Clause 78
Company Law Reform Bill [Lords]
1:45 pm
James Brokenshire (Hornchurch, Conservative)
The clause provides the detail of what needs to be filed with the Registrar of Companies in the event of a company changing its name by special resolution. I note what the Minister said in the previous debate about the deregulatory approach, but the clause appears to impose an additional requirement on a company in respect of the change of name procedures.
A company need only forward a copy of the resolution, the requisite fee and a revised copy of its memorandum and articles of association in the event of a change of name, but the clause seems to require a new formal notice in addition. I can understand that where the resolution might be conditional—for example, when a company seeks to be listed on the stock exchange—a company might wish to change its name conditional on its shares being admitted to trading. Therefore, the resolution will not become active, or bite, until that condition is satisfied. In those circumstances, confusion might be caused with the Registrar of Companies as to whether the resolution is valid, hence the probable rationale for including the provision in the Bill.
However, when there is an unconditional resolution—for example, a simple proposal for a special resolution that the name of the company be changed to X Ltd.—I see no need for a formal notice as well as filing a copy of that resolution, which is the reason for tabling amendment No. 144.
Amendment No. 145, which is consequential, would ensure that in the circumstances of a conditional resolution, a copy of the resolution was filed, with an appropriate notice.
The amendments try to be as deregulatory as possible by not requiring an additional imposition on companies changing their names where that is not necessary, while recognising that the Registrar of Companies might be in difficulties in certain circumstances. Therefore, I understand where the original thought processes came from.