Clause 29
Company Law Reform Bill [Lords]
4:45 pm
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
I shall speak to amendment No. 14. as amendment No. 182 has been tabled by the Liberal Democrats.
I am not wholly sure that the drafting of the amendment is as finely tuned as it could be, but I shall make my point anyway. Sometimes there is confusion about what needs to be filed at Companies House and what does not. If the Companies Act 1985 states that a document needs to be filed, that is clear. For instance, if a resolution that changes a company’s articles is passed, the 1985 Act dictates that the resolution and a new copy of the article are to be filed. However, what would happen if the articles referred to some other document? Would that also have to be filed?
The typical example here is when the parties to a joint venture or a private equity investor wish to put the public on notice of the existence of a shareholders’ agreement by mentioning that fact in the articles of the investee company. My hon. Friend the Member for Hornchurch (James Brokenshire) is nodding avidly; he will have seen that in practice many times.
In such a situation, there seems to be a precedent that indicates that the joint venture agreement also needs to be filed. However, the agreement may contain confidential or price sensitive information that the parties do not wish to place on the public record—hence the reason for tabling the amendment.