Company Law Bill [HL]

I will take Amendment No. A73B first, if I may. The Bill provides that the Registrar of Companies must register the solvency statement and statement of capital once they are received by her. This amendment would additionally require the registrar to certify the registration of these documents. It is not, however, clear from the amendment what purpose or additional protection such certification would serve. Under the existing court-approved procedure for reductions of capital, Section 138(4) of the 1985 Act provides that the registrar shall certify the registration of the court order but also goes on to provide that the certificate is conclusive evidence that all the requirements of the Act with respect to the reduction of capital have been complied with. If this is the intention behind the noble Lord’s amendment, I am not sure that this is the right comparison to draw. The court-approved process is one that by definition has been overseen by the court; therefore, it is logical for the registrar to certify that the reduction has taken place, thus signalling publicly that the reduction is, so to speak, definitive. The appropriate comparison for capital reductions under the new solvency statement procedure is rather, it seems to me, to the various other provisions across the Bill where the registrar is required to register information that is lodged with her. These do not generally impose an additional requirement on her to certify the registration and I am not sure that doing so would add anything of value in this instance. Amendment No. A73C would, I think, say the same thing as the Bill currently does but in slightly different words. I appreciate that the wording in the amendment would be more in line with—though not identical to—that in Section 138 of the 1985 Act, but I think that the wording of the Bill as it stands is if anything shorter and clearer and I see no reason to depart from it. I hope that the noble Lord will agree not to pursue the amendments.