Clause 65
Company Law Reform Bill [Lords]
9:45 am
James Brokenshire (Hornchurch, Conservative)
I beg to move amendment No. 127, in clause 65, page 26, leave out lines 44 and 45.
Clause 65 deals with a situation in which a company is no longer entitled to rely on an exemption permitting it to dispense with the word “limited” or an appropriate equivalent in its name. The clause gives the Secretary of State the right to give the relevant company a direction in writing—we shall return to this later—to change its name so that it ends with “limited”.
Subsection (3) states that a change of name to give effect to that requirement
“may be made by resolution of the directors.”
That is a departure from the normal approach, whereby a company changes its name by special resolution of its members, but reflects the existing regime under section 31 of the Companies Act 1985. However, the Companies Act did not see the need for the additional language that my amendment seeks to delete. The use of the words
“a change of name...may be made”
makes it clear that it is not an exclusive route and that a change of name by other means would still be allowed. Accordingly, I think that the additional words are otiose and can be safely deleted with the intent of slimming down this very large Bill.