Clause 44
Company Law Reform Bill [Lords]
6:00 pm
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
Indeed, Mr. Bercow. That is exactly what I said I would do. As the amendment had not been selected, I was not suggesting that it should be debated. However, I wanted to raise the matter, as it is an important one and I had proceeded on that basis. A further amendment could be put forward at a later stage that would come within the remit of the Bill.
Many company lawyers are of the view that where a company executes a deed in its own name, but as attorney on behalf of another person, there is a technical argument that it is the corporate attorney and not that other person who is bound by the deed. I was attempting to clarify that where a corporate attorney executes a document in their own name, but on behalf of another person, provided that they are doing so properly, that is within the scope of their appointment and authority. It is that other person and not the corporate attorney who is bound by the document.
That is necessary because it is difficult to determine the way in which a corporate attorney executes, in practice, a document both in the name of another person and in accordance with section 36A of the Companies Act 1985. Corporate attorneys would generally execute documents on behalf of and not in the name of the other person. I appreciate that it is a complicated matter, but it is an important one. I would appreciate the Minister’s comments on that.