Company Law Reform Bill [HL]

This clause requires members of a company to give their assent before a company re-registers as unlimited. It makes specific provision for situations where a member has died or become bankrupt but not where a member has become mentally incapable. I am very grateful for the noble Lord’s suggestion that we should add the Master of the Court of Protection to the clause, thus making some explicit provision in the latter case. However, I am not persuaded that that is necessary. There is a fundamental difference between, on the one hand, death and bankruptcy, which change ownership, and, on the other, incapacity, which does not. In the latter case, someone is appointed to act on behalf of the person who is incapable. In making a distinction between these cases, the Bill reflects the position not only under previous Companies Acts but also, I understand, under other not dissimilar legislation, and I do not think it would be helpful to make a change here. The important point is that people who are incapacitated should have opportunities for shares to be voted so that, if necessary, all the members can participate.