Company Law Reform Bill [HL]

moved Amendment No. 19:"Page 9, line 11, leave out subsection (2) and insert—" ““(   )   Where a company whose articles contain provision for entrenchment amends its articles and is required to send to the registrar any document making or evidencing the amendment, it must deliver with that document a statement of compliance.”” The noble Lord said: My Lords, the Bill as it stands provides mechanisms for registering alterations to a company’s constitution which are made by the company itself or by legislation. However, courts and other authorities have powers, for example, to alter companies’ articles in certain circumstances. At present, the Bill does not provide for the registration of such changes. The new clause after Clause 36 obliges companies to notify changes ordered by courts or other authorities to the registrar. Clause 18 provides that a company’s constitution includes not only its articles, but the various types of resolution and agreement listed in Clause 30(1). As it stands, Clause 36 requires a company whose constitution is altered by an enactment to re-file a copy of its constitution as altered with the registrar. This means that where, for example, a company’s articles are altered by an enactment, the company is required not only to file an updated copy of its articles reflecting that alteration but to re-submit a copy of its entire constitution. For the purposes of Part 3 of the Bill, a company’s constitution is defined in Clause 30 and this means that, as currently drafted, Clause 36 would require the company to also re-file any Clause 30(1) resolutions or agreements which it has already registered in addition to a copy of the articles as amended. Clearly this would serve no useful purpose and the amendment to Clause 36 avoids this by requiring registration of an updated version only of the part of a company’s constitution which the enactment has altered. The other amendments in this group are consequential on the introduction of the new clause that will come after Clause 36. The amendments to Clause 24 remove the need for a statement of compliance where provision for entrenchment is introduced by an enactment or the order of a court or other authority. There is no need for a statement of compliance in these circumstances because the authority for making any such changes is that of the court or other authority making the order and does not come from the articles themselves. The amendment to Clause 27 removes potential duplication of filing requirements between that clause and the new clause that will come after Clause 36, while also ensuring that there is no duplication between Clauses 27 and 36. I beg to move. On Question, amendment agreed to.