Clause 67
Company Law Reform Bill [Lords]
10:00 am
Eric Illsley (Barnsley Central, Labour)
With this it will be convenient to discuss the following: Clause stand part.
Amendment No. 130, in clause 68, page 28, line 22, leave out from ‘names,' to end of line 23.
Clause 68 stand part.
Amendment No. 131, in clause 69, page 28, line 42, after ‘be', insert ‘in writing and'.
Clause 69 stand part.
Amendment No. 132, in clause 70, page 29, line 18, after ‘name', insert ‘or incorporates a name'.
Amendment No. 133, in clause 70, page 29, line 19, after ‘goodwill', insert ‘in the United Kingdom'.
Amendment o. 134, in clause 70, page 29, line 22, after ‘applicant', insert
‘provided that the applicant was using such name in the United Kingdom at that time.'.
Amendment No. 135, in clause 70, page 29, line 23, at end insert
‘within twelve months of the company's registration with the relevant name'.
Amendment No. 252, in clause 70, page 30, line 2, after ‘upheld', insert —
‘(i)'.
Amendment No. 253, in clause 70, page 30, line 5, at end add
‘or
(ii) if the activities of the company using the registered name would be likely to deceive members of the public or to cause loss or damage to persons dealing with the company.'.
Amendment No. 136, in clause 70, page 30, line 6, at end insert—
‘(6A) Without prejudice to the foregoing provisions of this section, in the event that all of the circumstances contemplated in subsection (8) are satisfied, an applicant may apply to a company names adjudicator for an interim order under this subsection.
(6B) The circumstances referred to in subsection (7) are that—
(a) the applicant is a company whose shares are listed on a regulated market;
(b) the applicant has published a circular to shareholders incorporating a resolution proposing to change its name to a particular name (a “relevant name”); and
(c) a company (the “respondent”) has been incorporated with the relevant name or changed its name to the relevant name in either case on or after the date of publication of the circular referred to in subsection (8)(b).
(6C) If an application for an interim order is made and the adjudicator is satisfied that the provisions of subsection (8) are satisfied, the adjudicator shall make an order requiring the respondent to change its name to a name specified by the adjudicator.
(6D) The adjudicator must give notice of his interim order—
(a) to the applicant;
(b) to the respondent; and
(c) to the registrar.
(6E) Upon the presentation by the applicant to the registrar of an official copy of the interim order together with all other documents contemplated by section 78 (Change of name by special resolution), and the registrar is satisfied that—
(a) the relevant name complies with the requirements of this Part, and
(b) the requirements of the Companies Acts and any relevant requirement of the applicant's articles, with respect to a change of name are complied with,
the registrar must enter the relevant name as the new name of the applicant and enter the name set out in the interim order as the new name of the respondent on the register in place of the former names of the applicant and respondent respectively.
(6F) On the registration of the new names, the registrar must issue a certificate of incorporation to each of the applicant and the respondent altered to meet the circumstances of the case.
(6G) The making of an interim order shall be without prejudice to any other legal rights of the applicant or respondent or any application by the respondent under subsection (1).'.
Amendment No. 137, in clause 70, page 30, line 7, after ‘section', insert ‘and in section 73'.
Amendment No. 60, in clause 70, page 30, line 7, at end insert—
‘(8) In this section “start-up costs” shall be considered “substantial” in relation to the annual revenue and assets of the company.'.
Clause 70 stand part.
Amendment No. 138, in clause 73, page 31, line 20, after ‘application', insert
‘other than an application for an interim order'.
Amendment No. 264, in clause 73, page 31, line 20, leave out subsection (1) and insert—
‘(1) If an application under section 70 is upheld, the adjudicator shall make an order, either—
(a) requiring the respondent company to change its name to one that is not an offending name, and requiring all respondents—
(i) to take all such steps as are within their powers to make, or facilitate the making of that change, and
(ii) not to cause or permit any steps to be taken calculated to result in another company being registered with a name that is an offending name, or
(b) requiring the respondent company to undertake to the applicant and to the Secretary of State not to operate under the registered name in connection with such activities as may be specified in the order.'.
Amendment No. 139, in clause 74, page 32, line 6, at beginning insert
‘Other than in the case of an application for an interim order,'.