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     Now, therefore, the Secretary of State, in exercise of the powers conferred on him by sections 8 and 9 of the Electronic Communications Act 2000[1] and of all other powers enabling him in that behalf, hereby makes the following Order, a draft of which has been laid before Parliament in accordance with section 9(4) of that Act, and approved by a resolution of each House of Parliament: Citation, commencement and interpretation
     1.  - (1) This Order may be cited as the Companies Act 1985 (Electronic Communications) Order 2000 and shall come into force on the day after the day on which it is made.     (2) In this Order, "the 1985 Act" means the Companies Act 1985[2]. Electronic attestation of subscriber's signature
     2.  - (1) Section 2 of the 1985 Act (requirements with respect to memorandum)[3] is amended as follows.     (2) In subsection (6), for the words "The memorandum" substitute the words "Subject to subsection (6A), the memorandum".     (3) Insert the following subsection after subsection (6) - 

    " (6A) Where the memorandum is delivered to the registrar otherwise than in legible form and is authenticated by each subscriber in such manner as is directed by the registrar, the requirements in subsection (6) for signature in the presence of at least one witness and for attestation of the signature do not apply."

    (2) In subsection (3), insert the words "subject to subsection (3A)," at the beginning of paragraph (c).     (3) Insert the following subsection after subsection (3) - 

    " (3A) Where the articles are delivered to the registrar otherwise than in legible form and are authenticated by each subscriber to the memorandum in such manner as is directed by the registrar, the requirements in subsection (3)(c) for signature in the presence of at least one witness and for attestation of the signature do not apply."

Electronic statement of compliance with incorporation requirements
    

    (2) In subsection (3), for the words "A statutory declaration" substitute the words "Subject to subsection (3A), a statutory declaration".     (3) Insert the following subsections after subsection (3) - 

    " (3A) In place of the statutory declaration referred to in subsection (3), there may be delivered to the registrar of companies using electronic communications a statement made by a person mentioned in paragraph (a) or (b) of subsection (3) that the requirements mentioned in subsection (1) have been complied with; and the registrar may accept such a statement as sufficient evidence of compliance.

    (3B) Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

Electronic statement of compliance with section 30 requirements
    

    (2) In subsection (4) - 

(a) for the words "A statutory declaration" substitute the words "Subject to subsection (5A), a statutory declaration", and

(b) omit the words from "; and the registrar" to the end.

    " (5A) In place of the statutory declaration referred to in subsection (4), there may be delivered to the registrar of companies using electronic communications a statement made by a person falling within the applicable paragraph of subsection (5) stating that the company complies with the requirements of subsection (3); and the registrar may accept such a statement as sufficient evidence of the matters stated in it.

    (5B) The registrar may refuse to register a company by a name which does not include the word "limited" unless a statutory declaration under subsection (4) or statement under subsection (5A) has been delivered to him.     (5C) Any person who makes a false statement under subsection (5A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

Electronic statement concerning private company becoming public
    

    (2) At the beginning of paragraph (e) of subsection (3), insert the words "subject to subsection (3A),".     (3) Insert the following subsections after subsection (3) - 

    " (3A) In place of the statutory declaration referred to in paragraph (e) of subsection (3), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph.

    (3B) Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

    (2) In subsection (2), after the words "declaration under section 43(3)(e)", insert the words "or a statement under section 43(3A)". Electronic statement concerning limited company becoming unlimited
     8.  - (1) Section 49 of the 1985 Act (re-registration of limited company as unlimited) is amended as follows.     (2) At the beginning of paragraph (b) of subsection (8), insert the words "subject to subsection (8A),".     (3) Insert the following subsections after subsection (8) - 

    " (8A) In place of the lodging of a statutory declaration under paragraph (b) of subsection (8), there may be delivered to the registrar of companies using electronic communications a statement made by the directors of the company as to the matters set out in sub-paragraphs (i) and (ii) of that paragraph.

    (8B) Any person who makes a false statement under subsection (8A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

Electronic statement concerning public company share capital
    

    (2) At the end of subsection (2) insert the words "This subsection is subject to subsection (3A).".     (3) Insert the following subsection after subsection (3) - 

    " (3A) In place of the statutory declaration referred to in subsection (2), there may be delivered to the registrar of companies using electronic communications a statement made by a director or secretary of the company complying with the requirements of subsection (3)(a) to (d)."

    (5) After subsection (7) insert the following subsection - 

    " (7A) Any person who makes a false statement under subsection (3A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

Electronic statement concerning financial assistance
    

    (2) In subsection (6), for the words "The directors of the company" substitute the words "Subject to subsection (6A), the directors of the company".     (3) Insert the following subsection after subsection (6) - 

    " (6A) In place of the statutory declaration referred to in subsection (6), there may be delivered to the registrar of companies under section 156(5) a statement made by the persons mentioned in subsection (6) above complying with the section next following."

