Clause 12
Company Law Reform Bill [Lords]
10:45 am
Lorely Burt (Shadow Minister (Small Business), Trade & Industry; Solihull, Liberal Democrat)
I preface my questions with an admission that I am not a lawyer—far from it—and as my hon. Friend the Member for Cambridge has been unavoidably called away, I ask for the patience of the Committee. I shall do my best to put the points that we wish to make.
We want to understand the difference that amendments Nos. 4 and 47 would make to what has been proposed. The intention appears to be to set up the possibility that the distinction between companies required to have company secretaries and those not so required should rest on something other than the fact that the company is or is not a public company. Our position is that it is right to remove the requirement from private companies, but there may be an argument from other parties that very large companies should have a secretary even if they are private companies.
The Government amendments, including the new clauses, appear to create a new authorised signature regime for companies, presumably in response to the complaint that removing the need for company secretaries will lead to confusion about who is authorised to sign documents on behalf of the company. In effect, they will allow companies to say that people other than directors are also authorised and to put those names on a register that other people can see. We are not entirely convinced that this is technically necessary, but people may genuinely be confused by the new situation.
Amendment No. 51, which would amend clause 44, continues the company secretary debate, but it seems to conflict with clause 12. Amendment No. 52, which could be a drafting amendment, would make it clear that a document is associated with the company and not anyone else. We want to understand why that is important if a single director could sign in the presence of a witness.