REGISTRATION OF FIRMS BILL. [H.L.] (Hansard, 19 January 1916)

§ LORD SOUTHWARK
My Lords, the Bill to which I am asking your Lordships to grant a Second Reading to-day is entitled the Registration of Firms Bill, and I will endeavour as concisely as possible to make your Lordships acquainted with its contents. Its object is to ensure that every film carrying on business at any place in the United Kingdom under a trade name which does not consist of the full names of all the partners without any addition, and every person carrying on business at any place in the United Kingdom under any trade name consisting of or containing any name or addition other than the full name of that person, shall register, in the manner directed by this Bill, the name under which their or his business is or is intended to be carried on. I may say that the Bill would not apply to individuals trading under their own names either singly or with partners, so long as all the names with no addition appeared. There are certain old firms who trade under their own name but with new partners—in that case, of course, the names of the partners would have to be registered.
The manner and particulars of registration are plainly and clearly set forth in the Bill. Where a firm or person carries on business under two or more trade names, each of those trade names must be registered; and where a firm carries on business in the United Kingdom and also abroad, the name of any foreign partner must be included in the statement, whether he is a British subject or not. The statement required on registration must either be signed by the person or by all the members of the firm to be registered, or, in the case of a firm, must be verified by a statutory declaration made be a member of the firm or intended firm. There are also clear arrangements devised to deal with the alteration or reconstitution of firms. There are to be penalties 950 for default in registration or for false statements known to be false. A Register and Index will have to be kept, and the Registrar of Joint Stock Companies will be the Registrar. The Bill would be worked under the Board of Trade; there would be small registration fees, and the Board of Trade would have the general conduct and regulation of registration under this Bill. That is, condensed into a small compass, the object of this Bill.
I ask your Lordships to grant the Bill an unopposed Second Reading and to pass it rapidly through this House, and I may state that I am expressing the practically unanimous view of the whole commercial world when I say that the measure is really urgent. I speak as Vice-President of the Associated Chambers of Commerce and also as President of the London Chamber of Commerce. The Executive of the London Chamber of Commerce and the Council of the Associated Chambers of Commerce, which represent the trade and commerce of the country, are unanimous in their desire that this Bill should become law. In fact, in ordinary times they have urged the Government to pass the Bill. Unfortunately, however, this has been one of those measures that have been neglected in the past, and on all sides expressions of regret at the non-passing of the Bill can he found. But now in this time of war, when we have to deal with unscrupulous enemies, it is all the more important that the names of those who constitute firms should be made known. It is now pretty clear to the whole world that Germans and Austrians were forewarned of the war, and in innumerable cases changed their German and Austrian names into either English or French, or styled themselves under a commercial or trade title. I am sure your Lordships will agree that it is eminently desirable that traders should know, not only in their own interests but in the interests of the nation at large, especially in time of war, with whom they are dealing.
The practice of trading under assumed names has greatly developed during the past few years, and it is more and more impossible for traders to gain accurate information as to the names of partners in firms. This is a matter of such common notoriety that I need not trouble your Lordships with details as to what is going on in trading under assumed names. I could have brought with me a long list 951 of cases as illustrations, but I did not think it necessary. I am certain that the noble Duke the Civil Lord of the Admiralty, who I understand will state the view of the Government regarding this Bill, has a full knowledge of the matter himself. I may, however, mention that I have heard of one man who trades under three names, all his own. They are two Christian names and one surname, and he trades under each as a surname. We also know full well that our enemies have been hiding themselves in all directions and doing their best to make money out of the war.
In 1912 my noble friend Lord Rotherham—I do not see him in the House at the moment—succeeded in getting a Second Reading for a similar Bill; and he was satisfied by a promise that was made to him that there should be a Select Committee to consider the Bill. I cannot, however, find that a Select Committee was ever formed, or that the matter has been dealt with at all since that date. The noble and learned Earl opposite, Lord Halsbury, brought before your Lordships' House the other day a Bill dealing with companies of enemy character, which received a cordial reception. My Bill deals with firms, and though it is important to know who compose companies it is just as important, perhaps more important, to know who compose firms. Further, information with regard to companies is more available than information with regard to firms, because all companies and their shareholders are registered. As regards firms, that is not the case. Matters are, as I have said, really urgent. The business men of the country are crying out for a remedy, and their practical knowledge of their own requirements ought not to be ignored by the Government.
I hope that the Government will support the Second Reading of the Bill, and will not suggest, any dilatory proceedings with regard to its further stages. And if the Bill passes through your Lordships' House, I trust that the Government will facilitate its passage through the other House. I know that if the Law Officers of the Crown and one or two permanent officials of the Home Office and the Board of Trade would meet and go through the Bill they would recognise its desirability, though they might suggest practical Amendments which I have no doubt the commercial world would gladly accept. I hope that this will not be looked upon as a Bill brought before 952 your Lordships' House to enable me to make a few observations and secure a little publicity. I want nothing of the sort. What I desire is to secure the passage of a Bill of a practical character, the need for which is keenly felt by the commercial community. Every one is doing all he can to secure the bringing of the war to a successful conclusion, and one way to do that would be to find out where we have enemies in the commercial world. It will be too late for this purpose if the Bill is put off until next session. Therefore if the noble Duke should propose that the Bill should be referred to a Committee, I would suggest that it should be a Joint Committee of Lords and Commons formed to sit during the recess. I see present my noble friend Lord Desborough, who preceded me in the presidency of the London Chamber of Commerce, and I am sure he will be able, if necessary, to confirm all that I have said with regard to the urgent importance of this Bill. I beg to move.

