HL Deb 19 March 1981 vol 418 cc878-95

4.28 p.m.

Committee stage resumed on Clause 23.

Lord Lloyd of Kilgerran moved Amendment No. 62A:

Page 30, line 36, at end insert ("; and (f) Societies registered under the Industrial and Provident Societies Act 1965.").

The noble Lord said: The noble Lord the Chairman of Committees, Lord Aberdare, has received a letter from the noble Lord, Lord Mottistone, explaining that he is unable to be present and asking whether I might substitute for him, with the leave of the Committee. This is another amendment to Clause 23 which concerns the kind of indexes which the Registrar of Companies should maintain. Amendment No. 62A seeks to add to that list that there should be an index in relation to societies registered under the Industrial and Provident Societies Act 1965. When I accepted the invitation of the noble Lord, Lord Mottistone, to move this amendment I did not realise that I may have an interest in the Industrial Provident Societies Act because I am chairman of a charitable society which is registered under that Act (or its previous Acts); namely, a charitable society which is responsible for the activities of Bembridge School in the Isle of Wight and of Brantwood, the house and estate of John Ruskin on the shores of Lake Coniston, which is maintained open to the public for seven months of the year.

The effects of this amendment would be to require the Registrar of Companies to include on the index of names the names of societies registered under the Industrial Provident Societies Act. The purpose of the amendment is to ensure that companies cannot be registered in a name identical to that of a body corporate taking the form of a society. Like companies, societies have limited liability and there is usually nothing in the name indicating that they are not limited companies. I beg to move.

The Lord Advocate (Lord Mackay of Clashfern)

We can see the merit of this amendment which the noble Lord has proposed and we should like to consider it further.

Lord Lloyd of Kilgerran

I am very much obliged to the noble and learned Lord the Lord Advocate for agreeing to consider this amendment, and, in those circumstances, I beg leave to withdraw it.

Amendment, by leave, withdrawn.

Lord Lyell moved Amendment No. 63: Page 30, leave out line 40 and insert ("do not appear to the registrar not to have a place of business in Great Britain.").

The noble Lord said: I beg to move the amendment standing in the name of my noble friend Lord Trefgarne. In so doing I should like to explain its purpose, which is to improve the effectiveness of a particular definition which relates to what we call overseas companies, whose names have to be included upon the statutory index. The Bill which is before us this afternoon states in Clause 23(2) that the registrar would be placed under a very strict obligation to do one particular thing; namely, to act on some information which he might well not be able to find out and that information would be that the particular overseas company was actually carrying on business in Great Britain at that time.

Section 407 of the 1948 Act requires oversea companies which establish a place of business in Great Britain to register with the Registrar of Companies certain particulars and to deliver to him certain statutory documents. These documents may imply that business is being carried on, but there is no certainty in this and the only firm criterion is where a place of business of an oversea company is established.

The reason for the double negative in the Bill is that in certain cases the registrar may not readily be able to ascertain when the company ceases to have a place of business. This amendment proposes that, in such doubtful cases, the company's name shall be retained on the index and if there was certain and firm evidence that this company no longer had a place of business then the name could be removed. It is with that in mind that I beg to move the amendment.

Lord Bruce of Donington

I should like to question the noble Lord a little on this amendment. If this amendment is carried in the form in which it is now set down and the entire line 39 is eliminated—because that is what the amendment says, "leave out line 39".

Lord Lyell

No, line 40.

Lord Bruce of Donington

I am sorry, but I have line 39 on my Marshalled List. I refer to page 2 of the second Marshalled List of amendments, where it says, under Amendment No. 63, page 30, leave out line 39 and insert ('do not appear to the registrar not to have a place of business in Great Britain')". If those words as printed are inserted in the text of the Bill, with the greatest possible respect, the subsection makes no sense at all, aside from the question of the double negative which has already been referred to.

Lord Lloyd of Kilgerran

I may be able to help, because in the first Marshalled List it was line 40 and not line 39. There is quite clearly a printing error of some kind.

