Company Law Reform Bill [HL]

moved Amendment No. 3:"Page 4, line 25, leave out sub-paragraphs (i) and (ii) and insert ““a statement of capital and initial shareholdings (see section (Statement of capital and initial shareholdings))””" The noble Lord said: My Lords, the amendments in this group are designed to address concerns raised by noble Lords in Grand Committee regarding the requirement for separate statements of initial shareholdings and capital and the requirement that subscriber addresses be provided in the statement of initial shareholdings. I will deal with the first of these concerns. Amendment No. 3 removes the requirement for separate statements of initial shareholdings and share capital, replacing this with a requirement for a combined statement of capital and initial shareholdings. This is intended to simplify the formation requirements by combining the two statements. I hope noble Lords will agree that this improves the formation process. The contents of the combined statement are set out in the new clause, which will replace Clause 11 and is introduced by Amendment No. 5. With the exception of what I am about to say about the requirement to provide names and addresses of subscribers, the information to be provided in the new statement remains as before, except for a minor amendment in Clause 11(4)(b), which specifies, in the interests of clarity, that the nominal value to be provided in respect of the subscriber shares is the nominal value of each share. I turn now to the requirement that subscribers’ names and addresses be provided. Subscribers are presently required to provide this information when they subscribe to the memorandum by virtue of the form of memorandum prescribed in regulations made under Section 3 of the 1985 Act: the Companies (Tables A to F) Regulations, 1985. This is carried forward in the current drafting of Clause 10. The new statement of capital and initial shareholdings envisaged by Amendment No. 5 no longer requires that subscribers’ names and addresses be provided. Instead, there is a power contained in subsection (3) of new Clause 11 to enable the Secretary of State to prescribe in regulations what information about identity should be provided for the purpose of identifying subscribers. I should add that we envisage that this power will initially be used to continue to require that the names and addresses of subscribers are provided. However, as now, the address need not be a residential address; a contact address is sufficient. Both the Serious Fraud Office and the Companies Investigation Branch have confirmed that this information is useful in combating fraud. We see no reason not to retain this requirement for the time being. The power will, however, provide additional flexibility for the future and should it be concluded that, for example, the requirement for subscriber addresses is no longer necessary, the power could be used to remove this requirement, or provide for alternative, or better information pertaining to the subscribers’ identity. I hope that that goes a long way to addressing noble Lords’ concerns. I beg to move.