§ THE CIVIL LORD OF THE ADMIRALTY (THE DUKE OF DEVONSHIRE)
My Lords, I regret that I am not able to give very much comfort to my noble friend. It is impossible for His Majesty's Government to do anything to assist the passage of this Bill. The attitude taken up officially when the measure was last before your Lordships' House, on its introduction by Lord Rotherham, was that the Government then stated that, they would not oppose the Second Reading on condition that the Bill was referred to a Select Committee, with the further proviso that no charge was to be placed upon public funds for the working of the Bill. No doubt had such a list as the Bill proposes been in existence, it might have been of some value at the present moment; but it would be a very serious undertaking, when every Office has its hands already full, now to compile a Register of the kind contemplated. Not only would it be adding considerably to the work which the Departments have already in hand, but I very much doubt whether in the long run the proposed Register would be of any real or practical value. I am quite prepared, however, not to offer any opposition to the Second Reading of the Bill. But I must point out to my noble friend that it is quite impossible at this period of the session for the Government seriously to consider the taking up of the 953 Bill and getting it through the House of Commons. Although the noble Lord deprecated any mention of a Select Committee, I would call his attention to the Let that the Bill contains a certain number of pitfalls which require to be carefully and fully examined. The course which I suggest is that the Bill should be reintroduced again in another session with a view to its being referred to a Select Committee, who could investigate it and report upon it. As I have said, I cannot give the noble Lord any undertaking, should he succeed in getting the Bill through your Lordships' House this session, that facilities will be found in another place for passing it into law.

