§ Where a firm, individual, or corporation having a place of business within the United Kingdom carries on the business wholly or mainly as nominee or trustee of or for another person, or other persons, or another corporation, or as agent for any foreign firm, the first-mentioned firm, individual, or corporation shall be registered in manner provided by this Act, and, in addition to the other particulars required to be furnished and registered, there shall be furnished and registered the particulars mentioned in the Schedule to this Act:
§ Provided that where the business is carried on by a trustee in bankruptcy or a receiver or manager appointed by any Court, registration under this Section shall not be necessary.
§ Mr. PRETYMANI beg to move to leave out the word "as" ["or as agent for any firm"], and to insert instead thereof the words "acts as general."
Sir H. DALZIELIs the hon. Gentleman going to provide on this Clause for the case to which he referred of corporations?
§ Mr. PRETYMANYes. This refers to corporations. What Clause 2 does is different from the whole of the rest of the Bill. Clause 2 applies to registration 207 for agencies. Clause 1 is the main operative Clause of the Bill, stating what firms are to register. Under Clause 2 firms having an agency are to register, and it appears to me that the word "corporation" ought to be taken out there. I think that point should be reserved. It is quite a simple point.
§ Mr. PRETYMANIn another place. It is a legal point. The effect of the Amendment is that the word "agent" standing by itself goes rather too far. If we say "every person who is acting as agent for any foreign firm," that might mean an agent in an individual transaction, and obviously a firm which only acts in individual transactions for a foreign firm should not be required to registeron that account. The expression "general agent," I believe, meets the case. I understand the legal definition of "general agent" is "one who has authority arising out of and in the ordinary course of his business or profession to do some act or acts on behalf of a principal in relation thereto or one who is authorised to act on behalf of the principals generally in transactions of a particular kind or incidental to a particular business." We require here that anyone who acts as a general agent, and is therefore habitually acting as agent, for a foreign firm will therefore have to be registered, but not if he is merely acting in one particular single transaction.
§ Sir F. BANBURYMy hon. Friend proposes to leave out the word "corporation" in another place. I am not familiar with the rules of order in another place, but is it not a fact that all that will go back to another place are the Amendments made here? That would be the custom here.
§ Mr. PRETYMANAnd in the other place.
§ Sir F. BANBURYThen all that will go back to-day are the Amendments which have been made in this House. If that is so, how can you alter the Bill itself? If it is necessary to leave out this word, it can only be done by recommitting the Bill.
Mr. DENNISSAs I brought this question forward in Committee I thank my 208 hon. Friend for making this Amendment, which I think will meet the views of commercial men generally. A general agent acts generally in all matters of business for his principal, but a special agent, of whom there are hundreds of thousands in this country, may only act for one and in-one particular transaction. By limiting: it to general agents you will reduce the hardship that the business community feel in this matter. With regard to the word "corporation," I have looked at it very carefully, and it strikes me that it ought to come out.
§ Mr. WATSONDo I understand that this Clause does not purport to make any addition to the firms which are required to register, but is merely intended to insist on additional particulars being furnished in the case where the firms bound' to register under Clause 1 act as agents generally for various firms or come within the purview of the Clause—in other words, that the Clause does not make any addition to the firms which are required to register under the Act? That is entirely-contained in Clause 1.
§ Mr. PRETYMANNo.
§ Mr. WATSONThen there may be a reason for corporations being added. That is what I want to get at. If Clause 2 does not add to the firms which. require to register but merely says that in the case of firms which are required to-register under Clause 1, but who act as-agents or nominees for other firms, they must give certain additional particulars, the word "corporation" seems surplusage. Take a firm which is really only a nominee for a German firm. It would require to register under Clause 1 surely. They are under it already. They are carrying on business in this country and? will require to register.
§ Mr. PRETYMANNo, not if they are-trading under their own name. Clause 1 says that people who are trading under any name other than their own true name have to be registered. Then Clause 2 says that people who are acting as general' agents for other people have also to be registered.
§ Mr. WATSONThat shows how very-much wider this Clause 2 is going to be, and it is very important surely that we should know whether corporations are intended to be brought in. It is really very much wider than Clause 1, which is to 209 enable people to say what their true name is, whereas Clause 2 is to make them, where they act as agents for someone else, not disclose the true position of the firm, but disclose whom they really act for. Surely it is vital that the House should realise what the purpose of this Clause 2 is. It seems to me now it is something very much wider and quite different from Clause 1. Clause 1 is to disclose the constituents of your firm, what their nationality is, and so on. Clause 2 is to disclose agency, or another firm altogether, when the first firm is really only a nominee. It is different altogether. Clause 2 as it stands would undoubtedly include corporations of every kind whatsoever—limited, joint stock, or otherwise—and it is very important that we should know whether that is what is intended or not.
§ The SOLICITOR-GENERAL (Sir G. Cave)I was not here when the discussion began, but I think I have heard enough of it now to enable me to offer some observations on the point. So far as regards Clause 2 as it stands, it plainly includes corporations of all kinds, including limited companies, and the object of it is that where anyone, whether an individual or a firm, carries on business here as agent for a foreign firm they shall register under the Act and give the proper particulars which are specified in the Schedule. To that I apprehend there can be no objection. There can be no reason why a company which carries on business as agent for a foreign firm should not be required to give particulars under this Act as well as to comply with the ordinary Companies Acts.
