Company Law Bill [HL]

moved Amendment No. A66:"After Clause 558, insert the following new clause—" ““VARIATION OF CLASS RIGHTS: RIGHT TO OBJECT TO VARIATION (1)   For the heading to section 127 of the Companies Act 1985 (c. 6) (shareholders’ right to object to variation) substitute ““Right to object to variation: companies having a share capital””. (2)   For subsection (1) of that section substitute— ““(1)   This section applies where the rights attached to any class of shares in a company are varied under section 125 (variation of class rights: companies having a share capital).””. (3)   Omit subsection (5) of that section. (4)   After that section insert— ““127A   RIGHT TO OBJECT TO VARIATION: COMPANIES WITHOUT A SHARE CAPITAL (1)   This section applies where the rights of any class of members of a company are varied under section 125A (variation of class rights: companies without a share capital). (2)   Members amounting to not less than 15% of the members of the class in question (being persons who did not consent to or vote in favour of the resolution for the variation) may apply to the court to have the variation cancelled. If such an application is made, the variation has no effect unless and until it is confirmed by the court. (3)   Application to the court must be made within 21 days after the date on which the consent was given or the resolution was passed (as the case may be) and may be made on behalf of the members entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (4)   The court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if satisfied having regard to all the circumstances of the case that the variation would unfairly prejudice the members of the class represented by the applicant, disallow the variation, and shall if not satisfied confirm it. The decision of the court on any such application is final. (5)   References in this section to the variation of the rights of a class of members include references to their abrogation. 127B   COPY OF COURT ORDER TO BE FORWARDED TO THE REGISTRAR (1)   The company shall within 15 days after the making of an order by the court on an application under section 127 or 127A (objection to variation of class rights) forward a copy of the order to the registrar. (2)   If default is made in complying with this section an offence is committed by— (a)   the company, and (b)   every officer of the company who is in default. (3)   A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.””.”” On Question, amendment agreed to. Clause 559 [Registration of class rights]: [Amendment No. A67 not moved.] Clause 559 agreed to. Clause 560 agreed to. Clause 561 [Circumstances in which companies may reduce share capital]: