Margaret
Hodge: On the last point, I asked the same question in
preparation for various clauses in the Bill. I was told that while it
was obsolete, we could not guarantee that there was none still around.
We have to carry on with the provisions until we are certain that it
has all disappeared from the face of the Earth. I know, it is one of
those awful things. On the first point, I assure the hon. Gentleman
that we are not proceeding with the proposal to which he
alluded.
I will speak generally to
amendment No. 23, which I think is similar to one that was tabled in
another place. One way in which members of a company may wish to
protect themselves against attempts to harass or defraud them is by
giving the company a service, rather than a home, address. That is
already possible. However, on Third Reading in the other place, when a
number of amendments were made to part 8, which deals with company
members, specific provision—clause 793—was inserted to
draw attention to the point. As hon. Members know, clause 793 provides
that “Any
obligation under the Companies Acts to give a person’s address
is, unless otherwise expressly provided, to give a service address for
that person.” We
recognise the importance of those matters, but we doubt that the
addition of a second provision for the avoidance of doubt would serve
any useful purpose. I hope on that basis, the hon. Member will withdraw
his
amendment.
Mr.
Djanogly: On the basis that the Minister has explained
where the provision is—somewhat later on in the Bill—I am
happy to beg leave to withdraw the
amendment. Amendment,
by leave,
withdrawn.
The
Chairman: May I clarify with the hon. Gentleman, he
referred to questions of stock in his remarks on amendment No. 23. Does
he intend to move amendment No.
67?
Clause 112 ordered to stand
part of the Bill.
Clause
113Register
to be kept available for
inspection
Mr.
Djanogly: I beg to move amendment No. 24, in clause 113,
page 51, line 15, leave out ‘is registered' and
insert ‘has its principal place of
business'. We
are now dealing with what is currentlysection 353 of the
Companies Act 1985, which deals with the location of registers.
Subsection (1) and allows for the register to be kept at a location
other than the company’s registered office in specific
circumstances. Clause 113 requires the register to be available for
inspection at a specified location, which can be the company’s
office or another place in the part of the United Kingdom in which the
company is registered.
The amendment is probing. It
would change the clause to provide for the register to be kept
available for inspection where the company has its principal place of
business. The point is that that could help to prevent companies from
getting up to no good. Let me explain. It might be attractive for a
company based, say, in London that wanted to avoid inspections to use a
company that was registered in Northern Ireland, for example, which
would make access to registers a much more difficult business. The
purpose of the amendment is to prevent
that.
Margaret
Hodge: The hon. Gentleman is right to say that the clause
differs from the existing provision in that it refers to where the
register is kept available for inspection, rather than simply where it
is kept. That is because where electronic registers are kept is
debatable, and they may be updated from various locations; what matters
is where they are kept available for inspection. We hope that the new
formulation will remove any difficulty that might have arisen when, for
example, a company with its registered office in Scotland employed a
commercial registrar in England.
However, because the courts of
a country in which a public register is kept have exclusive
jurisdiction over entries in that register, it is essential that the
jurisdiction in which a company’s register of members is kept
available for inspection is not subject to change, as it would be if
the amendment were agreed. I was slightly puzzled by the hon.
Gentleman’s contribution in that respect. The jurisdiction over
a company’s registered office is fixed on the company’s
incorporation, and clearly that jurisdiction’s courts should
always apply to its register of members.
I hope that that reply has
alleviated the hon. Gentleman’s concerns, and that he will
withdraw the amendment.
Mr.
Djanogly: The Minister has confirmed the existing
position, and I think that I have made my point. On that basis, I beg
to ask leave to withdraw the amendment.
Amendment, by leave,
withdrawn.
Clause 113 ordered to stand
part of the Bill.
Clause
114Index
of
members
Mr.
Djanogly: I beg to move amendment No. 25, in clause 114,
page 51, line 34, leave out ‘50' and insert
‘100'. The
clause relates to section 354 of the Companies Act 1985, which deals
with the index of members. It was debated in the Lords, where Lord
Hodgson proposed an amendment that only companies with more than 100
members, as opposed to the 50 currently specified in clause 114, need
keep an index. He pointed out
that “Fifty is
not such a large number that it requires an index. Up to 100
members...could easily be examined by an ordinary shareholder
without needing an
index.” Lord
Sainsbury responded that he doubted
that “many companies with
more than 50 members do not currently keep their register of members
electronically”—[Official Report, House of Lords,
1 February 2006; Vol. 678,
c.GC148] and that the amendment
would therefore have little practical impact. To move the matter
forward, I would add that Lord Sainsbury may well be right, but we
still believe that the amendment would be a worthy deregulatory move,
and we ask the Minister to reconsider.
3.45
pm
Margaret
Hodge: For the sake of speed and trying to move us on this
afternoon, I have to say that our view
has not changed from the one expressed by Lord Sainsbury in the House of
Lords. We think that the impact of the amendment will be minimal, and
that the change is not a particularly sensible one that we ought to
pursue.
Mr.
Djanogly: In the same spirit of wanting to move on, I hear
what the Minister has to say and on that basis I beg to ask leave to
withdraw the amendment.
Amendment, by leave,
withdrawn.
Clause 114 ordered to stand
part of the Bill.
Clause
115Rights
to inspect and require
copies
Mr.
Djanogly: I beg to move amendment No. 26, in clause 115,
page 52, line 10, leave out from ‘inspection' to end of line 12
and insert ‘of any member of the
company without charge, provided that each such member to whom the
register is disclosed owns 5 per cent. or more of the issued share
capital of the
Company.'.
