§ (2) In subsection (7) (registration in companies charges register to have same effect as registration under that Act), for "any of the enactments mentioned in subsection (8) below" substitute "Part XII, or Chapter III of Part XXIII, of the Companies Act 1985 (or corresponding earlier enactments)".
§ (3) In subsection (8) for "The enactments" substitute "The corresponding earlier enactments" and at the end insert "as originally enacted".
§ (2) For the entries relating to sections 399(3) to 423(3) (offences under Part XII: registration of charges) substitute—
|"398(3)||Company failing to deliver particulars of charge to registrar.||1. On indictment.||A fine.|
|2. Summary.||The statutory maximum.|
|408(3)||Company failing to deliver particulars of taking up of issue of debentures||Summary.||One-fifth of the statutory maximum|
|409(4)||Failure to give notice to registrar of appointment of receiver or manager, or of his ceasing to act.||Summary.||One-fifth of the statutory maximum.|
|410(4)||Failure to comply with requirements of regulations under s.410.||Summary.||One-fifth of the statutory maximum.|
|411(4)||Failure to keep copies of charging instruments or register at registered office.||1. On indictment 2. Summary.||A fine. The statutory maximum.|
|412(4)||Refusing inspection of charging instrument or register or failing to supply copies.||Summary.||One-fifth of the statutory maximum."|
§ (3) After the entry relating to section 703(1)insert—
|703D(5)||Oversea company failing to deliver particulars of charge to registrar||1. On indictment||A fine|
|2. Summary||The statutory maximum."|
(2) In section 9(3) (restrictions on making administration order where administrative receiver has been appointed), in paragraph (b) (exceptions) insert—
(i) be void against the administrator to any extent by virtue of the provisions of Part XII of the Companies Act 1985 (registration of company charges),";
and renumber the existing sub-paragraphs as (ii) to (iv).
§ (3) In sections 45(5), 53(2), 54(3) and 62(5) (offences of failing to deliver documents relating to appointment or cessation of appointment of receiver) omit the words "and, for continued contravention, to a daily default fine".
4. In Schedule 1 to the Company Directors Disqualification Act 1986 (matters relevant to determining unfitness of directors), in paragraph 4 (failure of company to comply with certain provisions), for sub-paragraph (h) substitute—
(h) sections 398 and 703D (duty of company to deliver particulars of charges on its property).
§ 453 Insert the following new schedule:
§ COMPANY CONTRACTS, SEALS, &C.: FURTHER PROVISIONS
§ Execution of deeds abroad
§ (2) In subsection (1) (appointment of attorney to execute deeds), after "A company may" insert "under the law of England and Wales".
§ (2) For subsection (2) (effect of deed executed by attorney) substitute—
§ "(2) A deed executed by such an attorney on behalf of the company has the same effect as if it were executed under the company's common seal.".
§ Official seal for use abroad
§ (2) In subsection (1), after "A company" insert "which has a common seal" and for "the common seal of the company" substitute "its common seal".
§ (3) For subsection (2) (effect of sealing with official seal) substitute—
§ "(2) The official seal when duly affixed to a document has the same effect as the company's common seal.".
§ (4) In subsection (3) (instrument authorising person to affix official seal), after "by writing under its common seal" insert "or, in the case of a company registered in Scotland, subscribed in accordance with section 36B,".
§ Officcial seal for share certificates, &c.
§ (2) After "A company" insert "which has a common seal" and for "the company's common seal" substitute "its common seal".1162
(3) At the end add—
The official seal when duly affixed to a document has the same effect as the company's common seal.".
§ Authentication of documents
§ 4. In section 41 of the Companies Act 1985 (authentication of documents), for the words from "may be signed" to the end substitute "is sufficiently authenticated for the purposes of the law of England and Wales by the signature of a director, sec-etary or other authorised officer of the company.".
§ Share certificate as evidence of Title
§ "Certificate to be evidence of tile.
§ 186.—(1) A certificate under the common seal of the company (or, in the case of a company registered in Scotland, subscribed in accordance with section 36B) specifying any shares held by a member is—
- (a) in England and Wales, prima facie evidence, and
- (b) in Scotland, sufficient evidence unless the contrary is shown,
§ Share warrants to bearer
§ "Issue and effect of share warrant to bearer.
§ 188.—(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a "share warrant") stating that the bearer of the warrant is entitled to the shares specified in it.
§ (2) A share warrant issued under the company's common seal (or, in the case of a company registered in Scotland, subscribed in accordance with section 36B) entitles the bearer to the shares specified in it; and the shares may be transferred by delivery of the warrant.
§ (3) A company which issues a share warrant may, if so authorised by its articles, provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant.".
§ Identification of company on common seal
7. In section 350 of the Companies Act 1985 (identification of company on company seal), for subsection (1) substitute—
(1) A company which has a common seal shall have its name engraved in legible characters on the seal; and if it fails to comply with this subsection it is liable to a fine.".
§ Floating charges under Scots law
In section 462 of the Companies Act 1985 (power of company to create floating charge), for subsections (2) and (3) substitute—
(2) In the case of a company which the Court of Session has jurisdiction to wind up, a floating charge may be created only by a written instrument which is presumed under section 36B to be subscribed by the company.".
- (a) at the beginning of the subsection insert "Without prejudice to any enactment or rule of law regarding the execution of documents.";
- (b) omit paragraph (a);
- (c) at the end of paragraph (b) insert ";or", and
- (d) omit paragraph (d) and the word "or" preceding it.
§ 10. In section 53(3) of the Insolvency Act 1986 (execution of instrument appointing receiver), in paragraph (a) for "in accordance with the provisions of section 36 of the Companies Act as if it were a contract" substitute "in accordance with section 36B of the Companies Act 1985".'.1163
454 Schedule 13, page 225, line 8, leave out paragraph 32 and insert—
'32.—(1) The following provisions have effect with respect to the operation of section 23 of the Companies Act 1985 (prohibition on subsidiary being a member of its holding company).
(2) In relation to times, circumstances and purposes before the commencement of section 115(1) of this Act, the references in section 23 to a subsidiary or holding company shall be construed in accordance with section 736 of the Companies Act 1985 as originally enacted.
(3) Where a body corporate becomes or ceases to be a subsidiary of a holding company by reason of section 115(1) coming into force, the prohibition in section 23 of the Companies Act 1985 shall apply (in the absence of exempting circumstances), or cease to apply, accordingly.'.
§ 455 Schedule 14, page 226, line 38, at end insert—
§ 'Correction of cross-reference
§ This amendment shall be deemed always to have had effect.'.
§ Lord Strathclyde
My Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 448 to 455.
§ Moved, That the House do agree with the Commons in the said amendments.—(Lord Strathclyde.)
§ On Question, Motion agreed to.