Lord Lyell

I apologise to your Lordships for the slight pause. I hope that the main substance of my amendment made some sense but we are grateful for the detailed scrutiny given by the noble Lord, Lord Bruce, and indeed the eagle eye of the noble Lord, Lord Lloyd of Kilgerran. I understand that it might be in order if I ask leave of the Committee to amend the Marshalled List, because I understand that it is a misprint and that if the amendment were amended to read "page 30, leave out line 40", as I have on the amendment, then I hope what I mentioned to the Committee would make some sense.

Noble Lords

Withdraw Amendment No. 63!

Lord Lyell

In view of doubt about the line number, I beg leave to withdraw Amendment No. 63.

Amendment, by leave, withdrawn.

Lord Lyell

I beg to move as a manuscript amendment that Amendment 63 on the Marshalled List should read "page 30, leave out line 40 and insert"—the words as printed. I beg to move.

On Question, manuscript amendment agreed to.

On Question, Whether Clause 23, as amended, shall stand part of the Bill?

Lord Mishcon

I hope I am not detaining the Committee, but I rise only because I am looking at line 40 and I am trying awfully hard to delete line 40 and make sense of this amendment. I find myself confused beyond confusion. I am perfectly sure that the noble Lord, after further reflection, will wish to withdraw the amendment that he has now moved after having withdrawn the amendment that he previously moved.

Lord Lyell

I am afraid we are too late at this particular stage, but if the noble Lord, Lord Mishcon, were to examine the amendment that I moved and were to insert the words which are in the Marshalled List at the end—to delete what is now in line 40 and to insert the words in the manuscript amendment—I think then the particular paragraph would make some sense because the paragraph would read, and which do not appear to the registrar not to have a place of business in Great Britain". That is the double negative and that is very much the gist of the main amendment that I moved.

Lord Boyd-Carpenter

Would my noble friend help me by reading out the words which it is proposed to delete because in my copy of the Bill the figures "40" are opposite a blank space neatly equidistant between subsections (2) and (3). I am genuinely at a loss to know whether my noble friend is conducting the sleight of hand of leaving out a blank space or whether he is leaving out some words, and if so, what are the words?

Lord Lyell

Is my noble friend referring to the Bill or the amendment?

Lord Boyd-Carpenter

To the Bill.

Lord Lyell

I think there are different prints of the Bill. The Bill I have been working from tallies with what I have moved this afternoon.

Lord Boyd-Carpenter

Would the noble Lord read out the words he wants to leave out?

Lord Lyell

Yes, certainly. The words I want to leave out are: for the time being carry on business in Great Britain". Perhaps it would help if I read subsection (2): In subsection (1) above 'oversea companies' means companies which have complied with Section 407 of the 1948 Act (delivery to the registrar of statutes of company, etc.) and which for the time being carry on business in Great Britain". The amendment I proposed was to leave out the words, for the time being carry on business in Great Britain". and to substitute, do not appear to the registrar not to have a place of business in Great Britain". I hope my noble friend was here when I explained that double negative and explained that the registrar might well not be able to ascertain whether an overseas company had ceased to have its place of business in the United Kingdom.

Lord Bruce of Donington

Would the noble Lord for final clarification refer to Amendment No. 63 as it is in the second Marshalled List? He will find that there are brackets round, do not appear to the registrar not to have a place of business in Great Britain". Will he confirm that in the amended form the brackets will no longer appear as they appeared in the original Amendment No. 63? Will he note that there has evidently been some confusion about this?

Lord Lyell

I think it is the arrangement with every amendment we move that we do put brackets round the quotation which we seek to insert. I am sorry if I did not read out in my amended amendment that the brackets should be there, but I hope it is taken that they should.

Lord Wells-Pestell

My attention has been called to the situation which seems to create the difficulty. I do not know whether the Committee knows that all the numbers on page 30 have slipped; 5 should be 6, 10 should be 11. They have slipped down, and I think this is the cause of the difficulty.

Clause 23, as amended, agreed to.