    (2) After subsection (1) insert the following subsection - 

    " (1A) A statement made by a company's directors under section 155(6A) shall state - 
(a) the names and addresses of all the directors of the company,

(b) whether the business of the company is that of a banking company or insurance company or some other business, (c) that the company or (as the case may be) a company (naming such company) of which it is the holding company is proposing to give financial assistance in connection with the acquisition of shares in the company or (as the case may be) its holding company (naming that holding company), (d) whether the assistance is for the purpose of that acquisition or for reducing or discharging a liability incurred for the purpose of that acquisition, (e) the name and address of the person to whom the assistance is to be given (and in the case of a company its registered office), (f) the name of the person who has acquired or will acquire the shares and the number and class of the shares acquired or to be acquired, (g) the principal terms on which the assistance will be given, (h) the form the financial assistance will take (stating the amount of cash or value of any asset to be transferred to the person assisted), and

(i) the date on which the assistance is to be given."

    (4) In subsections (4), (5) and (7), after the word "declaration" in each place where it occurs insert the words "or statement".

Electronic transmission of accounts and annual reports
    

    (2) After subsection (4), insert the following subsections - 

    " (4A) References in this section to sending to any person copies of a company's annual accounts, of the directors' report and of the auditors' report include references to using electronic communications for sending copies of those documents to such address as may for the time being be notified to the company by that person for that purpose.

    (4B) For the purposes of this section copies of those documents are also to be treated as sent to a person where - 

(a) the company and that person have agreed to his having access to the documents on a web site (instead of their being sent to him);

(b) the documents are documents to which that agreement applies; and

(c) that person is notified, in a manner for the time being agreed for the purpose between him and the company, of - 

(i) the publication of the documents on a web site;

(ii) the address of that web site; and

(iii) the place on that web site where the documents may be accessed, and how they may be accessed.

    (4C) For the purposes of this section documents treated in accordance with subsection (4B) as sent to any person are to be treated as sent to him not less than 21 days before the date of a meeting if, and only if - 
(a) the documents are published on the web site throughout a period beginning at least 21 days before the date of the meeting and ending with the conclusion of the meeting; and

(b) the notification given for the purposes of paragraph (c) of that subsection is given not less than 21 days before the date of the meeting.

    (4D) Nothing in subsection (4C) shall invalidate the proceedings of a meeting where - 
(a) any documents that are required to be published as mentioned in paragraph (a) of that subsection are published for a part, but not all, of the period mentioned in that paragraph; and

(b) the failure to publish those documents throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

    (4E) A company may, notwithstanding any provision to the contrary in its articles, take advantage of any of subsections (4A) to (4D)."

    (2) After subsection (2), insert the following subsections - 

    " (2A) Any obligation by virtue of subsection (1) to furnish a person with a document may be complied with by using electronic communications for sending that document to such address as may for the time being be notified to the company by that person for that purpose.

    (2B) A company may, notwithstanding any provision to the contrary in its articles, take advantage of subsection (2A)."

Electronic transmission of summary financial statement
    

    (2) After subsection (2), insert the following subsections - 

    " (2A) References in this section to sending a summary financial statement to an entitled person include references to using electronic communications for sending the statement to such address as may for the time being be notified to the company by that person for that purpose.

    (2B) For the purposes of this section a summary financial statement is also to be treated as sent to an entitled person where - 

(a) the company and that person have agreed to his having access to summary financial statements on a web site (instead of their being sent to him);

(b) the statement is a statement to which that agreement applies; and

(c) that person is notified, in a manner for the time being agreed for the purpose between him and the company, of - 

(i) the publication of the statement on a web site;

(ii) the address of that web site; and

(iii) the place on that web site where the statement may be accessed, and how it may be accessed.

    (2C) For the purposes of this section a statement treated in accordance with subsection (2B) as sent to an entitled person is to be treated as sent to him if, and only if - 
(a) the statement is published on the web site throughout a period beginning at least 21 days before the date of the meeting at which the accounts and directors' report from which the statement is derived are to be laid and ending with the conclusion of that meeting; and

(b) the notification given for the purposes of paragraph (c) of that subsection is given not less than 21 days before the date of the meeting.

    (2D) Nothing in subsection (2C) shall invalidate the proceedings of a meeting where - 
(a) any statement that is required to be published as mentioned in paragraph (a) of that subsection is published for a part, but not all, of the period mentioned in that paragraph; and

(b) the failure to publish that statement throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

    (2E) A company may, notwithstanding any provision to the contrary in its articles, take advantage of any of subsections (2A) to (2D)."

Electronic requirement that accounts and reports be laid before the company in general meeting
    

    (2) After subsection (2), insert the following subsection - 

    " (2A) The power of a member or auditor under subsection (2) to require the holding of a general meeting is exercisable not only by the deposit of a notice in writing but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement."

