HC Deb 15 December 1908 vol 198 cc1725-37

Considered in Committee.

(In the Committee.)

Clause 1:

MR. JOYNSON-HICKS moved the omission of Clause 1, as a protest against taking a Bill of this complexity at the fag-end of a long session. He had no wish to inconvenience the right hon. Gentleman the President of the Board of Trade, who was in charge of the Bill, but he submitted that after the length of time they had been kept in that House during the autumn session, and the time which had been wasted in discussing Bills acceptable to nobody, they ought not to be asked to deal with a matter of this importance in so hurried a manner. Most of this Bill was entirely admirable, but in it there were certain points which undoubtedly required careful discussion. To put the Bill down at 12.30 at night at the end of a long session was not treating the House fairly. There had been ample opportunity in the course of the session of putting the Bill before them; at any rate there might have been those opportunities if the Government had not wasted their time, if they had not brought in compromises which were not compromises. He did not want to obstruct the Bill. He did I not want to move the omission of 296 clauses one after the other as he would be perfectly entitled to do, but he did suggest to the right hon. Gentleman in charge of the Bill that as there was not very much before the House on Wednesday he should take it during the evening sitting of that day, so that they might discuss it not at any great length perhaps, but at any rate, in a manner which would ensure that the important provisions of the measure would not escape the attention of Members of the House.


The hon. Member who has just spoken is not unconcerned with the great and stately fabric of the law, and I should have thought he would have desired to interpose no unnecessary opposition to a measure which, I venture to say, is entirely uncontroversial in the most extended interpretation of the term, and which can only have this result: the simplification, co-ordination, and consolidation of a very complicated branch of our jurisprudence. The hon. Gentleman knows that the Committee which has been engaged most laboriously for many days in consolidating the various Acts dealing with Company Law have had only one object before them, namely, to reproduce the existing law in a compendious and convenient form. No other object whatever has been pursued by that Committee during their investigations. It is not possible to imagine a Committee which would command more weight and more authority in all quarters of the House. The Lord Chancellor, the ex-Lord Chancellor, the hon. and learned Member for the Kingston division, Lord Balfour of Burleigh, Lord James of Hereford—all men most eminent in that sphere of the law—and members of every party have laboured together simply to reproduce the existing law in a compendious Act. It is quite true that it is an enormous Bill when printed, but in effect it is nothing but a convenient reproduction of existing statutes, and that being so, I am quite sure the hon. Gentleman will not wish at this hour of the night to make party points against the Government upon what is uncontroversial business, but will assist us in crowning our labours with as great a fruition of success as is possible under the circumstances.


said he sympathised with his hon. friend, but at the same time he hoped his hon. friend would not persist in his Amendment. He (Mr. Cave) was a member of the Joint Committee to which this Bill and also the Post Office Consolidation Bill were referred, and he could assure hon. Members that they took scrupulous care simply to reproduce the Acts as they now existed and to make the Bill not in any sense an amending Bill but purely a Consolidation Bill. Whether they had succeeded or not it was not for him to say, but he knew they tried and were assisted by very able representatives from the Departments. He did not think his hon. friend would find in the Bill any real change in the law, and it would be of great assistance to everyone to get all the statutes in one Act. The only Amendments proposed in the Bill were in respect of former alterations made in the wording of earlier Acts for the purpose of making this Bill one consistent whole. He was not concerned with the Amendments which were put on the Paper since the Committee sat, but he had read them very carefully in conjunction with the Bill, and they seemed to be entirely necessitated by the fact that six months had elapsed since the Committee sat. He hoped therefore the Amendment would not be persisted in.


