Clause 31
Company Law Reform Bill [Lords]
5:00 pm
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. 15, in clause 31, page 12, line 19, after ‘a', insert ‘public'.
The clause relates to sections 382, 383 and 386 of the 1985 Act and is a fairly redundant carry-over provision from it. The theory is that, when printing articles in hard copy, copies of every resolution should be attached, but the practice is slightly different. Large public companies with company secretarial departments will usually spend some time updating the company’s printed memorandum and articles, for example, after changes made at the annual general meeting. However, the average company officer for small, mainly private, companies would probably not have much of a clue about what we were talking about in with this provision and would generally see it as an utter waste of time. It could be said that that is no excuse for them being ignorant of the law. Unusually, however, in this instance I disagree, because every item is already part of the public record. If they have not filed the resolution, it is important that that is corrected. However, hardly anyone asks companies for hard copies of the memorandum and articles of association. Practitioners will always go to the public record for such information.