Company Law Reform Bill [HL]

moved Amendment No. 23:"Page 11, line 41, leave out from ““applies”” to ““must”” in line 42 and insert ““or (in the case of a resolution or agreement that is not in writing) a written memorandum setting out its terms,””" The noble Lord said: My Lords, as currently drafted, Clause 31 requires that a copy of every resolution or agreement to which Chapter 3 of Part 3 of the Bill applies,"““printed or in some other form approved by the registrar””," must be forwarded to the registrar within 15 days and recorded by her. In Grand Committee, the noble Lord, Lord Hodgson, asked whether ““approved”” meant the same as ““prescribed””, a term used elsewhere in the Bill, and we agreed to look at that requirement again. The resolutions and agreements to which Chapter 3 of Part 3 applies are listed in Clause 30. These are resolutions and agreements which affect a company’s constitution. As such, they are a matter of public record, so a difficulty arises in capturing them if they are not in written form. This is what the reference to ““approved”” in Clause 31 was primarily intended to capture, but on reflection we agree that this clause could have been clearer. The proposed amendment makes it clear that where an agreement or resolution which affects a company’s constitution is not in writing, a written memorandum is required to be forwarded to the registrar setting out the terms of the resolution or agreement in question. Requirements as to the form and manner of delivery of these memoranda, as they are for resolutions or agreements that are in writing, remain for the registrar to impose under Clause 689, which deals with the registrar’s requirements as regards documents delivered to her. I am grateful to the noble Lord for prompting us to look again at the clause and I hope that noble Lords will agree to this amendment. I beg to move. On Question, amendment agreed to. Clause 34 [Constitutional documents to be provided to members]: