Company Law Reform Bill [HL]

moved Amendment No. 443:"After Clause 623, insert the following new clause—" ““PART 21 A COMPANY’S ANNUAL RETURN DUTY TO DELIVER ANNUAL RETURNS (1)   Every company must deliver to the registrar successive annual returns each of which is made up to a date not later than the date that is from time to time the company’s return date. (2)   The company’s return date is— (a)   the anniversary of the company’s incorporation, or (b)   if the company’s last return delivered in accordance with this Part was made up to a different date, the anniversary of that date. (3)   Each return must— (a)   contain the information required by or under the following provisions of this Part, and (b)   be delivered to the registrar within 28 days after the date to which it is made up.”” The noble Lord said: My Lords, in moving Amendment No. 443, I shall speak also to Amendments Nos. 444 to 448, 495 and 497. The proposed new clauses in Amendments Nos. 443 to 448 replace the provisions in the 1985 Act which deal with the annual returns companies must make to the Registrar of Companies. The clauses retain the existing requirement for a company to file every year a return that, in effect, updates key information required for the public record. It is a relatively simple and effective way of ensuring that the public record is kept up-to-date. To minimise the burden on companies, Companies House provides most companies with a provisional return which already includes much of the current information held by the registrar and which is required to be included in the annual return. This helps the company concerned because it simply needs to check and amend its information, either on a computer screen or by marking up changes on a paper form. The majority of companies now perform this task on line. The clauses do not change the existing requirements as to what information is required, and they retain the power for regulations to change these requirements. However, this power differs from the existing power in that it specifically provides for regulations to make exceptions from the general requirements. At present, the annual returns of companies with shareholders are required to provide the names and addresses of all who hold shares in the company or did so during the year covered by the return, together with details of their holdings. When in future, as the Bill provides, companies will be able to apply to the courts to be relieved from the obligation to provide a copy of their register of members if it is not sought for a proper purpose, I fear it is inevitable that those who want members’ addresses for other purposes will look elsewhere and probably seek to get them from Companies House instead. We intend to use the power taken in Amendment No. 446 to prevent that. Subject to consultation, we propose that for private companies with a share capital, the prescribed details to be included in the annual return should exclude addresses of members. That information will still be available from the company, but only if it is sought for a proper purpose. For public companies, we propose that there be an exemption from the requirement for all members’ details to be included in the annual return if the prescribed information is provided for those who have held a significant holding during the year in question. Our consultation will also seek views on what the prescribed information should be. Amendments Nos. 495 and 497 are consequential to Amendments No. 443 to 448 and ensure the cross references are correct. I beg to move. On Question, amendment agreed to.