Company Law Reform Bill [HL]

moved Amendment No. 99:"Page 41, line 29, leave out from beginning to third ““a””" The noble Lord said: I shall speak also to Amendments Nos. 100 and 101. We discussed earlier some of the issues relating to the registration of company secretaries under the Bill. The Bill proceeds on the basis that the office of company secretary is a requirement for public companies, but not for private companies. The amendments address the situation where a private company re-registers as public. In these circumstances, details of the person who is to be, or continues to be, company secretary ought to be disclosed to the registrar. In the light of this, the amendments clarify what needs to be done by the company. The amendment to Clause 94 provides that where a company re-registers from private to public, the company must in all cases provide a statement of its proposed secretary, since it is a condition of being a public company that a company has a secretary and that their appointment is notified to the registrar. This is the case even if the company had appointed a company secretary in its previous life as a private company, as the appointment of the previously appointed secretary would not have been notified to the registrar. The amendment to Clause 95 will remove any doubt that where a company had appointed a secretary in its previous life as a private company, the statement of the proposed secretary on re-registration reflects that this secretary continues to be the secretary. The amendment to Clause 96 provides that on the issue of the certificate of re-registration, any person nominated as company secretary in the statement is deemed to have been appointed or reappointed to that office, reflecting the fact that a private company may previously have appointed a company secretary, but that under the Bill, where such an appointment is not obligatory, it may not have done so. I hope that that is clear to noble Lords. I beg to move.