Clause 103

Company Law Reform Bill [Lords] – in a Public Bill Committee at 2:30 pm on 22nd June 2006.

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Application and accompanying documents

Question proposed, That the clause stand part ofthe Bill.

Photo of Jonathan Djanogly Jonathan Djanogly Shadow Minister (Business, Innovation and Skills), Shadow Solicitor General, Shadow Minister (Justice)

We are now going on to a limited company becoming unlimited. Subsections (3) and (4) insert the need for a statement of compliance to replace the statutory declaration in section 49(8)(b) of the 1985 Act. Could the Minister please provide the reasoning behind that?

Photo of Margaret Hodge Margaret Hodge Minister of State (Industry and the Regions)

The clause prescribes the contents of the application for re-registration and the documents that must accompany it. It replaces sections 49(4) to 49(8)(a) of the 1985 Act. The current requirement for a statutory declaration made by the directors on application for re-registration as an unlimited company is replaced by a requirement for a statement of compliance. Unlike most other statements of compliance made under the Bill, the one made on application for re-registration as an unlimited company must contain a statement by the directors confirming that the persons by whom or on whose behalf the form of assent is authenticated constitute the whole membership of the company, and if any of the members have not authenticated the form themselves, that the directors have taken all reasonable steps to satisfy themselves that each person who authenticated it on behalf of a member was lawfully empowered to do so. The contents of the directors’ statement carry forward the provisions of section 49(8) of the 1985 Act, which requires a

“prescribed form of assent to company being registered as unlimited”.

On that basis, I urge Members to support clause stand part.

Photo of Jonathan Djanogly Jonathan Djanogly Shadow Minister (Business, Innovation and Skills), Shadow Solicitor General, Shadow Minister (Justice)

I am not entirely sure whether my question has been correctly answered. Perhaps it was, but it was not a very long response, so if the Minister would write to me on the point, I would appreciate that.

Question put and agreed to.

Clause 103 ordered to stand part of the Bill.

Clause 104 ordered to stand part of the Bill.