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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.
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