The
Chairman: With this it will be convenient to discuss the
following: Amendment No. 27, in clause 115, page 52, line 21, after
first ‘the', insert
‘precise'. Clause
stand part. Amendment
No. 29, in clause 116, page 52, line 32, leave out ‘five' and
insert
‘fifteen'. Amendment
No. 168, in clause 116, page 52, line 34, leave out ‘apply to
the court' and insert ‘inform the
person making the request that it is refusing the request because it
believes that the request is not made for a proper
purpose'. Amendment
No. 30, in clause 116, page 52, line 34, after ‘court',
insert ‘, unless an application for
a confidentiality order has been made subject to section [Names and
addresses of members of companies: company application] or [Names and
addresses of members of companies: individual
application]'. Amendment
No. 170, in clause 116, page 52, leave out line 35 and
insert— ‘(2) The person
making the report may apply to the
court.'. Amendment
No. 171, in clause 116, page 52, line 36, after ‘is', insert
‘not'. Amendment
No. 172, in clause 116, page 52, line 37, leave out
‘not'. Amendment
No. 173, in clause 116, page 52, line 38, leave
out ‘the company not to comply
with' and
insert ‘that the company is
permitted to
refuse'. Amendment
No. 174, in clause 116, page 52, line 41, leave out from
‘request' to
end. Amendment No.
175, in clause 116, page 53, line 2, after ‘is', insert
‘permitted'. Amendment
No. 176, in clause 116, page 53, line 5, leave out from ‘if' to
first ‘the' in line 6 and
insert ‘the court does not make a
direction that the company is permitted to
refuse'. Clause
116 stand part.
Amendment No. 169, in clause
117, page 53, line 12, leave
out ‘accordance with an order of
the court' and
insert ‘pursuance of a refusal
under section 116(1)(b) (unless the court has decided that it is not
satisfied that the request was for a proper purpose under section
116(3))'. Clause
117 stand part. New
clause 2—Names and addresses of members of companies: company
application— ‘(1)
Subject to the provisions of this section, a company may make an
application under this section to the Secretary of State where the
condition in subsection (2) is
satisfied. (2) The condition
referred to in subsection (1) above is that the company considers that
the availability for inspection by members of the public of particulars
of the names and usual residential or business addresses of the members
of the company creates, or (if an order is not made under this section)
is likely to create, a serious risk that a member of the company or a
person who lives with or is an employee of a member of the company will
be subjected to violence or intimidation (“a serious
risk”). (3) Where, on an
application made by a company under this section, the Secretary of
State is satisfied that the availability for inspection by members of
the public of the particulars of that company's members' usual
residential addresses creates or (if an order is not made under this
section) is likely to create a serious risk that a member, or a person
who lives with him, or an employee of his will be subjected to
violence, intimidation or criminal activity, he shall make an order
under this section (“a company member's confidentiality
order”) in relation to the
company. (4) Where the
Secretary of State is not satisfied under subsection (3) he shall
dismiss the application. (5) At
any time when a company member's confidentiality order is in force in
relation to a company, the name and address of any individual in the
register of members of the company that is the subject of the
confidentiality order, shall not be disclosed to any person who may
request either company or Companies House disclosure of such names and
addresses save in prescribed
circumstances. (6) The
Secretary of State shall give the applicant notice of his decision
under subsection (3) or (4); and a notice under this subsection shall
be given within such period and shall contain such information as may
be prescribed. (7) The
Secretary of State may at any time revoke a company members
confidentiality order if he is satisfied that such conditions as may be
prescribed are satisfied.'.
New clause 3—Names
and addresses of members of companies: individual
application— ‘(1)
Subject to the provisions of this section, an individual may make an
application under this section to the Secretary of State where the
condition in subsection (2) is
satisfied. (2) The condition
referred to in subsection (1) above is that the
individual— (a)
is or proposes to become a member of a relevant company;
and (b) considers
that the availability for inspection by members of the public of
particulars of his name and usual residential or business address
creates, or (if an order is not made under this section) is likely to
create, a serious risk that he or a person who lives with him or an
employee of his will be subjected to violence, intimidation or criminal
activity (“a serious
risk”). (3) Where, on an
application made by an individual under this section, the Secretary of
State is satisfied that the availability for inspection by members of
the public of the particulars of the individual's usual residential
address creates or (if an order is not made under this section) is
likely to create a serious risk that the individual, or a person who
lives with him, or an employee of his will be subjected to violence,
intimidation or criminal activity, he
shall make an order under this section (“an individual member's
confidentiality order”) in relation to
him. (4) Where the Secretary of
State is not satisfied under subsection (3) he shall dismiss the
application. (5) At any time
when an individual member's confidentiality order is in force in
relation to an individual the name and address of the individual in the
register of members of the company which is the subject of the
confidentiality order shall not be disclosed to any person who may
request either company or Companies House disclosure of such name and
address save in prescribed
circumstances. (6) The
Secretary of State shall give the applicant notice of his decision
under subsection (3) or (4); and a notice under this subsection shall
be given within such period and shall contain such information as may
be prescribed. (7) The
Secretary of State may at any time revoke an individual member's
confidentiality order if he is satisfied that such conditions as may be
prescribed are satisfied.'.
New clause
22—Optional regime for membership
register— ‘(1) A company
may by special resolution exempt itself from any obligation under
sections 115 to 117 to allow the inspection of its membership register
or to supply a copy of the register or any part of it as long as it
undertakes to pass on to all of its members any lawful message or
documentation that a member of the company or a member of the public
wishes to send to the company's
members. (2) The company may
charge a reasonable fee for sending a message or documentation under
subsection (1). (3) Where the
company has made an undertaking under subsection (1) and has failed to
carry it out, an offence is committed
by— (a) the company,
and (b) every officer of the
company who is in default. (4)
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. (5) In the case of any
such refusal or default the court may by order compel an immediate
inspection of the register or, as the case may be, direct that a copy
of the register be sent to the person to whom the undertaking was
made.'.
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