said he did not want to delay the Committee, but he really felt that the House was put in a difficulty in regard to this measure of consolidation. There could be no doubt as to the abilities and impartiality of the Committee who laboured long to consolidate in one whole the great mass of law which affected companies. Although the Committee had done its best, and no one could doubt for a moment it was a good Bill, still it was impossible to say whether or not there were any changes in the law of a vital character, and the position in which they found themselves by the procedure on all Consolidation Bills was that, although a mistake or a slip in it might be of the greatest consequence, the Bill was in effect withdrawn from the consideration of the House of Commons and was handed over lock, stock, and barrel to a Committee upstairs. This was a matter for the House, and for his part he could not really regard as satisfactory procedure of this kind. He believed that with the greatest ability in the world they could not consolidate great masses of intricate statutes on a subject of this nature without in effect altering the law in one or more particulars. If that be so, it followed quite clearly that this was a procedure which really did inflict a serious injury upon the control of the House of Commons over legislation, and for his part, although he did not know whether his hon. friend would persist in his Motion, and he did not know that he (Mr. Bowles) desired it, he nevertheless felt bound to protest against the assumption that all Consolidation Bills, because they were called Consolidation Bills, were to be removed automatically from the real consideration of the House of Commons. It was because that was the course which had been followed to-night he should feel bound to support his hon. friend if he went to a division.


said the hon. Member for North-West Manchester no doubt was regarded on the Treasury Bench as an awful example of Parliamentary perversity, but they knew that although Ministers came down and pretended to know all about a Bill of this kind, all the work had been done by distinguished Peers and Members of this House. The Government had not sacrificed any trouble or even put at risk any of its own time, and had brought forward the Bill at a time when a mere handful of Members could destroy it. Yet they knew that this piece of legislation would be trumpeted forth on platforms in the country as due entirely to the labours, profound knowledge, and technical skill of the denizens of the Treasury Bench.

MR. THEODORE TAYLOR (Lancashire, Radcliffe)

said that they did not trumpet forth this kind of thing, and if they tried to do so the country would not give them credit for a great Consolidation Bill. It did not count for anything. It was simply a good piece of right down solid work which he wanted to thank the Committee for producing.


said he had not the slightest hostility to the Bill. This was a part of the law in which he personally took great interest, and had done so for years past. He was quite convinced that the passing of the Bill would be exceedingly advantageous to lawyers and the public generally. He made his protest against the mode in which this legislation was conducted. Having made that protest he was perfectly prepared to withdraw the Amendment, only he ventured to suggest to the Treasury Bench that they should not take any more Bills after this one tonight.


said he generally endeavoured to meet the views of the Opposition as far as possible in connection with the work to be got through at this period of the session. The Government had a large number of Orders on the Paper, and they had only a few days to get through the work. They had endeavoured not to take many of these Bills before owing to the representations of the Opposition that they did not wish the eleven o'clock rule suspended. Now that the eleven o'clock rule had been suspended, really with a view of passing these Bills in the remaining nights of the session, he approached the Opposition each day, and arranged with them so far as possible the Orders which they thought might reasonably be got through. The Orders they had arranged to-night were the Companies Bill, the Criminal Appeal Bill, and the Second Reading of the Irish Constabulary Bill, and perhaps the House would like to take the Lords' Amendments to the Local Authorities (Admission of the Press) Bill, a private Member's Bill, in which case the Government certainly would not interfere. But he asked that the arrangement which had been entered into to proceed with the three Government Bills he had named would be adhered to.

MR. FORSTER (Kent, Sevenoaks)

said he was sure the Opposition desired to meet the hon. Gentleman so far as it was possible to do so. The hon. Gentleman always approached them in a spirit of perfectly good temper, and always adhered to any arrangement made in perfectly good faith. But he thought the hon. Gentleman in the observations he had just addressed to the Committee made one little slip, which he was sure he need only point out for it to be acknowledged. The Opposition had never suggested that arrangements might be made to suit their convenience in order that the eleven o'clock rule might not be suspended. They were not very great admirers of a rule under which the proceedings were adjourned at eleven o'clock. He did not think they had, so far as he knew, put it forward that they would meet the requirements of the Government in order to go to bed at the early hour of eleven o'clock; but he was bound to say that his right hon. friend the Member for West Somersetshire told him that he had agreed with the Government that he, at any rate, would offer no opposition to the taking of the Orders which the hon. Gentleman had just mentioned, and he (Mr. Forster) was quite sure his hon. friends would adhere to the arrangement.

