Office of Public Sector Information
Section 107.
1 (1) Section 3 of the Land Charges Act 1972 (registration of land charges) is amended as follows.
(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(3) In subsection (8) for “The enactments” substitute “The corresponding earlier enactments” and at the end insert “as originally enacted”.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 (1) Schedule 24 to the Companies Act 1985 (punishment of offences) is amended as follows.
(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. 2. Summary. |
A fine. 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. 2. Summary. |
A fine. The statutory maximum.” |
3 (1) The Insolvency Act 1986 is amended as follows.
(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).”.
Section 130(7).
1 (1) Section 38 of the [1985 c. 6.] Companies Act 1985 (execution of deeds abroad) is amended as follows.
(2) In subsection (1) (appointment of attorney to execute deeds), after “A company may” insert “under the law of England and Wales”.
(3) 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.”.
2 (1) Section 39 of the Companies Act 1985 (power to have official seal for use abroad) is amended as follows.
(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,”.
3 (1) Section 40 of the [1985 c. 6.] Companies Act 1985 (official seal for share certificates, &c.) is amended as follows.
(2) After “A company” insert “which has a common seal” and for “the company’s common seal” substitute “its common seal”.
(3) At the end add—
“The official seal when duly affixed to a document has the same effect as the company’s common seal.”.
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, secretary or other authorised officer of the company.”.
5 For section 186 of the Companies Act 1985 (certificate to be evidence of title) substitute—
(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,
of his title to the shares.”.
6 For section 188 of the Companies Act 1985 (issue and effect of share warrant to bearer) substitute—
(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.”.
7 In section 350 of the [1985 c. 6.] 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.”.
8 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.”.
9 In section 466(2) of the Companies Act 1985 (execution of instrument altering floating charge)—
(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 [1986 c. 45.] 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”.
Companies Act 1989