Company Law Reform Bill [HL]

Before I speak to the amendments, it might be helpful if I explained the tortuous background to this part of the Bill. Clause 9 requires the application for registration to specify the jurisdiction within the UK in which the company’s registered office is to be situated—England and Wales or Scotland or Northern Ireland. So that companies may benefit from special provisions in the Bill relating to the Welsh language, if the selected jurisdiction is England and Wales, there is the option of restricting the location of the company’s registered office to Wales. But, of course, Wales is not a separate jurisdiction. The Bill does not provide for a company to change the jurisdiction of its registered office. This may come; there are proposals within Europe to enable companies to move their registered offices across states. If that were to become a reality, it is inconceivable that we would not wish to allow UK companies to move also between jurisdictions within the UK. But that is for the future. In the mean time, we considered it prudent to allow companies to move their registered office only within the jurisdiction selected on incorporation. Changing jurisdiction may be a more complex matter and the rules regulating it should not be changed now, when there are likely to be further changes in the foreseeable future. Amendment No. 81 is unnecessary. As I have explained, the Bill already requires a company’s registered office to be situated in a specific part of the UK. The Bill follows the Act in this regard. It has not been a source of confusion. Amendment No. 82 would provide an option for a company to have the situation of its registered office restricted to England. At first sight, this may appear to have attractions, comparable to that requiring the registered office to be in Wales. But England and Wales are a single jurisdiction with two languages. If the option of Wales has been taken for a company’s registered office, then its name may conclude with the Welsh version of ““Limited”” or ““plc”” and the company may file documents in Welsh, provided they are accompanied by a certified translation into English. There is no similar purpose for restricting the choice of registered office to England. Companies whose registered office is to be in England and Wales are therefore free to choose where in this jurisdiction to locate their registered office. Therefore, there would not be any benefit for the company in having to restrict its choice of location for its registered office to England, only an additional and unnecessary restraint on freedom. Amendment No. 83 is not necessary. Clause 9 makes it clear that the application for registration must include a decision on the jurisdiction in which the registered office is situated. There is no provision for a change in jurisdiction. Amendment No. 89 would substitute ““England or Wales”” for ““England and Wales””. However, as I explained at the beginning of our consideration of this part of the Bill, on the incorporation of a company there is a choice of jurisdiction, rather than a choice of country for the location of its registered office. The choice of jurisdiction is England and Wales or Scotland or Northern Ireland. If ““England and Wales”” is chosen and the company is to benefit from the Welsh Language Act 1993, then it must specify that its registered office will be in Wales; otherwise its registered office may be anywhere in either country of the single jurisdiction ““England and Wales””. That is why, however strange it may look, it is correct for subsection (3) to use the phrase ““England and Wales””.