COMPANIES BILL [H.L.] (Hansard, 16 May 1907)

§ THE LORD CHANCELLOR (Lord LOREBURN)
My Lords, there are some Amendments which I have to propose at this stage. The first one is an Amendment which was on the Paper for the Report stage, but through some oversight was omitted. It does not affect the substance of the Bill, but merely provides that the reissue of a debenture or the issue of another debenture in its place under the section shall be treated as the issue of a new debenture for the purposes of stamp duty, but shall not be so treated for the purpose of any provision limiting the amount or number of debentures to be issued. It is one of those provisions required by the Treasury in order to prevent the evasion of stamp duty on the issue of debentures.

§ THE LORD CHANCELLOR
The other Amendments standing on the Paper are not in themselves of any importance, but are miscellaneous Amendments of the Companies Acts inserted in the; schedule. Our object is contemporaneously with this Bill to amend and consolidate the company law. Our scheme is to introduce a Consolidation Bill, pure and simple, and, as soon as this Bill is passed, and the other Bill brought in, then to include in the other Bill all the provisions 1072 of this Bill, which we shall repeal as soon as it is passed. That is the best way of separating what is new from what is merely consolidation. Originally it was intended that in the Consolidation Bill there should be certain minor Amendments proposed, but I objected on the ground that such a Bill ought to be a Consolidation Bill pure and simple. Therefore the changes, in themselves unimportant, which would otherwise have been inserted in the Consolidation Bill are now proposed in the form of a new schedule to this Bill. It is proposed to insert, after Clause 49, as a new clause— The Amendments specified in the Third Schedule of this Act, which relate to minor details, shall be made in the Companies Acts. That would appear at first sight an unscientific way of dealing with the matter, and some criticism has been made upon the form of words, as though it were an unusual form; but our only sin in this respect is the sin of plagiarism, for this wording appeared in the Land Registry Act. I think it is a convenient way of doing what will be admitted on all hands to be desirable.

§ THE LORD CHANCELLOR
The object of the first Amendment in Section 28 of the Companies Act, 1862, is to require a company to give notice to the Registrar of the reconversion of stock into shares in the same way as it now has to give notice of the conversion of stock into shares. The object of the second Amendment is to enable a person to require a copy of part only of the register, and to permit some charge being made for supplying the copy. The third Amendment is for the purpose of imposing a penalty on liquidators who fail to file a return 1073 showing the date of the final winding up. The fourth Amendment has reference to a reduction of capital and the liability of shareholders in connection therewith. The next Amendment is to allow an increase of the nominal amount of shares when unregistered companies are registered as limited companies; and the last Amendment is to repeal Section 7 of the Act of 1879, which has been in effect

THIRD SCHEDULE.
MISCELLANEOUS AMENDMENTS OF COMPANIES ACTS.
Enactment to be amended.	Nature of Amendment.
Companies Act, 1862 (25 & 26 Vict. c. 89), s. 28.	After the word "stock" there shall be inserted the words "or re-converted stock into shares."
	After the word "conversion" there shall be inserted the words "or re-conversion."
	After the word "converted" there shall be inserted the words or the stock re-converted."
s. 32	After the words "herein-before mentioned" there shall be inserted the words "or any part thereof."
	After the word "sixpence" there shall be inserted the words "or such less sum as the company may prescribe."
	After the words "hundred words" there shall be inserted the words "or fractional part thereof."
s. 143	At the beginning there shall be inserted the words "Within one week after such meeting."
	After the words "the same was held" there shall be inserted the words "The registrar on receiving such return shall forthwith register it."
Companies Act, 1867 (30 & 31 Vict. c. 131), s. 16.	After the word "paid" there shall be inserted the words "or (as the case may be) the reduced amount, if any, which is to be deemed to have been paid.''
Companies Act, 1879 (42 & 43 Vict. c. 76), s. 5.	For the words "in cases where no such increase of nominal capital may be resolved upon" there shall be substituted the words "either in conjunction with or without any such increase of nominal capital."
s. 7	The whole section except the proviso to sub-section (5) to be repealed.
—(The Lord Chancellor)