Clauses 1 to 93 agreed to.

Clause 94:


I move the omission of this clause. The reason is quite simple. When the Bill was drawn it was hoped that it would come into operation on 1st July, 1908, and this clause declares that certain statements should be sent to the Registrar of joint stock companies within three months of the passing of the Act. The omission of the clause will enable the legislation to be brought entirely up-to-date.


said this seemed exactly to be a point which bore out his contention that mistakes would be certain to occur in a Bill of this kind. Here was a clause which set out what was the ordinary law at this moment, making it the duty of a company within three months after a certain date to send a statement to a registrar. That date was passed, and, therefore, it clearly ought to be amended. But suppose the clause was cut clean out as the right hon. Gentleman suggested, would that make no alteration in the law?


None whatever.


asked in that case whether they were to understand that the law as it stood when this Bill was drafted, did not include the provisions of this clause.


This clause was in the Act of 1907. The Act of 1907 provided that certain things should be done before 1st July, 1908. The Act of 1907 is now spent, but at the time this Bill was introduced the Act of 1907 was not spent, and it was anticipated that this Bill would be passed before it was spent. The time within which these things had to be done has now passed, and, therefore, the clause has become superfluous, and this condition is no longer required. It makes no difference in the Bill.

Question, "That Clause 94 be added to the Bill," put, and negatived.

Clause 95:

Amendment proposed— In page 57, line 13, to leave out subsection (2)."—(Mr. Churchill.)

Clauses 96 to 101 agreed to.

Clause 102.

Amendment proposed— In page 59, line 17, after the word 'and,' to insert the words 'the register of mortgages shall also be open to the inspection.'"—(Mr. Churchill.)

Clause, as amended, agreed to.

Clauses 103 to 203 agreed to.

Clause 204:

Amendments proposed— In page 105, line 20, after the word 'sections,' to insert the words 'one hundred and forty-seven.'"—(Mr. Churchill.) In page 105, lines 30 and 31, to leave out the words 'one hundred and fifty.'"—(Mr. Churchill.) In page 105, line 31, after the word '(10),' to insert the words 'one hundred and fifty-two."—(Mr. Churchill.) In page 105, line 35, to leave out from the word 'sixty-two,' to the word 'but,' in line 37, and to insert the words 'one hundred and seventy-three, and one hundred and seventy-five.'"—(Mr. Churchill.)


asked what was the meaning of these Amendments.


Some alteration has taken place in the number of the clauses, and this is merely to ensure numerical accuracy.

Amendments agreed to.

Clause, as amended, agreed to.

Clauses 205 to 274 agreed to.

Clause 275:

Amendment proposed— In page 144, line 4, to leave out from the word 'which,' to the word 'establishes,' in line 6."—(Mr. Churchill.)

Question proposed, "That the words proposed to be left out stand part of the Clause."


said he would like an explanation of this Amendment.


This clause requires certain things to be done by foreign companies within three months of 1st July, 1908, and the Amendment is necessary because that period has expired.


said the clause required that every foreign company which had a place of business in Great Britain should do certain things, but as amended, it would only apply to companies established after the passing of that Act. The effect of the Amendment was to exempt firms setting up in this country, before 1st April, 1909.


If my hon. and learned friend refers to the clause he will see that it makes no alteration in the law, except to eliminate the period which has been spent. If he considers the three Amendments he will see that every company incorporated outside the United Kingdom must do certain things within one month of setting up a place of business in this country. The words which it is proposed to omit, deal only with special legislation.

MR. COURTHOPE (Sussex, Rye)

said there would be a period of nine months, from 1st July to 1st April, when the Act came into force. Surely that required explanation. This clause would be inoperative if businesses were established during those nine months.


