20.  - (1) Section 373 of the 1985 Act (right to demand a poll) is amended as follows.

    (2) In subsection (2), for the words "The instrument appointing" substitute the words "The appointment of".

Electronic transmission of notice of meeting to pass elective resolution
     21.  - (1) Section 379A of the 1985 Act (elective resolution of private company)[13] is amended as follows.

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

    " (2B) For the purposes of this section, notice in writing of the meeting is to be taken as given to a person where 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.

    (2C) For the purposes of this section a notice in writing of the 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).

    (2D) A notification given for the purposes of subsection (2C)(c) must - 

(a) state that it concerns a notice of a company meeting at which an elective resolution is to be proposed, and

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

    (2E) Nothing in subsection (2C) 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.

    (2F) 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."

    (3) In subsection (5), for the words "subsection (1)" substitute "subsections (1) and (2B) to (2E)".

    (4) 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 statement to obtain memorandum of satisfaction
     22.  - (1) Section 403 of the 1985 Act (entries of satisfaction and release: England and Wales)[14], as in force at the date of coming into force of this Order, is amended as follows.

    (2) At the beginning of subsection (1), for the words "The registrar" substitute the words "Subject to subsection (1A), the registrar".

    (3) Insert the following subsection after subsection (1) - 

    " (1A) The registrar of companies may make any such entry as is mentioned in subsection (1) where, instead of receiving such a statutory declaration as is mentioned in that subsection, he receives a statement by a director, secretary, administrator or administrative receiver of the company which is contained in an electronic communication and that statement - 
(a) verifies the matters set out in paragraph (a) or (b) of that subsection,

(b) contains a description of the charge,

(c) states the date of creation of the charge and the date of its registration under this Chapter,

(d) states the name and address of the chargee or, in the case of a debenture, trustee, and

(e) where paragraph (b) of subsection (1) applies, contains short particulars of the property or undertaking which has been released from the charge, or which has ceased to form part of the company's property or undertaking (as the case may be).

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

    " (2A) Any person who makes a false statement under subsection (1A) which he knows to be false or does not believe to be true is liable to imprisonment or a fine, or both."

     23.  - (1) Section 419 of the 1985 Act (entries of satisfaction and release: Scotland), as in force at the date of coming into force of this Order, is amended as follows.

    (2) At the beginning of subsection (1), for the words "The registrar" substitute the words "Subject to subsections (1A) and (1B), the registrar".

    (3) Insert the following subsections after subsection (1) - 

    " (1A) On an application being made to him in the prescribed form, the registrar of companies may make any such entry as is mentioned in subsection (1) where, instead of receiving such a statutory declaration as is mentioned in that subsection, he receives a statement by a director, secretary, liquidator, receiver or administrator of the company which is contained in an electronic communication and that statement - 
(a) verifies the matters set out in paragraph (a) or (b) of that subsection,

(b) contains a description of the charge,

(c) states the date of creation of the charge and the date of its registration under this Chapter,

(d) states the name and address of the chargee or, in the case of a debenture, trustee, and

(e) where paragraph (b) of subsection (1) applies, contains short particulars of the property which has been released from the charge, or which has ceased to form part of the company's property (as the case may be).

    (1B) Where the statement under subsection (1A) concerns the satisfaction of a floating charge, then there shall be delivered to the registrar a further statement which - 

(a) is made by the creditor entitled to the benefit of the floating charge or a person authorised to act on his behalf;

(b) is incorporated into, or logically associated with, the electronic communication containing the statement; and

(c) certifies that the particulars contained in the statement are correct."

    (4) Insert the following subsection after subsection (5) - 

    " (5A) Any person who makes a false statement under subsection (1A) or (1B) 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 joint stock company becoming public
     24.  - (1) Section 685 of the 1985 Act (registration of joint stock company as public company)[15] is amended as follows.

    (2) At the beginning of paragraph (e) of subsection (4), insert the words "subject to subsection (4A),".

    (3) Insert the following subsection after subsection (4) - 

    " (4A) In place of the statutory declaration referred to in paragraph (e) of subsection (4), 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."

    (4) In subsection (5), after the words "subsection (4)(e)", insert the words "or statement under subsection (4A)".

