An Act to make provision for the transfer to the Republic of France of the incorporation of Henry Johnson, Sons & Co., Limited; for the cesser of application to the company of provisions of the Companies Act 1985; and for the purposes incidental thereto.
[18th July 1996]
WHEREAS—
Henry Johnson, Sons & Co., Limited (hereinafter in this Act referred to as “the Company”) is a company within the meaning of the [1985 c. 6.] Companies Act 1985, and is a company limited by shares:
The Company carries on the business of international transportation customs agents, transport commissioners, road haulage, services for the transportation of goods by public transport and the hiring of industrial vehicles with drivers for the road haulage of goods:
The registered office of the Company is situated in England:
Having regard to the fact that the area of operation of the Company is and has been for many years wholly in the Republic of France, certain advantages would accrue to the Company if it were incorporated under the laws of the Republic of France instead of under the laws of England:
No procedure exists whereby the incorporation of a company to which the Companies Act 1985 applies can be transferred from England to another country:
Under and subject to the law relating to corporations in the Republic of France the Company will be able, on the passing of this Act, to become a corporation incorporated and registered duly in that state:
It is expedient that such provisions should be enacted as are in this Act contained:
The objects of this Act cannot be attained without the authority of Parliament:
May it therefore please your Majesty that it may be enacted, and be it enacted, by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
This Act may be cited as the Henry Johnson, Sons & Co., Limited Act 1996.
In this Act—
“the date of registration” means the date on which the Company becomes a corporation incorporated and duly registered under the laws of the Republic of France;
“the registrar” means the registrar or other officer performing under the [1985 c. 6.] Companies Act 1985 the duty of registration of companies in England.
Subject to the laws in force in the Republic of France, and with such legislative, governmental, municipal or other authority, concession, licence or consent as may be necessary, the Company may become registered under the laws of the Republic of France with its registered office in Paris.
(1)On the date of registration, the Company shall notify the registrar thereof by telex or cablegram and transmit to him as soon as is reasonably practicable by registered or insured post a Queen’s Printer’s copy of this Act and a copy of the certificate of registration of the Company issued by the registrar of the Commercial Court of Paris in the Republic of France, and on the receipt of that certificate the registrar shall, with effect from the date of registration, strike the name of the Company from the register of companies in England, and from that date the Companies Act 1985 (except in so far as the provisions of that Act apply to oversea companies) shall not apply to the Company, but the Company shall (save for its registration and incorporation in the Republic of France) for all purposes be the same company after the date of registration as it was before that date.
(2)The registrar shall retain and register the copy of the certificate of registration transmitted to him under this section.