New Clause 104

Company Law Reform Bill [Lords] – in a Public Bill Committee at 1:45 pm on 20th July 2006.

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Agreement for transfer of non-cash asset: requirement of independent valuation

‘(1) The following conditions must have been complied with—

(a) the consideration to be received by the company, and any consideration other than cash to be given by the company, must have been independently valued in accordance with the provisions of this Chapter,

(b) the valuer’s report must have been made to the company during the six months immediately preceding the date of the agreement, and

(c) a copy of the report must have been sent to the other party to the proposed agreement not later than the date on which copies have to be circulated to members under section (Agreement for transfer of non-cash asset: requirement of approval by members)(3).

(2) The reference in subsection (1)(a) to the consideration to be received by the company is to the asset to be transferred to it or, as the case may be, to the advantage to the company of the asset’s transfer to another person.

(3) The reference in subsection (1)(c) to the other party to the proposed agreement is to the person referred to in section (Public company: agreement for transfer of non-cash asset in initial period)(1)(a).

If he has received a copy of the report under section (Agreement for transfer of non-cash asset: requirement of approval by members) in his capacity as a member of the company, it is not necessary to send another copy under this section.

(4) This section does not affect any requirement to value any consideration for purposes of section (Public company: valuation of non-cash consideration for shares) (valuation of non-cash consideration for shares).’.—[Margaret Hodge.]

Brought up, and added to the Bill.