Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)

I beg to move amendment No. 18, in clause 33, page 13, line 18, after ‘company', insert ‘with a share capital'.

John Bercow (Buckingham, Conservative)

With this it will be convenient to discuss the following: Amendment No. 20, in clause 33, page 13, line 18, after ‘member,', insert ‘within 7 days,'.

Amendment No. 17, in clause 33, page 13, line 18, leave out from second ‘a' to ‘current' in line 32.

Government amendments Nos. 90 to 92.

Amendment No. 19, in clause 33, page 13, line 33, leave out from ‘capital;' to end of line 35.

Clause stand part.

Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)

The clause relates to section 19 of the 1985 Act. I shall follow on from my remarks about the red tape requirements of printing resolutions and physically binding them into the memorandum and articles of association. The Minister moved on that issue, and perhaps there will also be movement on this clause.

If somebody, even a member of a company, wants to get a copy of its articles, resolutions or certificate of incorporation, they do so by getting a copy of the fiche from Companies House. The only benefit that I can imagine if members could use the clause to receive documents would come if they wanted to get them sooner than the 15 days that it takes for a document to be put on public file. The only provision in the clause that is worthy of retention is the ability to ask for a current statement of capital, which could be usefulfor a member to check against his or her own shareholding.

Amendment No. 20 reflects the fact that no timetable is given for a company to comply with such a request. I suggest that seven days is appropriate. Of course, if the period is to be more than 15 days, the registrar of companies should have the documents earlier than a member can get them from the company, which would negate the value of the clause. I believe that Government amendment No. 90 clarifies the wording rather than makes any change, but I would appreciate the Minister’s comments on it.

David Howarth (Shadow Minister (Energy), Trade & Industry; Cambridge, Liberal Democrat)

I am sympathetic to amendment No. 18, although I am not sure whether it has been drafted correctly and whether shareholding is the right criterion to use. An example is Equitable Life, which was an unlimited company without shares but which, as we know, ran into certain difficulties. It would have been useful for members of that organisation to have been able to obtain relevant documents. I ask the Government and the hon. Member for Huntingdon to reconsider the wording of their generally good amendments.

Margaret Hodge (Minister of State (Industry and the Regions), Department of Trade and Industry; Barking, Labour)

I do not know whether the hon. Member for Huntingdon wants to reconsider the wording of the amendment, but we are not minded to accept it in its present form.

Clause 33 gives members of companies the right to obtain from the companies various constitutional documents free of charge. As the hon. Gentleman said, it replaces equivalent provisions in section 19 of the 1985 Act. A company can currently charge up to 5p a copy for any memorandums and articles that members may request, although I understand that companies rarely make that charge. The clause therefore updates  legislation to reflect the new approach to the provision of constitutional information under the Bill. In particular, as we have said a number of times, the memorandum will have a more limited purpose, and information currently set out in it will instead be contained in a company’s articles or other documents listed in the clause.

Amendments Nos. 17 to 19 would restrict what can be provided to members by their company on request. If they were to be accepted, clause 33 would apply only to companies with a share capital, and members of such companies would be entitled only to a copy of the most recent statement of capital. As hon. Members know, such a statement is essentially a snapshot of a company’s subscribed capital at a particular time. While that information is of constitutional importance, the statement does not necessarily encompass all the information set out in the memorandum and articles to which we believe members are entitled and should have access.

The hon. Gentleman is right to say that it would be possible for members of those companies to obtain those documents, including the statement of capital, elsewhere, for example, from the registrar and others.

Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)

Will the Minister remind me whether there are provisions in the legislation for companies to put their constitutional documents on a website? I know that there are websites on which public companies put their accounts.

Margaret Hodge (Minister of State (Industry and the Regions), Department of Trade and Industry; Barking, Labour)

This morning, we discussed whether or not constitutional information about a company could be released into the public domain. The hon. Gentleman will correct me if I am wrong, but I think that we said that we would look favourably on enacting such a provision. The hon. Gentleman has pressed me on whether it will be available in the form that he describes, and I have shown that I will consider that favourably.

