Clause 728
Company Law Reform Bill [Lords]
4:30 pm
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
Sometimes, unnecessary or wrong documents are sent to the registrar. As things stand, it can be virtually impossible to have the register amended, and companies are often told that a court order is necessary. Often in such cases, a document—say, a form—has been filled in wrongly. All that the person who filled it in wants to do is get it back, put it right and file it again. That must happen dozens of times every day, but the process is much too inflexible.
I note that the clause heading includes the words “unnecessary material”. Will that be interpreted as including documents that a filing company feels are unnecessary?
Paul Farrelly (Newcastle-under-Lyme, Labour)
Will the hon. Gentleman confirm my arithmetic? In Committee this afternoon, we have eight Labour Members while he is the sole representative of the Conservative Opposition.
Eric Illsley (Barnsley Central, Labour)
Order. I do not think that we need to go down that line, given that at 4.30 pm the Committee was not even quorate.
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
Thank you, Mr. Illsley. As I was saying, will the words “unnecessary material” be interpreted as including documents that the filing company, rather than just the registrar, believes are unnecessary?
Vera Baird (Parliamentary Under-Secretary, Department for Constitutional Affairs; Redcar, Labour)
The clause provides for cases in which a delivered document contains unnecessary material for which there is no legal requirement. It is clearly sensible that the registrar should not be obliged to put such information on the register, so she can exclude it and treat it as having been delivered defectively under clause 725. She may then use the various procedures provided in the Bill for remedying the situation, for example—this is the key one—the informal correction procedure. She can also issue a notice to remedy the defective delivery.
The provision is intended to be broad enough to cover all the matters that the hon. Gentleman raised. It is a great advance and will be in everybody’s interests.
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
I thank the Minister for that reply, but will she clarify whether the provision is to be used broadly and whether it will work both ways so that the documents covered are what not just the registrar, but a company, consider unnecessary?
Vera Baird (Parliamentary Under-Secretary, Department for Constitutional Affairs; Redcar, Labour)
I think it will be for the registrar to decide whether material is unnecessary, using the criteria set out in subsection (2), which defines unnecessary material as that which
“is not needed to comply with an obligation under any enactment, and...not specifically authorised to be delivered to the registrar.”
It is within the ambit of the registrar to decide whether material comes within that definition.
Jonathan Djanogly (Shadow Solicitor General (Also Shadow Minister for Trade and Industry), Law Officers (Assist the Home Affairs Team); Huntingdon, Conservative)
I take the Minister’s point that it is ultimately down to the registrar to decide, but the point that I am trying to make is that, in practice, a lot of companies will complete and send in wrong forms, and all they will want to do is get their forms back, fill them in properly and send them back. Will the registrar be broad minded in her use of the clause to facilitate companies changing their forms?
Vera Baird (Parliamentary Under-Secretary, Department for Constitutional Affairs; Redcar, Labour)
The informal correction procedure will cover that. If there has been a mistake, the company and the registrar can telephone each other and put it right, whatever it is, but it more appropriately falls under clause 726. Informal contact is a great improvement.
Paul Farrelly (Newcastle-under-Lyme, Labour)
Will my hon. and learned Friend the Minister join me in welcoming a second Conservative Member to the Committee to join the nine Labour Members?
Vera Baird (Parliamentary Under-Secretary, Department for Constitutional Affairs; Redcar, Labour)
A second Tory is welcome. It is nice to see him.
Shailesh Vara (North West Cambridgeshire, Conservative)
I am grateful for that welcome. Forgive me,Mr. Illsley, but may I say to Labour Members that with their record in this Committee, they should enjoy the moment while they can?
Vera Baird (Parliamentary Under-Secretary, Department for Constitutional Affairs; Redcar, Labour)
That is what is happening.