Clause 115
Company Law Reform Bill [Lords]
3:45 pm
Eric Illsley (Barnsley Central, Labour)
With this it will be convenient to discuss the following: Amendment No. 27, in clause 115, page 52, line 21, after first ‘the', insert ‘precise'.
Clause stand part.
Amendment No. 29, in clause 116, page 52, line 32, leave out ‘five' and insert ‘fifteen'.
Amendment No. 168, in clause 116, page 52, line 34, leave out ‘apply to the court' and insert
‘inform the person making the request that it is refusing the request because it believes that the request is not made for a proper purpose'.
Amendment No. 30, in clause 116, page 52, line 34, after ‘court', insert
‘, unless an application for a confidentiality order has been made subject to section [Names and addresses of members of companies: company application] or [Names and addresses of members of companies: individual application]'.
Amendment No. 170, in clause 116, page 52, leave out line 35 and insert—
‘(2) The person making the report may apply to the court.'.
Amendment No. 171, in clause 116, page 52, line 36, after ‘is', insert ‘not'.
Amendment No. 172, in clause 116, page 52, line 37, leave out ‘not'.
Amendment No. 173, in clause 116, page 52, line 38, leave out
‘the company not to comply with'
and insert
‘that the company is permitted to refuse'.
Amendment No. 174, in clause 116, page 52, line 41, leave out from ‘request' to end.
Amendment No. 175, in clause 116, page 53, line 2, after ‘is', insert ‘permitted'.
Amendment No. 176, in clause 116, page 53, line 5, leave out from ‘if' to first ‘the' in line 6 and insert
‘the court does not make a direction that the company is permitted to refuse'.
Clause 116 stand part.
Amendment No. 169, in clause 117, page 53, line 12, leave out
‘accordance with an order of the court'
and insert
‘pursuance of a refusal under section 116(1)(b) (unless the court has decided that it is not satisfied that the request was for a proper purpose under section 116(3))'.
Clause 117 stand part.
New clause 2—Names and addresses of members of companies: company application—
‘(1) Subject to the provisions of this section, a company may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.
(2) The condition referred to in subsection (1) above is that the company considers that the availability for inspection by members of the public of particulars of the names and usual residential or business addresses of the members of the company creates, or (if an order is not made under this section) is likely to create, a serious risk that a member of the company or a person who lives with or is an employee of a member of the company will be subjected to violence or intimidation (“a serious risk”).
(3) Where, on an application made by a company under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of that company's members' usual residential addresses creates or (if an order is not made under this section) is likely to create a serious risk that a member, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“a company member's confidentiality order”) in relation to the company.
(4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.
(5) At any time when a company member's confidentiality order is in force in relation to a company, the name and address of any individual in the register of members of the company that is the subject of the confidentiality order, shall not be disclosed to any person who may request either company or Companies House disclosure of such names and addresses save in prescribed circumstances.
(6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.
(7) The Secretary of State may at any time revoke a company members confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.
New clause 3—Names and addresses of members of companies: individual application—
‘(1) Subject to the provisions of this section, an individual may make an application under this section to the Secretary of State where the condition in subsection (2) is satisfied.
(2) The condition referred to in subsection (1) above is that the individual—
(a) is or proposes to become a member of a relevant company; and
(b) considers that the availability for inspection by members of the public of particulars of his name and usual residential or business address creates, or (if an order is not made under this section) is likely to create, a serious risk that he or a person who lives with him or an employee of his will be subjected to violence, intimidation or criminal activity (“a serious risk”).
(3) Where, on an application made by an individual under this section, the Secretary of State is satisfied that the availability for inspection by members of the public of the particulars of the individual's usual residential address creates or (if an order is not made under this section) is likely to create a serious risk that the individual, or a person who lives with him, or an employee of his will be subjected to violence, intimidation or criminal activity, he shall make an order under this section (“an individual member's confidentiality order”) in relation to him.
(4) Where the Secretary of State is not satisfied under subsection (3) he shall dismiss the application.
(5) At any time when an individual member's confidentiality order is in force in relation to an individual the name and address of the individual in the register of members of the company which is the subject of the confidentiality order shall not be disclosed to any person who may request either company or Companies House disclosure of such name and address save in prescribed circumstances.
(6) The Secretary of State shall give the applicant notice of his decision under subsection (3) or (4); and a notice under this subsection shall be given within such period and shall contain such information as may be prescribed.
(7) The Secretary of State may at any time revoke an individual member's confidentiality order if he is satisfied that such conditions as may be prescribed are satisfied.'.
New clause 22—Optional regime for membership register—
‘(1) A company may by special resolution exempt itself from any obligation under sections 115 to 117 to allow the inspection of its membership register or to supply a copy of the register or any part of it as long as it undertakes to pass on to all of its members any lawful message or documentation that a member of the company or a member of the public wishes to send to the company's members.
(2) The company may charge a reasonable fee for sending a message or documentation under subsection (1).
(3) Where the company has made an undertaking under subsection (1) and has failed to carry it out, an offence is committed by—
(a) the company, and
(b) every officer of the company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(5) In the case of any such refusal or default the court may by order compel an immediate inspection of the register or, as the case may be, direct that a copy of the register be sent to the person to whom the undertaking was made.'.