§ Sir G. CAVEIt refers to companies in Clause 2, the point I am dealing with, and there is no reason I can see why it should not. Therefore, so far as I can understand the matter, I do not see any reason for amending Clause 2. But there is the objection which is taken, I think with justice, that if a company has to register under Clause 2 it may then become subject to the new Clause which the House has just adopted. It may become subject to have its name changed by the Registrar, or rather it may enable the Registrar to require the name to be changed. There I see a difficulty because the question of changing the name is 210 always dealt with by special procedure under the Companies Acts. As to the-point being dealt with in another place, this will go to another place as a new Clause and there any Amendment may be made in the new Clause. Therefore it is right that you should leave Clause 2 as it stands and consider between now and the return of the Bill whether any Amendment is needed to the new Clause just passed.
§ Mr. JOYNSON-HICKSMay I point out the position we have got into. If two Germans come here and trade in the ordinary way as Jones and Brown they must register under the Bill. If they trade as Jones and Brown, agent for someone in Germany, they must register. But if these two same men register themselves as Jones and Brown, Limited, although, their real names may be German, they do not have to register under Clause 1, and all they have to register under Clause 2, in spite of what the Solicitor-General has-said, is their firm's name. Sub-section (f) of Clause 3 says, "Where the registration to be effected is that of a corporation, its corporate name and registered or principal office."
§ Sir G. CAVENo. Clause 2 refers to-registering something else. There are particulars in the Schedule.
§ Mr. JOYNSON-HICKSThe particulars in the Schedule only refer to the person for whom they are acting as nominees. What we want to find out is whom we are dealing with here. If Jones and Brown as a firm, being really two Germans Schmidt and anything else you like, are-trading here they have to register their names. Christian names, nationality and everything else. But if they form themselves into a limited company, if they are acting as nominees, they only have to register so far as they themselves are concerned. We want to know who Jones and Brown are and not for whom they are acting, and Jones and Brown as a limited corporation acting; for nominees under Clause 2 merely have to register their cororation name and their address, which everyone knows. They simply register as Jones and Brown, Limited, acting as agents for someone in Germany for whom they were nominees. The Bill gives no indication as to who Jones and Brown, Limited, really are, but if they are not limited the Bill gives full protection to British purchasers, 211 dealing with them. That is a slip, and, while I do not quite see the way to put it right at present, I ask my right hon. Friend to consider it, and see whether there is not some slight slip in the Clause.
§ 5.0 P.M.
§ Mr. BUTCHERAs I understand it, Clause 2 states that corporations have to register under certain circumstances, and the circumstances, under which a corporation must register is when it is acting as agent or nominee for someone else. In that case it has to register. The things they have to state are set out in the Schedules, namely, the names and addresses of the persons for whom they are acting as agents. My hon. Friend says, "Yes, but they have not to register particulars of their constitution." The answer to that is, if they are a limited company you will find out all that at Somerset House. The really important thing is to know who is behind them. We do not so much care what their name is, or what is the name under which they are carrying on business as a corporation. What we really want to know is, who is behind them; what is the name and nationality of the persons for whom they are acting? Under the Schedule of the Bill you get all those details. I think that is the scheme of Clause 2, and it seems to me quite a wise scheme.
§ Mr. PENNEFATHERI think that the right hon. Gentleman the Solicitor-General raised a point of very great interest and importance. I am afraid in doing so he has rather confused some of us. I would like one point made clear, and to ask for his guidance on this subject. I know of the case of an alien, I will not say an unfriendly alien, whose name is, we will say, J. B. Something or Other, and who has converted himself into? a limited company under the name of "So-and-So, Ltd.," omitting one of the Christian names. His identity is quite effectually concealed by the fact that he has omitted one of those Christian names, which happens to be a distinctively foreign one. Under this Bill will that firm, calling itself "So-and-So, Ltd.," which is not trading under its true name, but under a more or less assumed name, have to register, or will it be able to escape by the fact that this gentleman has partly abbreviated the name?
§ Sir G. CAVEThat company would not have to register under this Bill. It is under another Act altogether. Most of the speeches we have just listened to deal with matters that come under the Companies Acts. We are not able in this Bill to amend the Companies Acts That matter is deferred for later consideration. I think it is a great pity that we should mix up two matters.
§ Mr. PENNEFATHERI tried to get it made clear.
Mr. HENDERSONWith regard to the point raised by the hon. Member for Brentford (Mr. Joynson-Hicks), I would point out that Clause (2) says that:
"Where a firm carries on business as agent for any foreign firm," and adds that "there shall be furnished and registered the particulars mentioned in the Schedule to this Act."
The Schedule of the Act says:
"The present Christian name and surname, any former name, nationality, and, if that nationality is not the nationality of origin, the nationality of origin, and usual residence or, as the case may be, the corporate name of every person or corporation on whose behalf the business is carried on, provided that if the business is carried on under any trust and any of the beneficiaries are a class of children or other persons, a description of the class shall be sufficient."
I take it he would be called upon, if he is carrying on business for any foreigner, to give the name of that foreigner. I think when you come to the Schedule you may be able to put in a word or two, namely, "the enemy," "an individual," instead of the words there. In other words, I think the law is right.
§ Amendment agreed to.