Company Law Reform Bill [HL]

moved Amendment No. 103:"Page 43, line 3, at end insert ““, or" (iii)   the company delivers to the registrar a statement that sufficient persons consented to or voted in favour of the resolution so that an application under section 98 cannot be made.”” The noble Lord said: The amendment would make it clear that, if all or a sufficient number of the members voted in favour of the resolution to re-register, so that there were insufficient dissenting members to make an application under Clause 98—normally 95 per cent in favour—there would be no need for the registrar to wait until the 28-day period had expired, which is provided under subsection (2) of Clause 98, headed ““Application to court to cancel resolution””.       Clause 97 addresses the situation in which a public company changes its status to a private limited company by re-registering as such. Subsection (2)(a) states that one condition that must be satisfied before a public company can be re-registered as a private company is that,"““the period during which an application for cancellation of the resolution under section 98 may be made has expired without any such application having been made””." We are told that, often, enough members vote in favour of a special resolution to leave an insufficient number of potential dissensions to make an application for cancellation. In practice, the registrar allows the re-registration to proceed in such cases, without waiting the 28 days allowed for making the application. But it would be helpful if that could be enshrined in the Bill. Conversely, if there is a possibility that an application may be made because of a sufficient number of dissentient members, the registrar has in the past tended to wait for a further period, typically 28 days, after the end of the period for making the application to ensure that no application has been made within the period, in spite of the obligation imposed on the company to give the registrar notice of any application immediately under Clause 99(1). This adds considerably to the time taken to achieve re-registration. It would be helpful if the Minister could confirm that, in view of the wording of Clause 97(2)(a), this practice will cease in future. I beg to move.