Clause 24 [Change of name]:

[Amendments Nos. 64, 65 and 66 not moved.]

4.43 p.m.

Lord Lloyd of Kilgerran moved Amendment No. 67: Page 31, line 14, leave out ("twelve") and insert ("four").

The noble Lord said: I beg to move this amendment to Clause 24. Under Clause 24 the Secretary of State has powers to deal with this situation. There may have been, inadvertently or otherwise, an application for registration or re-registration of two companies with the same name. It may have been through inadvertence; it may have been as a result of malpractice. But there are two names which are the same. The Secretary of State, according to the Bill in its present form, may within 12 months of having made this discovery direct the company to change its name.

As was pointed out by the noble Lord, Lord Mishcon, at Second Reading, it does seem a long time to give somebody who has got a name on the register which is the same as that of another company; he is given up to 12 months in which to put the matter right. It does seem to be a long time for that to happen and for action to be enforced, particularly where the person introducing the same name has not done it inadvertently but is doing it as part of a deliberate fraud. My amendment is simply to say that 12 months is too long. Is not four months a better period in which to allow the Secretary of State to act? That is all it is. I beg to move.

Lord Mackay of Clashfern

The particular power that we are discussing at the moment is the power of the Secretary of State to give a direction. We are not dealing with the time within which the direction must be complied with. That, unfortunately, was misprinted. We intend to leave that as it is, and a later amendment will correct that, as six weeks instead of six months. That was a misprint. But the power we are considering just now was deliberately altered from the present period to 12 months for the purpose of giving added protection to companies on the register. The reason for that is that, if the company has been put on the register the circumstance will normally be brought to the attention of the Secretary of State by the company that has been disadvantaged by the second registration. It may be some time before they get round to noticing that a registration has been entered. It may be a registration that has not been greatly publicised, or the company is a small one in a different part of the country. The company may not notice that its name has been copied by another, and it is in order to give more time for that that this period has been extended. Practical experience has been that very often these applications from disadvantaged companies come in after the present period has expired. It seems a beneficial change, therefore, in the sense for which the noble Lord was arguing, that this period should be somewhat extended.

Lord Lloyd of Kilgerran

It does not seem that there is any support for my amendment. In view of what the noble and learned Lord has said, may I reconsider the situation and look at it again at Report stage? I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

Lord Lloyd of Kilgerran had given notice of his intention to move Amendment No. 68: Page 31, line 15, leave out ("six") and insert ("two").

The noble Lord said: The noble and learned Lord has explained that there is a misprint in lines 15 and 16 of this clause. My amendment was to say that, instead of directing a company to change its name within six months, which I thought was a rather long time to give the company, six months should be left out and two months inserted. Now, I understand that the Government are being even more generous and are limiting the period not to two months, as I suggested, but to six weeks. In those circumstances, I shall not move this amendment.

Lord Lyell moved Amendment No. 69: Page 31, line 16, leave out ("months") and insert ("weeks").

The noble Lord said: I beg to move Amendment No. 69, which is in the name of my noble friend the Minister and my noble friend Lord Mottistone. The purpose of this particular amendment is to rectify a small error in the print of the Bill. I stand corrected in the last amendment that I moved. If we correct this small printing error this will retain the present time limit of six weeks during which a company must comply with a direction from the Secretary of State to change its name. The experience of the Registrar of Companies has been that this is a reasonable period, and it is right that, if an improper registration is brought to light, this situation should be corrected as quickly as possible. I am pleased to see that the noble Lord, Lord Bruce, might agree on this occasion. I beg to move.

Lord Mishcon

I hope that I shall not be accused by the Committee and certainly not by the Front Bench opposite, of making cheap debating points. This is not meant to be that type of point at all. However, I want to point out to the Committee again the really clumsy thinking—and I must be forgiven for using the phrase—as regards the way in which the extremely important provisions in Part II have been dealt with.

I raised the question of the six months period during the Second Reading debate on this Bill. I said that I thought that it was unconscionable that six months should be allowed, or, as stated in the Bill, such longer period as the Secretary of State might specify. There was a speech in reply by the Government. In the circumstances, whether or not the Minister had even read the Bill, I am doubtful if there was an actual misprint because no explanation was given in the winding-up speech that it was in fact a misprint and that therefore the point that I had rather labouredly made was an empty point since we were merely dealing with a misprinted clause. It is regrettable, and I am only pointing out to the Committee that we must be extremely careful about these provisions on business names and companies because not a great deal of thought has been given to them—that is obvious.

Lord Boyd-Carpenter

I hope that I shall not be accused either of pedantry if I say how unhappy, it seems to me, is the way in which this Bill has been presented. My noble friend will recall that I made this point on Second Reading. We were presented with a number of misprints and erratum slips. Now we have reached the Committee stage and find that a really quite important provision has been misprinted and has reached this late stage before being spotted.

I do not want to take an unkind point either, but it has really been noticeable that, in particular in documents emanating from the Department of Trade, the errors are becoming very frequent indeed. We had a statutory instrument last December to which I invited attention—namely, the Companies' Charges Order—where a vital point was misprinted as to the day it was presented to Parliament. I would ask my noble friend, who now I am very glad to say has responsibility in that department, whether he will indicate that it is not treating Parliament properly to produce legislation riddled with misprints so that when we try to study these measures in advance and try to consult outside interests we are doing so on an inaccurate basis. It is very unhelpful.

I am the last man to urge that the department should increase its already very large staff, but is it not possible to recruit just one man who can read and write and who will scrutinise Bills before they are presented to this House? I know that they are printed by the House authorities, but they are presented to us on the responsibility of the department and of the departmental Minister. No one expects a busy Minister to spend his time reading through these Bills for misprints, but he has plenty of officials and perhaps just one of them could look at these Bills occasionally and see that they are right before, and not after, they are presented.

Viscount Montgomery of Alamein

Unlike my noble friend Lord Boyd-Carpenter and the noble Lord, Lord Mishcon, I was not able to be present during the Second Reading debate. However, I have some sympathy with what they have both said. I ask my noble friends in the Government whether we are not making too much of an issue of the whole business of business names at this particular stage of the Committee proceedings? It may be that this came out earlier and that my noble friend will be able to say that the Register of Companies and the Register of Business Names are two distinct issues. Are we not allowing ourselves to get bogged down on an issue which is really less important than the objectives of the Bill?

Lord Lyell

I should like briefly to reply to my noble friend Lord Montgomery of Alamein. He has made a major point which probably would be best dealt with by my noble friend the Minister. As far as the printing is concerned, I accepted responsibility as a Lord in Waiting for your Lordships' House. The department informed me that the printing took place here although my noble friend was quite correct in saying that probably the department and indeed we ourselves should check it. I also accepted responsibility at Second Reading for the misprints. I remember my noble friend pulling my leg by saying that at least there might be one honest man who could both read and write in the department. He may have been referring to me—I do not know—in which case I was more than flattered!

However, I hope that my noble friend and the Committee will bear with me, in that, as regards the amendment which I have moved—Amendment No. 69—I take the point made by the noble Lord, Lord Mishcon. I am sure that the department and my noble friend the Minister will bear this very closely in mind. As regards the previous amendment, over which I was in considerable difficulty, I point out that I have the first Marshalled List of amendments—(72—II)—and that refers to "page 30, line 40". In the Bill that I have before me it is page 30, line 40. I apologise to your Lordships if my Bill—which I am sure has come from the same source as all of your Lordships' Bills—tallied with what I was mentioning, but other noble Lords found themselves in some confusion. I hope that that does not go down to the responsibility of the department.

Lord Boyd-Carpenter

I do not want to be a bore but I think that my noble friend slightly misunderstood me, in which case I am sure that it was my fault. I accepted what he said on Second Reading—namely that the printing is undertaken by the House authorities. But I hope that he will accept and confirm two matters: first, that responsibility for what we are asked to put into the law of the land is the responsibility of Her Majesty's Ministers and in particular the Ministers in the department concerned and not the responsibility of the House authorities who are responsible for printing. Secondly, I hope that he will confirm that, in the light of the experiences, particularly as regards measures from the Department of Trade, something is being done in that department to ensure that this does not happen again, at least on this scale.

Lord Trefgarne

I know that my noble friend was expecting that I should respond to this point and as he has specifically mentioned the department in which I serve, perhaps I should do so. I am informed that the proof-reading of Bills is not, in fact, the responsibility of the department and is not conducted by them. Indeed, they are given no opportunity to do so. On the other hand, in fairness to the printer who thus comes under my noble friend's lash, I think that it is correct to say that on this occasion, in respect of this particular measure, the draft that was presented to him for printing did contain a number of manuscript amendments to the typescript which may have caused him some difficulty. I understand also that there is considerable pressure on the Government printer at present, for one reason or another, which has no doubt added to his difficulties. Any failing of the department is, of course, the responsibility of that department's Ministers. If there is any failing in this case, then, of course, I accept the appropriate responsibility.

On Question, amendment agreed to.

4.58 p.m.

Lord Ponsonby of Shulbrede moved Amendment No. 70: Page 31, line 20, at end insert ("section").

The noble Lord said: I beg to move Amendment No. 70. I do not know whether this is another misprint or a drafting error, but it would certainly seem that this particular subsection would read better if the word "section" were added as the last word of the subsection. I beg to move.

LoId Mackay of Clashfern

We are happy to agree with the noble Lord's suggestion.

On Question, amendment agreed to.

Clause 24, as amended, agreed to.

Clause 25 [Companies exempt from requirement to use word 'limited', etc.]:

Lord Lyell moved Amendment No. 71: Page 31, line 38, after ("company") insert ("(a)").

The noble Lord said: I beg to move Amendment No. 71 and I hope that it will be for the convenience of the Committee if I speak to Amendments Nos. 72 to 80 as well. I hope that your Lordships will find that those amendments comprise the entire list of amendments to Clause 25 on the Marshalled List.

The Government's proposals to allow certain companies which meet strict conditions to enjoy the privilege of omitting the word "limited" from their names has been welcomed by all the organisations which replied to our consultative document. However, it was pointed out that although the overwhelming majority of the companies to which this privilege is currently granted by a licence under Section 19 of the 1948 Act are indeed limited by guarantee, there is a very small number which is limited by share.

The Committee might be interested to note that Amendments Nos. 71 and 72 will remedy this particular deficiency. As a consequence of these two amendments, any company which at present holds a licence to omit the word "limited", and which meets the conditions of this particular clause, will be able to continue that privilege. But we consider that it would not be entirely appropriate to extend it to any further companies limited by share, which nowadays is a status which is normally adopted for commercial rather than charitable purposes.

The other amendments to this clause are, we hope, designed to improve its effectiveness. The inclusion of the words "any profession" among the qualifying objects will enable, for example, a local law society formed as a company limited by guarantee to omit the word "limited" from its name, while the provision in Amendment No. 77 will, we hope, provide a little more flexibility in the distribution of any remaining assets if that company is wound up, while retaining the control in that regard which has been fundamental to the operation of the system which we have at the moment.

Finally, I would draw the Committee's attention to Amendment No. 80, which provides that a company which meets the conditions of the clause and which wishes to assume this special privilege may do so in the simplest way possible—by resolution of the directors rather than by requiring the consent of the company in general meeting.

These are fairly detailed amendments. I hope that I have adequately explained them. I beg to move Amendment No. 71.

On Question, amendment agreed to.

The Deputy Chairman of Committees (The Earl of Listowel)

Does the noble Lord wish to move the remaining amendments en bloc?

Lord Lyell


Lord Lyell moved Amendments Nos. 72 to 80: Page 31, line 40, after ("guarantee") insert ("or

  1. (b) which immediately before the appointed day is a private company limited by shares the name of which does not, 887 by virtue of a licence granted under section 19 of the 1948 Act, include the word "limited";
and which complies with the requirements of subsection (1A) below.

(1A) The requirements referred to in subsection (1) above are—

  1. (a) that the objects of the company are or, in the case of a company about to be registered, are to be the promotion").

leave out line 41.

line 42, leave out ("or charity") and insert ("charity or any profession").

Page 32, line 1, at beginning insert ("that")

Page 32, line 1 leave out ("which") and insert ("the company").

Page 32, line 8, leave out from ("up") to end of line and insert ("either to another body with objects similar to its own or to another body the objects of which are the promotion of charity and anything incidental or conducive thereto.").

Page 32, line 9, at beginning insert ("Subject to subsection (6) below,")

Page 33, line 1, after ("name") insert ("by resolution of the directors")

Page 33, line 2, at end insert— ("Section 143 of the 1948 Act (certain resolutions to be registered) shall apply to any resolution passed by the directors of any company in compliance with a direction under this subsection.").

The noble Lord said: I am sure that it would be for the convenience of the Committee if I were to move Amendments Nos. 72 to 80 en bloc. Unless any member of the Committee seeks enlightenment on any particular amendment, I beg to move.

Lord Mishcon

I am sure that the Committee is indebted for a very clear explanation of the group of amendments, and we have been saved several speeches. We are obliged to the Minister for that. My speech will also be very short. It is limited to the point which is made in Amendment No. 74—namely, the inclusion of the words "or any profession". I am much obliged to the Minister for indicating as an example the splendid profession of the Law Society and that of solicitors connected with that profession. I am sure that solicitors and other well-known professions are grateful to the noble Lord.

However, I think I am right in saying that there is no definition of "profession" in this Bill. I have the unhappy task of seeing the notepaper of bookmakers, hairdressers and goodness knows what referring to their "profession". I am just wondering, if we leave it like this without any definition, what it will lead to in a clause which gives a very valuable exemption indeed—a very treasured exemption; that of leaving the word "limited" out of a name even though it be a company limited by guarantee or whatever.

That is my sole point and I therefore ask whether I am right in thinking that there is no definition of "profession". If I am right in thinking that, between now and the Report stage will the Government look at this matter?—because, as I said, we used to know what was a profession; we no longer do in current language.

Baroness Phillips

I should like to follow up what my noble friend has said, in that, as the noble Lord, Lord Lyell, will be aware, a charity carries certain privileges, including a zero rating for VAT. Will this also have to be extended to professions? It seems to me to be a slightly dangerous precedent to establish.

Lord Lyell

Perhaps, first, I may try to reply to the noble Baroness, Lady Phillips. I think that the matter of value added tax is a little beyond my responsibility. Perhaps I may refer her comments to my noble friend Lord Cockfield, who I am sure will read carefully what she has said. We are very grateful for the comments of the noble Lord, Lord Mishcon. I understand that the particular company to which he refers is the Liverpool Law Society and, indeed, we take the noble Lord's comments very much to heart.

I understand that there is no definition of the word "profession" in this Bill. We shall read carefully what the noble Lord has said today, at an earlier stage today and, indeed, late on Tuesday night. Perhaps I may reply to him informally later.

Lord Mackay of Clashfern

Just before we leave this point perhaps I may mention that the word "profession" is, I think, used in the 1916 Act without any further definition. At least for purposes up till now it has not proved too difficult to deal with that aspect of the 1916 Act, although, as your Lordships know, it raises many other difficulties.

Lord Mishcon

The noble and learned Lord, Lord Mackay, will know—as will other members of the Committee—that the word "client" was understood in 1916 and until fairly recently. Now everyone, including grocers, candlestick-makers and so on, has clients; they no longer have customers. In exactly the same way, I am afraid that the word "profession" has been somewhat minimised in our vocabulary, and there are many who seek to come within that category who should never be in it. I think that in 1981 we must ensure that we know that for which we are legislating.

On Question, amendments agreed to.

Clause 25, as amended, agreed to.

