Subsection (2) appears to be aimed at providing for exceptions to the rule in subsection (1). The latter states:
“A document is not delivered to the registrar until it is received by the registrar.”
If that is the case, subsection (2) needs to be carved out of subsection (1). That is the purpose of amendment No. 377. However, the question then arises about whether subsection (1) is required at all, if the question of delivery is to be dealt with by the registrar’s rules. So amendment No. 378 is aimed at deleting subsection (1).
The concept of delivery in the Bill is an important one. Much depends on whether a particular document has been delivered. For example, in many circumstances, a delivered document will then be placed on the public register. If it has not, or has been incorrectly delivered, the register might need to issue a notice to rectify the matter.
Given those consequences, it is important to avoid scope for confusion or argument about whether a particular document has been delivered. For that to be clear, it is necessary to have a rather precise definition of delivery—more precise than the definition in common language.
So the clause does two things. Subsection (1) makes clear the central proposition that for a document to be delivered it must be received. It is not enough for the company to say that it put it in the post or pressed “send” on the e-mail. Subsection (2) allows the registrar to set out in rules further details of what it means for a document to be “received”. So the first specifies that it is not delivered until it is received, and the second provides for rules and further details of what is meant by “received”. In many ways, that is related logically to registrars’ ability under clause 721 to set out requirements for the delivery of documents. For example, it might be prescribed that a document is formally received when it is opened and recorded on to Companies House systems, or a particular office in Companies House specified for where the document should be received.
It seems to me that both those elements are necessary. For the avoidance of doubt, we need the central proposition that for a document to have been delivered it must be received and, secondly, the registrar must be able, subject to that central proposition, to set out more details about precisely what is meant. Taken together, the provisions will ensure that a clear set of rules that everyone can understand is available. That will minimise, or eliminate—one would hope—any risk of misunderstanding. The hon. Gentleman’s amendment would detract from that position, either by removing the basic proposition in the first place or by enabling the registrar to have rules to make decisions that contradict it, which would not be helpful. The position is clear and desirable, so I invite the hon. Gentleman to withdraw the amendment.
I thank the hon. and learned Lady for that run-around—I was quietly discussing the matter with my hon. Friend the Member for Hornchurch and we also thought that it was somewhat circular. The point is legalistic rather than substantive, and on that basis I beg to ask leave to withdraw the amendment.