    (5) Insert the following subsection after subsection (6) - 

    " (6A) Any person who makes a false statement under subsection (4A) 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 other registrations under Chapter II of Part XXII
     25.  - (1) Section 686 of the 1985 Act (other requirements for registration)[16] is amended as follows.

    (2) In subsection (2), for the words "The lists" substitute the words "Subject to subsection (2A), the lists".

    (3) Insert the following subsection after subsection (2) - 

    " (2A) 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 any two or more directors or other principal officers of the company verifying the matters set out in that subsection."

    (4) Insert the following subsection after subsection (3) - 

    " (3A) Any person who makes a false statement under subsection (2A) 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 establishment of place of business in Great Britain
     26.  - (1) Section 691 of the 1985 Act (documents to be delivered to registrar)[17] is amended as follows.

    (2) At the beginning of sub-paragraph (iv) of paragraph (b) of subsection (1), insert the words "subject to subsection (3A),".

    (3) Insert the following subsection after subsection (3) - 

    " (3A) In place of the statutory declaration referred to in sub-paragraph (iv) of paragraph (b) of subsection (1), there may be delivered to the registrar of companies using electronic communications a statement made by any person by whom the declaration could have been made stating the date on which the company's place of business in Great Britain was established."

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

    " (4A) 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."

Insertion of new section 707B
     27. The following section shall be inserted after section 707A[18] - 

Delivery to the registrar using electronic communications
     707B.  - (1) Electronic communications may be used for the delivery of any document to the registrar under any provision of the Companies Acts (including delivery of a document in the prescribed form), provided that such delivery is in such form and manner as is directed by the registrar.

    (2) Where the document is required under any provision of the Companies Acts to be signed or sealed, it shall instead be authenticated in such manner as is directed by the registrar.

    (3) The document must contain in a prominent position - 

(a) the name and registered number of the company to which it relates, or

(b) if the document is delivered under Part XXIII, the registered number of the branch or place of business of the company to which it relates.

    (4) If a document is delivered to the registrar which does not comply with the requirements imposed by or under this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

    (5) Where the registrar serves such a notice, then unless a replacement document - 

(a) is delivered to him within 14 days after the service of the notice, and

(b) complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to him.

But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar's notice.

    (6) In this section references to the delivery of a document include references to the forwarding, lodging, registering, sending or submission of a document and to the giving of a notice, and cognate expressions are to be construed accordingly."

Expressions used in the 1985 Act
     28.  - (1) Section 742 of the 1985 Act (expressions used in connection with accounts)[19] is amended as follows.

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

    " (2A) References in this Act to sending or sending out copies of any of the documents referred to in section 238(1) include sending or sending out such copies in accordance with section 238(4A) or (4B)."

     29.  - (1) Section 744 of the 1985 Act (expressions used generally in that Act)[20] is amended as follows.

    (2) Insert the following definitions at the appropriate places - 

" "communication" means the same as in the Electronic Communications Act 2000;
"electronic communication" means the same as in the Electronic Communications Act 2000;".

     30.  - (1) Section 744A of the 1985 Act (index of defined expressions)[21] is amended as follows.

    (2) Insert the following entries at the appropriate places - 

"communication"	section 744
"electronic communication"	section 744".

Consequential amendments
     31.  - (1) In section 29 of the 1985 Act (regulations about names) - 

(a) in subsection (2)(a), for the words "required by section 12(3)", substitute the words "under section 12(3) or statement under section 12(3A) (as the case may be)",

(b) in subsection (2)(b), for the words "required by section 686(2)" substitute the words "under section 686(2) or statement under section 686(2A) (as the case may be)", and

(c) in subsection (3)(a), after the words "statutory declaration" insert the words "or statement".

    (2) In subsections (2), (4), (5) and (7) of section 157 (special resolution under s. 155), and in subsection (4) of section 158 (time for giving financial assistance under s. 155) after the word "declaration" in each place where it occurs, insert the words "or statement", and in subsection (4)(b) of section 158 after the word "declarations" insert the words "or statements".

    (3) In section 390 of the 1985 Act (auditors' right to attend company meetings, etc.)[ 22], insert the following subsection after subsection (1) - 

    " (1A) Subsections (4A) to (4G) of section 369 (electronic communication of notices of meetings) apply for the purpose of determining whether notice of a meeting is received by the company's auditors as they apply in determining whether such a notice is given to any person."

