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Session 2005 - 06 Publications on the internet Standing Committee Debates Company Law Reform Bill [Lords] |
Company Law Reform Bill [Lords] |
The Committee consisted of the following Members:Alan Sandall, Committee
Clerk † attended the
Committee Standing Committee DTuesday 27 June 2006(Morning)[Mr. Eric Illsley in the Chair]Company Law Reform Bill [Lords]Clause 115Rights
to inspect and require
copies Amendment
proposed [22 June]: 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.'. 10.30
am Question
again proposed, That the amendment be
made.
The
Chairman: I remind the Committee that with this we are taking 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.'.
Mr.
Crispin Blunt (Reigate) (Con): On a point of order, Mr.
Illsley. Over the weekend the Minister honoured her undertaking to
circulate the draft clauses relating to the consolidation Bill and I
thank her for that. However, I have identified 254 new clauses that the
Government will introduce in Committee. There are a number of
identified changes to those clauses to reflect the new language in
which they are being introduced and the Committee will not have an
opportunity to do anything other than simply insert those into the Bill
under the Government’s plans.
When writing to the Committee,
the Minister stated:
“I said that
we hoped to do so as far as possible during Committee stage while
noting that this was a considerable
task”— that is,
consolidation— “We
would then intend to seek the view of the Law Societies and others over
the summer, in particular to ensure that no unintended changes to the
law had been made by the restatement. We could then reflect any
comments in amendments brought forward at Report
stage.”
My point of order is that that
is inherently unsatisfactory and should be done by the Committee. With
254 new clauses and more to come, as the Minister promised, it will
take an hour simply for the Chair to put the motions on those if we do
not get around to considering them in detail by 5 o’clock on
Thursday 13 July, which is the current outdate of the
Committee. I seek from
you, Mr. Illsley, some form of protection for us as legislators to do
our job. The Minister made an offer to the Committee when she said that
she would be “very happy for any interested
Committee members to be involved in discussions in
September” when, as the
Committee will cease to exist in July, its members will have no more
status than other right hon. and hon. Members of the House. I urge you,
Mr. Illsley to recommend that the Committee sits into October after the
summer recess so that we can do our job properly or, if the Government
are not prepared to do that, to recommend that sufficient
time—it will be a long time—is provided for consideration
on Report on the Floor of the
House.
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