Clause 12
Company Law Reform Bill [Lords]
10:30 am
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
It looks like the Government have something to say on this clause as well, but I shall kick off. The clause replaces section 10 of the 1985 Act. In so far as it coincides with the question of authorised signatories, I note that the Chairman has chosen also to include amendments to clause 44.
There are two basic regulatory changes to consider. First, as recommended by the CLR, once the legislation is in force all directors will have the option of having their home addresses kept on a separate record to which access is restricted. To benefit from that option, a director will have to provide a service address for the public record. We will discuss that in detail under part 10.
Secondly, as recommended by the CLR, the Bill reflects the abolition of the requirement for private companies to have a secretary. We will debate that in further detail when we get to part 12. There is a consequential issue concerning company secretaries—I repeat that this will be debated in greater detail later—namely whether, if a private company decides to have a non-statutory company secretary, it should then have to notify particulars. Lord Sainsbury said emphatically in the Lords Grand Committee that it should not. On Report in the Lords, Lord Hodgson said:
‘“Our position on this is simple—where a company chooses to have a secretary, that secretary should be fully empowered to exercise all the functions and bear all the responsibilities of a legally required secretary.”—[Official Report, House of Lords,9 May 2006; Vol. 681, c. 782.]