    (4) Section 707 of the 1985 Act (delivery to the registrar of documents otherwise than in legible form)[ 23] is hereby repealed, and - 

(a) in section 706(4)(b) (delivery to the registrar of documents in legible form) for "707" substitute "707B", and

(b) in section 735A(2) of the 1985 Act (relationship of the Companies Act to the Insolvency Act)[24] for "707(1)" substitute "707B(1)".

    (5) In section 711(1)(g) of the 1985 Act (public notice by registrar of receipt of statutory declaration under section 117)[ 25], after the words "statutory declaration" insert the words "or statement".

    (6) Schedule 24 to the 1985 Act (punishment of offences)[26] is amended as follows - 

(a) Insert the following entries at the appropriate places - 

Section of Act creating offence	General nature of offence	Mode of prosecution	Punishment	Daily default fine (where applicable)
"12(3B)	Person making false statement under section 12(3A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
30(5C)	Person making false statement under section 30(5A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
43(3B)	Person making false statement under section 43(3A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
49(8B)	Person making false statement under section 49(8A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
117(7A)	Person making false statement under section 117(3A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
403(2A)	Person making false statement under section 403(1A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
419(5A)	Person making false statement under section 419(1A) or (1B) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
685(6A)	Person making false statement under section 685(4A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
686(3A)	Person making false statement under section 686(2A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both
691(4A)	Person making false statement under section 691(3A) which he knows to be false or does not believe to be true	1. On indictment      2. Summary	2 years or a fine; or both 6 months or the statutory maximum; or both "

; and

(b) in the entries relating to sections 156(6) and (7), after the word "declaration" in both places where it occurs, insert the words "or statement".

Amendment of subordinate legislation made under the Companies Act
     32.  - (1) Table A as prescribed by the Companies (Tables A to F) Regulations 1985[27] is amended in accordance with Schedule 1 to this Order.

    (2) The Companies (Summary Financial Statement) Regulations 1995[28] are amended in accordance with Schedule 2 to this Order.

Stephen Byers,
Secretary of State for Trade and Industry

21st December 2000

[13] Section 379A was inserted by section 116 of the Companies Act 1989 and amended by article 2 of S.I. 1996/1471.back

[14] Sections 395 to 420 (new provisions relating to the registration of charges with respect to companies registered in Great Britain) were substituted for sections 395 to 408, and 410 to 423 by sections 92 to 104 of the Companies Act 1989. Those substitutions have not yet been brought into force.back

[15] Section 685 was amended by regulation 2 of, and paragraph 53 of the Schedule to, S.I 1991/1997.back

[16] Section 686 was amended by section 145 of, and paragraph 5 of Schedule 19 to, the Companies Act 1989.back

[17] Section 691 was amended by section 145 of, and paragraph 6 of Schedule 19 to, the Companies Act 1989.back

[18] Section 707A was inserted by section 126(1) of the Companies Act 1989.back

[19] Section 742 was substituted by section 23 of, and paragraph 15 of Schedule 10 to, the Companies Act 1989.back

[20] Section 744 has been amended in manner not relevant to this Order.back

[21] Section 744A was inserted by section 145 of, and paragraph 20 of Schedule 19 to, the Companies Act 1989, and has been amended in manner not relevant to this Order.back

[22] Section 390 was substituted by sections 118 and 120(1) of the Companies Act 1989, and amended by article 3(2)(b) of S.I. 1996/1471.back

[23] Section 707 was substituted by section 125(2) of the Companies Act 1989, and amended by regulation 4 of, and paragraphs 3 and 6 of Schedule 3 to, S.I. 1992/3179.back

[24] Section 735A was inserted by section 439(1) of, and Part II of Schedule 13 to, the Insolvency Act 1986 (c.45), and subsection (2) was amended by section 127(5) of the Companies Act 1989, and by section 76 of, and paragraph 9 of Schedule 16 to, the Deregulation and Contracting Out Act 1994 (c. 40).back

[25] Section 711 has been amended in manner not relevant to this Order.back

[26] Schedule 24 has been amended in manner not relevant to this Order.back

[27] S.I. 1985/805, as amended by S.I. 1985/1052.back

[28] S.I. 1995/2092.back