Company Law Reform Bill [HL]

moved Amendment No. 145:"Page 66, line 42, at end insert—" ““(a)   the company, and (b)   ”” The noble Lord said: The purpose of the amendment is to extend liability for failing to notify changes of directors, or registered particulars of directors, to the registrar of companies to the company as well as to the officer in default. It appears that the basis adopted by the Government for imposing liability for offences, in its most simplistic formulation, is that, where the underlying provision is for the benefit of the shareholders of the company only, breach of those provisions will not give rise to a liability on the company itself but only on the responsible officers. Other offences that affect the public, whether or not also having an effect on the shareholders, give rise to liability on both the company and the responsible officers. If that policy is to be adopted, it should be applied consistently and it should be applied in Clause 150. The purpose of the delivery of particulars of directors to the registrar of companies would appear to be to inform the public, including those planning to deal with the company. Accordingly, in order to adopt a consistent approach, the liability should extend not only to the officer in default but also to the company. This replicates the existing position under Section 288 of the Companies Act 1985 and is consistent with the liability attaching to persons under Clause 146(4) of the Bill in the event that the required particulars are not contained in the register of directors. I beg to move.