§ LORD SUMNER
My Lords, I read this Bill with considerable surprise, and it was with still greater surprise that I heard the statement of the noble Lord who introduced it that its object is to win the war. I have heard a good many suggestions as to how to do that—an end which nobody seems able to achieve—but to my mind this is the most extraordinary of all.
If your Lordships have not considered the clauses of this Bill may I draw your attention to what it proposes to do? It would enact that from and after the commencement of the Bill every firm carrying on business at any place in the United Kingdom under a trade name which does not consist of the full names of all the partners without any addition should be bound to register a statement in writing is to contain, among other particulars, the full name, usual residence, and other occupation, if any, of the person or persons carrying on or intending to carry on the business; and the penalty for failing to do this is summary conviction as for a criminal offence and a liability to a fine not exceeding £I for every day during which the default continues—a fairly drastic punishment for nut putting upon a Public Register what, is emphatically your own private business. It is laid clown in the Bill that there shall be paid out of moneys to be provided by Parliament such remuneration in respect of the duties performed under the Bill as the Treasury may assign; and when the Public Department concerned has compiled a Register containing some thousands of names of persons who are partners in businesses, then, peradventure, somebody may or may not hunt through that list and discover a German. What he will do with 954 him when he has found him I do not know. I do not gather that the Bill provides for any useful object to be served by that discovery.
I understand from the observations of the noble Lord in moving the Second Reading of the Bill that one object is to enable men of business to know with whom they are trading. Surely it is a very simple matter for them to inquire and find out with whom they are trading. This Bill would prevent anybody being a secret partner in any business whatsoever, and it would enable every person who chose to do so to inspect the Register on payment of such modest fee as the Treasury may prescribe, not exceeding a shilling for each inspection, and to read the constitution of firms with which he has nothing to do, to find out who the members in them are, and, as I should have thought, to intrude into other people's business. Although it may sound contrary to commercial morality not to divulge the full list of partners in a firm, we know that ever since there have been firms carrying on business there have been a large number of persons who, for excellent, reasons best known to themselves, do not wish their share in the partnership to be known. Take the great class of persons who have retired from active partnership but who have left; money in the business. Why should it be necessary to have an accessible Public Register of the names of all these persons so that any one who chooses, for whatever purpose, may ascertain other people's business? I have the deepest sympathy—I claim no virtue for it—in the supposed object of the Bill of winning the war and I would fain add in any way that. I could to the attainment of that object; but as it seems to me, speaking as a lawyer and as one who once thought he knew something about business, that this Bill cannot promote the conclusion of the war but can only tend to load the Statute Book, if it ever gets there with an Act constituting another Public Department, I trust that your Lordships will think twice before even giving the Bill a Second Reading.

§ LORD PARMOOR
My Lords, I should like to confirm what has been said by my noble and learned friend Lord Sumner. There have been several instances in Which I have taken exception to what I have described as panic legislation, but this Bill is the most absurd of all Bills supposed to be connected with matters of the war.

§ LORD SOUTHWARK
It was, perhaps, a little rhetorical slip on my part in referring to the war. I did so only as an illustration.

§ LORD PARMOOR
That makes the matter still worse. Assuming that the noble Lord's observations about the war were mere rhetoric, there is no reason whatever why an inquisitive Bill of this kind should be passed. Not only is it an inquisitive Bill without any justification, but one of its clauses provides that if a person commits a misdemeanour by not giving correct information under the Bill he is subject on indictment to imprisonment, with or without hard labour, for a term not exceeding two years! The only measure that I know of that is in the least like this is the Moneylenders Act, because it was thought that in the business of moneylending special inquisitorial inquiries of the kind might be made. The noble Duke, speaking for His Majesty's Government, has not given much encouragement, I am glad to think, for the further passage of this Bill; but I hope that no Bill of this kind will be accepted by your Lordship's House until there has been a proper Committee appointed to inquire into its clauses. If the Bill is pressed in its present form, I shall certainly divide against the Second Reading.

§ LORD JOICEY
My Lords, I cannot understand what objection there can be to the partners in a private concern being known when it is compulsory for every concern which trades as a limited liability company to have a complete Registe which can be examined by anybody who wishes to do so. This Bill is regarded as of value in commercial quarters, and resolutions have been passed again and again in its favour by the various Chambers of Commerce. Personally I prefer to accept the opinion of commercial men as to what is of importance in commercial matters rather than the opinion of lawyers. I think the Bill would be a useful measure, and, as I say, I cannot see why there should be any serious objection to it. With regard to the question of the war, I do not think that really has anything to do with the case, because this Bill has been before the Chambers of Commerce for many years. The Bill, in my opinion, would be a useful one, and I hope that your Lordships will at any rate give it a Second Reading. Then if, in the opinion of these distinguished lawyers, it is necessary that it 956 should go to a Select Commitee, I feel sure that the promoters of the Bill would have no hesitation whatever in agreeing to that course so that each clause could be carefully examined.