Companies Bill [HL]
Lord Sainsbury of Turville (Parliamentary Under-Secretary, Department of Trade and Industry; Labour)
My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 5.
At Report stage we replaced the requirement for subscribers' names and addresses in the statement of capital and initial shareholdings with a power to prescribe in regulations made under the Bill the information that must be provided for the purpose of identifying the subscribers to the memorandum where a company is to have a share capital on formation. Amendment No. 5 simply carries forward this approach for the purpose of identifying the subscribers where it is proposed that a company will be formed as a company limited by guarantee.
At Report stage we removed the requirement for a statement of capital to be provided where an unlimited company that has not previously had a share capital re-registers as a company limited by shares. Such a requirement is unnecessary in these circumstances as the company will in any event have to include such a statement when it makes a return of allotments to the registrar under Clause 545 following re-registration.
However, some unlimited companies are formed with or acquire a share capital and, in such cases, there would be no need to make a return of allotments on re-registration as a limited company until such time as the company allotted new shares. We think this is a loophole and Amendment No. 78 therefore requires such companies to deliver a statement of capital to the registrar within 15 days of re-registering as limited. The company will, however, be exempt from this requirement if it has already provided this information; for example, in the statement of capital and initial shareholdings provided on formation or in a statement of capital contained in the company's last annual return.
Amendment No. 8 contributes to a larger tidying-up exercise that we carried out in another place. As a result of the restatement exercise, there is now only one Companies Act, and clauses in the Bill which refer in general terms to the Companies Acts can now be made more precise.
Moved, That the House do agree with the Commons in their Amendment No. 5.—(Lord Sainsbury of Turville.)