Company Law Reform Bill [HL]

moved Amendment No. 37:"Page 42, line 30, leave out paragraph (a) and insert—" ““(   )   where no application under section 98 for cancellation of the resolution has been made— (i) having regard to the number of members who consented to or voted in favour of the resolution, no such application may be made, or (ii) the period within which such an application could be made has expired, or”” The noble Lord said: My Lords, in Grand Committee, the noble Lord, Lord Hodgson, eloquently argued—that is what it says in my speaking note—that it should be unnecessary for the registrar to wait for the expiry of the 28-day period, during which dissenting shareholders can apply to the court to cancel a resolution for the re-registration of a public company as private limited, where it was clear that there were insufficient dissenting shareholders to make such an application to the court—for example, because more than 90 per cent of the shareholders voted in favour of the resolution. Amendment No. 37 is designed to address that point. It will permit what we understand to be the registrar’s present practice of processing an application for re-registration from public to private limited within the 28-day statutory period where it is clear that an application to cancel the resolution is incapable of being made. The second amendment in this group—Amendment No. 38—is designed to address a further point that was made by the noble Lord during the debate in Grand Committee. The concern is that, where there are sufficient dissenting shareholders to object to the re-registration, the registrar has developed a practice of delaying the re-registration process beyond the 28-day statutory period during which shareholders can object. This practice has developed because the registrar may only hear about such an application to cancel the resolution for re-registration from public to private limited when she receives notice—currently under Section 54 of the 1985 Act—from the company, and the company itself may not find out that such an application to court has been made until after the expiration of the 28-day period. To ensure that the registrar can know about last-minute applications to the court, she delays registrations for a further period, to allow time for such notifications to be made. Amendment No. 38 addresses those practical difficulties. It requires the dissenting shareholders, on making an application to the court to cancel the resolution for re-registration from public to private, to give notice direct to the registrar. The aim here is that the registrar should then be able to re-register the company without undue delay, provided that there has been no notification about an application to the court by the applicants or the company. I trust that these amendments address the noble Lord’s concerns. I am grateful to him for raising these matters in Grand Committee. I beg to move. On Question, amendment agreed to. Clause 99 [Notice to registrar of court application or order]: