§ [No.46.]
§ Insert the following new clause:
§ Companies with registered offices in Wales
§ .—(1) The memorandum of a company registered after the coming into operation of this section may, instead of containing the statement required by section 2(1)(b) of the 840 Act of 1948, contain a statement that the registered office of the company is to be situated in Wales.
§ (2) A company registered before the coming into operation of this section whose registered office is situated in Wales may, within the period of twelve months beginning with the coming into operation of this section, by special resolution alter its memorandum so as to provide that the registered office of the company is to be situated in Wales.
§ (3) Where after the coming into operation of this section a limited company is to be registered with a memorandum stating that its registered office is to be situated in Wales, the memorandum may, instead of stating the name of the company as required by section 2(1)(a) of the Act of 1948, state the name of the company with "cyfyngedig" as the last word of that name.
§ (4) Where the memorandum of a limited company states that its registered office is to be situated in Wales, the approval of the Secretary of State shall not be required for any change of the name of the company which consists only of substituting "cyfyngedig" for "limited" or vice versa.
§ (5) Where the name of a limited company has "cyfyngedig" as the last word of that name, the fact that the company is a limited company shall be stated in English and in legible characters—
- (a) in all prospectuses, bill-heads, letter paper, notices and other official publications of the company; and
- (b) in a notice conspicuously displayed in every place in which the company's business is carried on;
§ (6) Where after the coming into operation of this section a company is to be registered with a memorandum stating that its registered office is to be situated in Wales, the memorandum and articles to be delivered for registration under section 12 of the Act of 1948 may be in Welsh but, if they are, they shall be accompanied by a certified translation into English; and where a company has altered its memorandum as mentioned in subsection (2) above it may deliver to the registrar of companies for registration a certified translation into Welsh of its memorandum and articles.
§ (7) Any company whose memorandum states that its registered office is to be situated in Wales may comply with any provision of the Companies Acts requiring it to deliver any document to the registrar of companies by delivering to him that document in Welsh (or, if it consists of a prescribed form, completed in Welsh) together with a certified translation into English; but any document making or evidencing an alteration in the company's memorandum or articles and any copy of a company's memorandum or articles as altered shall be in the same language as the memorandum and articles originally registered and, if that language is Welsh, shall be accompanied by a certified translation into English.
841§ (8) Where a company has under subsection (6) above delivered a translation into Welsh of its memorandum and articles, it may when delivering to the registrar of companies a document making or evidencing an alteration in the memorandum or articles or a copy of the memorandum or articles as altered, deliver therewith a certified translation into Welsh.
§ (9) In this section "certified translation" means a translation certified in the prescribed manner to be a correct translation and any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.
§ Lord WINTERBOTTOMMy Lords, I beg to move that this House doth agree with the Commons in their Amendment No. 46. In addition, I wish to attach to it Amendments Nos. 58 and 63. This new clause was added to the Bill in Committee in the House of Commons in response to pressure for legislation to regularise the use of Welsh for Companies Acts purposes. Lord Reigate had earlier expressed disappointment that the Bill did not deal with this point. I believe that in fact this particular situation was covered under the 1973 Bill. The clause permits a company to state in its memorandum of association that its registered office is to be situated in "Wales" rather than in "England", and allows a company whose registered office is stated in the memorandum to be situated in Wales—and here I enter into a difficulty—to use the expression "Cyfyngedig" instead of "limited" as the last word of its name, and to deliver documents to the Registrar of Companies in Welsh. Provision is made to ensure that documents submitted in Welsh are accompanied by a certified English translation. Provision is also made for companies incorporated before the clause enters into effect to amend their memorandum so as to obtain the benefit of the new privileges. My Lords, this is an Amendment which peers into the future. I beg to move.
§ Moved, That this House doth agree with
§ the Commons in the said Amendment.— (Lord Winterbottom.)
§ Lord LYELLMy Lords, in the light of what the noble Lord. Lord Winter-bottom, has said—that we were peering into the future—so far as the use of Welsh becoming a commercial practice is concerned, I think this is certainly laudable and praiseworthy. However, 842 I think an entire articles of association or prospectus produced in Welsh might somewhat restrict the availability in the market of such shares. I wondered whether it was possible at this stage, while in no way wishing to disagree with any Amendment coming from another place—indeed, this particular Amendment we regard as an improvement to the Bill—for the noble Lord or for the Government, or possibly for the noble Lord the Lord Chairman, to give a precise definition of this Welsh word "cyfyngedig". Does it mean exactly the same as "limited" as we understand it in English? Of course, the noble Lord may be aware that there are other languages, the substantial use of which might become current in the United Kingdom, and that we might have commercial documents written in them; for instance, Urdu. Or even the Asian community here might wish to put out their own prospectuses for shares in their own language. But so far as Welsh is concerned, I should be grateful if the noble Lord could confirm that this Welsh word "cyfyngedig" does mean what I hope it means and what I believe the Government intend it to mean. But we approve very much of the new clause.