(a) for the words "the deposit of such a notice proceed" substitute

"  - 
(a) the deposit of a notice containing a requirement under subsection (2), or

(b) the receipt of such a requirement contained in an electronic communication, proceed", and

(b) for the words "deposited the notice" substitute the words "required the holding of the meeting".

    (4) In subsection (5), for the words "deposited the notice" substitute the words "required the holding of the meeting".

Definition of "address"
    

" "address", except in section 228, in relation to electronic communications, includes any number or address used for the purposes of such communications".

    (2) The following entry is inserted at the appropriate place in the index of defined expressions set out in section 262A[

Electronic requirement that annual general meeting be held
    

    (2) After subsection (3), insert the following subsection - 

    " (3A) The power of a member under subsection (3) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement."

    (4) In subsection (5), after the words "notice given" insert "or electronic communication transmitted".     (5) Insert the following subsection after subsection (5) - 

    " (5A) In this section, "address" includes any number or address used for the purposes of electronic communications."

Electronic transmission of notices of meetings
    

    (2) Insert the following subsections after subsection (4) - 

    " (4A) For the purposes of this section the cases in which notice in writing of a meeting is to be taken as given to a person include any case in which notice of the meeting is sent using electronic communications to such address as may for the time being be notified by that person to the company for that purpose.

    (4B) For the purposes of this section a notice in writing of a meeting is also to be treated as given to a person where - 

(a) the company and that person have agreed that notices of meetings required to be given to that person may instead be accessed by him on a web site;

(b) the meeting is a meeting to which that agreement applies;

(c) that person is notified, in a manner for the time being agreed between him and the company for the purpose, of - 

(i) the publication of the notice on a web site;

(ii) the address of that web site; and

(iii) the place on that web site where the notice may be accessed, and how it may be accessed;

and

(d) the notice continues to be published on that web site throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting;

and for the purposes of this section a notice treated in accordance with this subsection as given to any person is to be treated as so given at the time of the notification mentioned in paragraph (c).

    (4C) A notification given for the purposes of subsection (4B)(c) must - 

(a) state that it concerns a notice of a company meeting served in accordance with this Act,

(b) specify the place, date and time of the meeting, and

(c) state whether the meeting is to be an annual or extraordinary general meeting.

    (4D) Nothing in subsection (4B) shall invalidate the proceedings of a meeting where - 
(a) any notice that is required to be published as mentioned in paragraph (d) of that subsection is published for a part, but not all, of the period mentioned in that paragraph; and

(b) the failure to publish that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

    (4E) A company may, notwithstanding any provision to the contrary in a company's articles, take advantage of any of subsections (4A) to (4D).

    (4F) In so far as the articles of the company do not provide for notices and notifications to be served using electronic communications, the provisions of Table A (as for the time being in force) as to such service shall apply.

    (4G) In this section, "address" includes any number or address used for the purposes of electronic communications."

Electronic transmission of proxy appointments
    

    (2) After subsection (2) insert the following subsections - 

    " (2A) The appointment of a proxy may, notwithstanding any provision to the contrary in a company's articles, be contained in an electronic communication sent to such address as may be notified by or on behalf of the company for that purpose.

    (2B) In so far as the articles of the company do not make other provision in that behalf, the appointment of a proxy may be contained in an electronic communication in accordance with the provisions of Table A (as for the time being in force)."

    (4) In subsection (6), delete the words "in writing" in both places where they occur.     (5) Insert the following subsection after subsection (6) - 

    " (6A) In this section, "address" includes any number or address used for the purposes of electronic communications."

[1] 2000 c. 7.back

[2] 1985 c. 6.back

[3] Section 2 was amended by section 14(2) of, and Schedule 5 to, the Requirements of Writing (Scotland) Act 1995 (c. 7).back

[4] Section 7 was amended by section 14(2) of, and Schedule 5 to, the Requirements of Writing (Scotland) Act 1995.back

[5] Section 238 was substituted by sections 1 and 10 of the Companies Act 1989 (c. 40).back

[6] Section 239 was substituted by sections 1 and 10 of the Companies Act 1989.back

[7] Section 251 was substituted by sections 1 and 15 of the Companies Act 1989, and amended by regulation 3 ofback

[8] Section 253 was substituted by sections 1 and 16 of the Companies Act 1989.back

[9] Section 262 was substituted by sections 1 and 22 of the Companies Act 1989, and has been amended in manner not relevant to this Order.back

[10] Section 262A was inserted by section 22 of the Companies Act 1989 and has been amended in manner not relevant to this Order.back

[11] Section 366A was inserted by section 115(2) of the Companies Act 1989.back

[12] Section 369 was amended by section 115(3) of the Companies Act 1989.back

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