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Company Law Reform Bill

 

Current position:

The Company Law Reform Bill was introduced in the House of Lords on 1 November 2005 and reached its Committee stage on 30 January 2006.  The table below provides a link to the Hansard report for each debate:

 

Debates in the House of Lords

Stage

Date

Link to Hansard report

Second Reading

11 January 2006

Link

Grand Committee (First Day)

30 January 2006

Link

Grand Committee (Second Day)

1 February 2006

Link

Grand Committee (Third Day)

6 February 2006

Link

Grand Committee (Fourth Day)

9 February 2006

Link

 

The full text of the Bill and Explanatory Notes is available on the UK Parliament website. The table below provides a link to each part of the Bill and the corresponding explanatory note.

 

Grouping

Bill Part Link to Bill Part Link to Ex Note Extra Material*

The fundamentals of what a company is, how it can be formed and what it can be called

GENERAL INTRODUCTORY PROVISIONS

P1

EN1  
COMPANY FORMATION P2 EN2  
A COMPANY'S CONSTITUTION P3 EN3  
A COMPANY'S CAPACITY AND RELATED MEASURES P4 EN4  
A COMPANY'S NAME P5 EN5  
A COMPANY'S REGISTERED OFFICE P6 EN6  
RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS P7 EN7  

Members (shareholders) and officers (management) of a company

MEMBERS OF A COMPANY P8 EN8  
EXERCISE OF MEMBERS' RIGHTS P9 EN9  
COMPANY DIRECTORS P10 EN10  
DERIVATIVE CLAIMS AND ACTIONS BY MEMBERS P11 EN11  
COMPANY SECRETARIES P12 EN12  

How companies may take decisions

RESOLUTIONS AND MEETINGS P13 EN13  
CONTROL OF POLITICAL DONATIONS AND EXPENDITURE P14 EN14  

Accountability of officers to members

ACCOUNTS AND REPORTS P15 EN15  
AUDIT P16 EN16  

Raising share capital and takeovers

PRIVATE AND PUBLIC COMPANIES P17 EN17  
ALLOTMENT OF SHARES P18 EN18  
SHARE CAPITAL P19 EN19  
TRANSFER OF SECURITIES P20 EN20  
INFORMATION ABOUT INTERESTS IN A COMPANY'S SHARES P21 EN21  
TAKEOVERS ETC P22 EN22  

The regulatory framework

COMPANY INVESTIGATIONS P23 EN23  
UK COMPANIES NOT FORMED AND REGISTERED UNDER THE COMPANIES ACTS P24 EN24  
OVERSEA COMPANIES P25 EN25  
THE REGISTRAR OF COMPANIES P26 EN26  
OFFENCES UNDER THE COMPANIES ACTS P27 EN27  
COMPANIES: SUPPLEMENTARY PROVISIONS P28 EN28  
COMPANIES: INTERPRETATION P29 EN29  
COMPANIES: MINOR AMENDMENTS P30 EN30  

Flexibility for the future

COMPANY LAW REFORM POWER P31 EN31  

Business names and statutory auditors

BUSINESS NAMES P32 EN32  
STATUTORY AUDITORS P33 EN33  

Miscellaneous

 

MISCELLANEOUS PROVISIONS P34 EN34  
NORTHERN IRELAND P35 EN35  
GENERAL SUPPLEMENTARY PROVISIONS P36 EN36  
FINAL PROVISIONS P37 EN37  
SCHEDULES S -  
TRANSPOSITION NOTES - TN  
GLOSSARY - G  

Key:

Enhancing shareholder value and a long term investment culture Making it easier to set up and run a company Ensuring better regulation and a "Think Small First" approach Providing flexibility for the future Miscellaneous

 

*Extra material may become available on the website as the Bill progresses through Parliament.

 

Miscellaneous additional documents

Summary of the proposals in the Bill relevant to small companies

Link

Press notice announcing publication of the Bill

Link

Regulatory Impact Assessment

Link

Tables of Derivation and Destination for the Bill as introduced to the House of Lords

Link

 

Consultation on aligning company filing dates

 

Aligning

 

Aligning company filing dates

On Monday 28 November 2005, Companies House and HM Revenue & Customs (HMRC) published a joint consultation on aligning Companies House and HMRC filing dates for accounts and corporation tax.  The consultation document is available on the HMRC website.

 

Key Messages:

Company law will be substantially changed to make it easier to understand and more flexible - especially for small businesses.  The plans will help keep the regulatory burden to a minimum, and promote shareholder engagement and a long-term investment culture.

 

Our reforms rest on four key objectives:

  • Enhancing shareholder engagement and a long-term investment culture;

  • Ensuring better regulation and a Think Small First approach;

  • Making it easier to set up and run a company; and

  • Providing flexibility for the future.

Background:

Proposals for the Bill were published in a White Paper on 17 March 2005, supplemented by additional material published electronically on 19 July, 20 September and 14 October.  The responses to the White Paper itself, except where confidentiality was requested, are available here.  On 3 November, the Government issued a statement following the White Paper and related consultations.

 

How we got here - the Company Law Review:

In March 1998, the DTI launched a long-term fundamental review of core company law. This review, the Company Law Review or CLR, was led by an independent Steering Group whose aim was to develop a simple, modern, efficient and cost effective framework for carrying out business activity in Britain for the twenty-first century. The Steering Group was formed of those with particular knowledge and expertise in company law matters to oversee the management of the CLR. The CLR presented its Final Report to the Secretary of State on 26 July 2001.

 

The Government published an initial, partial response in a White Paper of July 2002, and then published a full statement of its proposals in the White Paper of 17 March 2005.  This document included draft clauses and explanatory material on many elements of the Bill.  Additional draft clauses and explanatory material have subsequently been published.

The table below provides a link to each consultation document relating to the Company Law Review.

CLR Consultation document

URN

PDF file

Breakdown of the responses received

Completing the Structure

00/1335

Link

Link

Trading Disclosures

-

Link

Link

Registration of Company Charges

00/1213

Link

-

Capital Maintenance: Other Issues

00/880

Link

-

Developing the Framework

00/656

Link

Link

Company General Meetings and Shareholder Communication

99/1144

Link

Link

Company Formation and Capital Maintenance

99/1145

Link

Link to general responses

Link to company formation responses

Link to capital maintenance responses

Reforming the Law Concerning Overseas Companies

99/1146

Link

Link

The Strategic Framework

99/654

Link

Link

Modern Company Law for a Competitive Economy

-

Link

Link