Whatever had to be done under the old Act has been done in three months from 1st July, and that period has now expired.


said he was not a lawyer, but he felt that the Amendment made a difference. The clause said before it was amended that companies incorporated outside the United Kingdom, which on a certain date had a place of business in the United Kingdom must do certain things. By the Amendment they would be confining the clause to companies incorporated in the United Kingdom, whether or not on the 1st July they had a place of business in the United Kingdom. There might be no alteration in fact, but there was an alteration in the category of the companies to which the particular provision referred. As the clause stood unamended the category consisted of companies outside the United Kingdom which had a place of business in the United Kingdom. But as the clause stood it would apply to companies whether they had a place of business in the United Kingdom or not.


The hon. Member says that the clause unamended affects companies which do not appear in the clause amended. That is correct in one respect, the clause as unamended imposes certain things which have to be performed in a certain time. All these obligations have been performed, and therefore legislation is no longer necessary. It was necessary for these companies to deposit a copy of their charter, but the time for that has now gone. If they have not done so they can now be proceeded against. The repeal of the statute does not affect the validity of anything in it with regard to the part to which it applies.


said the point which required clearing up was whether if in the next week a company was established it would be absolutely free from the provisions of that Bill which could not come into force for six or seven months. Would not that company also be free from the provisions of any Bill?


That is another point. This clause as it stands imposes an obligation on companies which are established after it comes into force. A company established next week would come under the Act immediately the Act came into force. Before this Act comes into operation companies are under the existing Act, there is no interregnum.

Amendment agreed to.

Amendments proposed— In page 144, line 7, to leave out from the second word 'within,' to the word 'one,' in line 8."—(Mr. Churchill.) In page 144, line 9, to leave out the words as the case may be.'"—(Mr. Churchill.)

Agreed to.

Clause, as amended, agreed to.

Clauses 276 to 295 agreed to.

Clause 296:

Amendment proposed— In page 153, line 13, to leave out the word 'January,' and to insert the word 'April.'"—(Mr. Churchill.)

Agreed to.

Clause, as amended, agreed to.

MR. CHURCHILL moved to insert, after Clause 275, an additional clause to provide that a company incorporated in a British Possession, which had filed with the registrar of companies the documents and particulars specified in the foregoing section of the Bill, should have the same power to hold lands in the United Kingdom as if it were a company incorporated under the present Act. The right hon. Gentleman explained that there was an Act already on the Statute-book giving a company incorporated in a British Possession the same power to own land in the United Kingdom as if it were a company incorporated in the United Kingdom. This was a Bill to facilitate colonial companies holding lands in this country, and it was desirable to incorporate this statute in this consolidation Bill, and thus make the consolidation as complete as possible.

Amendment proposed— In page 144, after Clause 275, to insert the following clause: 'A company incorporated in a British Possession which has filed with the registrar of companies the documents and particulars specified in paragraphs (a), (b), and (c) of subsection (1) of the last foregoing section shall have the same power to hold lands in the United Kingdom as if it were a company incorporated under this Act.'"—(Mr. Churchill.)

Agreed to.

Schedule 1:

Amendments proposed— In page 169, line 24, after the word 'sections,' to insert the words 'one hundred and twelve and.' In page 169, lines 24 and 25, to leave out the words 'and one hundred and fourteen.'"—(Mr. Churchill.)

Amendments agreed to.

Schedule 1, as amended, agreed to.

Schedule 2 agreed to.

Schedule 3:

Amendments proposed— In page 179, line 23, after the word 'Companies,' to insert the word '(Consolidation).' In page 180, line 3, after the word 'sections,' to insert the words 'one hundred and twelve and.' In page 180, line 3, to leave out the words 'and one hundred and fourteen.'"—(Mr. Churchill.)

Agreed to.

Schedule 3, as amended, agreed to.

Schedule 4 agreed to.

Schedule 5:

Amendment proposed— In page 187, to leave out line 15."—(Mr. Churchill.)

Agreed to.

Schedule 5, as amended, agreed to.

Schedule 6:

Amendment proposed— In page 189, line 15, at end, to insert the words '8 Edw. VII., c. 12—The Companies Act, 1908—The whole Act.'"—(Mr. Churchill.)

Agreed to.

Schedule 6, as amended, agreed to.

Bill reported; as amended, to be considered To-morrow.