The question is whether members should have to go elsewhere. There is no provision at the moment, but in the debate this morning, we said that we would look at whether or not we could have that provision. Given where we are the moment, the question is whether an individual should have to go to the registrar or elsewhere to access those documents or should they be able to go to the company itself? Our view is that they ought to have the right to request and access that information directly from the company.

There are two reasons, one of which the hon. Gentleman accepted. The other is the matter of having to pay. If people go to the registrar, they would have to pay for something that they would get for free from the company. The second matter—the delay in notifying the registrar—is one that we have discussed in relation to the clauses on informing and notifying the registrar of changes to constitutional arrangements. That would be less satisfactory than current arrangements. I hope that the hon. Member is persuaded to withdraw his amendment, on the basis that I will consider whether we can open to the public more information that is on the web.

Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)

Having heard the debate, I think that it has been a short but interesting one—

Margaret Hodge (Minister of State (Industry and the Regions), Department of Trade and Industry; Barking, Labour)

I have not finished my remarks.

John Bercow (Buckingham, Conservative)

My apologies, I thought the right hon. Lady had finished.

Margaret Hodge (Minister of State (Industry and the Regions), Department of Trade and Industry; Barking, Labour)

No, my apologies. I thought that the hon. Gentleman was intervening. However, I have not spoken the Government amendments in the group yet. Two are simple. One is slightly more complicated.

Government amendment No. 90 is purely a drafting amendment. Clause 33(1)(a) refers to:

“an up-to-date copy of the company’s articles incorporating any alterations made to them”

If the copy is up-to-date, one assumes that it has incorporated any alterations, so the those words are superfluous and need not be included. Hence, we suggest that they should be omitted. Similarly, as there is no need to use the plural “copies” at the start of clause 33(1)(b), in amendment No. 91 we are amending that to “a copy”.

No.92 is a slightly more substantial amendment. It is rare that a company’s laws are altered in any of the ways—by legislation, or by order of a court, or by order of another authority—contemplated in clauses 35 and 36. However, when such alterations do take place, it is accepted that they are likely to be of considerable constitutional significance to the company, so it is only right that the company should be obliged to supply a copy of the relevant piece of legislation to its members on request, just as it is obliged to supply copies of resolutions and agreements of the types listed in clause 29.

Finally, I will deal with the seven-day period. Information should be provided as promptly as possible, but I assure the hon. Gentleman that it would already be incumbent on a company to provide information within a reasonable time scale. Our concern is that the introduction of a statutory time scale, with a specific deadline and the threat of criminal sanctions if it is not met, could be disproportionate, especially for smaller firms. I am not aware of any evidence that the absence of this limit in the current legislation has caused problems. I hope, on that basis, that he will not press the amendment.

Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)

To take the last point first, I thought it appropriate to ask for a statutory time scale because, in practice, these provisions will very rarely be used. Most people now go to Companies House and get a fiche and get the information from that, even if it is a company of which they are a member. These provisions would typically be used, and therefore rarely, in a situation in which there is a shareholder conflict and one shareholder is perhaps trying to pressurise the management by giving them lots of requests for documents and so forth. In all such situations, the lack of a time period is used by the company to delay matters. Perhaps the Minister would like to think about that again.

On the wider issue, the key point that has come out of the debate—and I apologise for ending it early—is the potential use of a website for the release of a company document. While the Minister was speaking, I had an idea that she may wish to consider. It is not a tabled amendment, but it might be a compromise. If a company has a website and files on it all the documents that it would otherwise be required to hand out under the clause, it could be assumed to have complied with the clause. However, if it does not have a website, it would still be forced to comply with the clause. It might be worth the Minister’s while to consider that. On that basis, I beg to ask leave to withdraw the amendment.