Clause 82

Company Law Reform Bill [Lords] – in a Public Bill Committee at 2:00 pm on 22nd June 2006.

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Requirement to disclose company name etc

Question proposed, That the clause stand part ofthe Bill.

Photo of James Brokenshire James Brokenshire Conservative, Hornchurch

The clause deals with the Secretary of State’s ability to make provisions by regulation to require companies to display specified information, to state specified information in certain documents and communications and to provide relevant information on request to those they deal with in the course of their business. To a certain degree, the provisions go further than the Companies Act 1985 and the Business Names Act 1985 as far as companies trading under their registered names are concerned. It is also unclear whether the existing requirements will be added to as a consequence of the regulations that are referred to in the clause. Will the Minister therefore provide some guidance on whether additional requirements not made under existing law and practice will be added to as a consequence of the clause and the regulations that will be applied to it?

Will the Minister also clarify the specified information that is to be provided to persons with whom a company deals? Further to my earlier comments, I think that there will be a slight extension of the requirements on companies trading under their  corporate name rather than a trading name. Will she tell us why it was felt necessary to change the ambit in relation to such companies?

To what extent will there be further reviews of the regulations? The clause could be applied in a way that would make the system more regulatory and bureaucratic. Given the assurances on the deregulatory approach, I am sure that that is not the intention, but I am concerned that without some background or clarification on what the regulations are likely to include—we have not had sight of the regulations—we cannot look at the clause in much context. We need to know precisely what is intended and whether any further steps or requirements are being contemplated. Given the liability set out in clauses 83 and 84 for a failure to make the necessary disclosures, we must ensure that we do not set difficult or inappropriate targets and requirements on companies.

Photo of Vera Baird Vera Baird Parliamentary Under-Secretary, Department for Constitutional Affairs

The rules relating to trading disclosures are complex. They are set out in chapter I, part XI of the 1985 Act, section 693 of which applies similar rules to overseas companies. There is a separate set of rules in the Business Names Act 1985 that refer to a company trading under a name under than its registered name, even if the only difference is the suffix Ltd or plc. The rules are not identical: the information required and what premises and what documents are involved all vary.

As the company law review recommended, we intend to use the powers conferred by the clause and the similar power provided under clause 666 related to overseas companies to replace all the existing disclosure rules with a single set of regulations. We will consult on the matter and we intend to rationalise the requirements and make compliance simpler for companies. We will not extend the rules; we need the power to regulate in order to replicate sections 348, 349 and 351 of the Companies Act 1985. When we consult on the regulations, they will be subject to the affirmative resolution procedure, so there will be scope for debate on them.

Photo of James Brokenshire James Brokenshire Conservative, Hornchurch

I am grateful for that clarification and the assurance that there is no intention to increase the scope of the current requirements. There is merit in seeking to put in one place the current requirements under the Business Names Act and the Companies Act so that we are all clear about what requirements apply. I have no objection to that approach, which has great merit in trying to simplify the situation. I made my points to gain clarification on the scope of the requirements. The assurance that the Minister has given satisfies me.

Question put and agreed to.

Clause 82 ordered to stand part of the Bill.

Clause 83 ordered to stand part of the Bill.