of making the body appointed under subsection (1) designated under section 5 of the Freedom of Information Act 2000 (c. 36) (further powers to designate public authorities)."

On Question, Whether the said amendment (No. 82) shall be agreed to?

Their Lordships divided: Contents, 147; Not-Contents, 125.

Debate in Parliament | Source |

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Party Summary

Votes by party, red entries are votes against the majority for that party.

What is Tell? '+1 tell' means that in addition one member of that party was a teller for that division lobby.

What is Turnout? This is measured against the total membership of the party at the time of the vote.

PartyMajority (Content)Minority (Not-Content)Turnout
Con94 (+1 tell) 045.7%
Crossbench17 210.7%
Independent Labour1 0100.0%
Lab0 120 (+2 tell)58.4%
LDem30 (+1 tell) 041.9%
UUP1 0100.0%
Total:143 12240.1%

Rebel Voters - sorted by party

Lords for which their vote in this division differed from the majority vote of their party. You can see all votes in this division, or every eligible lord who could have voted in this division

Sort by: Name | Party | Vote

NamePartyVote
Lord Elystan-Morgan Crossbenchno
Lord Rees of LudlowCrossbenchno
Lord Robertson of Port EllenCrossbenchno

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