Company Law Reform Bill [HL]

The first two subsections of new Clause 117 contained in Amendments Nos. 119 and 120 are identical. They would make explicit that the details of former members may be kept separate from those of current members. This is unnecessary as Clause 743 gives companies freedom to arrange their records in such manner as they wish provided only that the information in question is adequately recorded for future reference. This would therefore permit companies to maintain a separate register containing entries relating to former members. This should significantly reduce the cost of keeping registers of members. As to the third subsection, Amendments Nos. 119 and 120 differ significantly. Amendment No. 119 would reduce the period for which details of former members must be kept to five years. As the noble Lord, Lord Hodgson, said, the present requirement is to keep the details of former members for 20 years. I think we can all agree with the Company Law Review that this period is longer than needed, but the period needs to be consistent with the time limit for claims arising from errors in the register. Clause 125 sets this limit at 10 years because that is the long-stop limitation period for claims for a remedy for a wrong recommended by the Law Commission in its 2001 report on limitation of actions. Amendment No. 120 proposes that the period should be 10 years, and that is what Clause 118 of the Bill provides.