Clause 26 agreed to.

Clause 27 [Names of oversea companies]:

Lord Lyell moved Amendment No. 81: Page 34, line 15, leave out ("(3)") and insert ("(2)").

The noble Lord said: We are happy to see, coupled with the name of my noble friend the Minister, the name of the noble Lord, Lord Bruce of Donington, who temporarily is not in his place to receive this encomium, and, indeed, that of the noble Lord, Lord Ponsonby of Shulbrede. I hasten to inform your Lordships' Committee that this amendment seeks to correct a misprint. I beg to move.

On Question, amendment agreed to.

Lord Ponsonby of Shulbrede moved Amendment No. 82: Page 34, line 28, leave out ("two months") and insert ("of that notice").

The noble Lord said: This amendment is not actually a misprint; this is a drafting point. This clause would, in fact, read better if the new words "of that notice" were inserted in the subsection instead of the words "two months". I beg to move.

Lord Lyell

We are grateful to the noble Lord for his brief explanation, but I am afraid that my reply is somewhat lengthy and a little convoluted. I shall attempt to do my best to be clear, but I understand that the requirement in Section 31 of the 1976 Act is that if a company registered overseas proposes to carry on business in Great Britain, it may be given notice requiring it not to continue to do so under its corporate name if that name is considered to be undesirable. In other words, it allows the same considerations as are applied to the names of companies registered in the United Kingdom to be applied to foreign registered companies. The subsection of the Bill seeks to provide that if a notice is issued in such circumstances, the time allowed for compliance may be extended a little beyond the two months specified in the Act of 1976. This extension would allow some flexibility for overseas companies who may not otherwise be able to meet what is, after all, a fairly tight time limit for that, or who may have to approach a designated body elsewhere should they, the oversea company, require evidence of non-objection to the use of a prescribed word in their particular name.

We believe that the amendment seeks to ensure that the time allowed for compliance shall run from the date of service of the notice. But I suggest that the wording of the clause is sufficiently clear on this point, which is that: An oversea company on which a notice is served … shall not at any time after the expiration of two months or such longer period as may be specified in the notice "— and that is relevant— carry on business in Great Britain under its corporate name We do not think that the insertion of the words "from the service of that notice" after "two months" is necessary. The full amended sub-paragraph seems not to be capable of any other particular construction. That is somewhat convoluted. I hope it may go some way to satisfy the noble Lord, Lord Ponsonby.

Lord Ponsonby of Shulbrede

I do not feel so strongly about this amendment that I wish to press it. I take the noble Lord's explanation, which I shall read with interest, and I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

Clause 27, as amended, agreed to.

Clause 28 [Control of business names]:

On Question, Whether Clause 28 shall stand part of the Bill?

5.12 p.m.

Lord Ponsonby of Shulbrede

This Motion to leave out Clause 28 is consequential upon the decision of the Committee earlier today, and I understand that the Government accept the consequences of the vote we took then. Therefore, I beg to move that Clause 28 be left out. For the convenience of the Committee—and I am not quite certain what the correct procedure is—I would also (although it is out of numerical order) beg to move Amendment No. 102, which is to leave out Clause 29 and insert the words as printed. This is also consequential. It seems to me that otherwise we should be dealing with a number of amendments to Clause 29 which, as a consequence of the earlier vote, would not now be in the Bill. I understand that the Government have reserved their position to come back to this matter at Report stage.

Lord Trefgarne

Indeed we have. Furthermore, I think it is improper—I do not wish to use that in any pejorative sense—to move amendments out of order. It would not be right for the noble Lord to move Amendment No. 102 now. As for the question of whether or not they are consequential, perhaps my noble and learned friend Lord Mackay can deal with that particular point in a moment, as he will wish to address your Lordships on this particular Motion.

Lord Hawke

Supposing Ian Smith, Charles Robinson and Ian Stewart band together in a partnership, can they register themselves as ICI?

Lord Mackay of Clashfern

I think it might depend a little on the circumstances in which they proposed to carry on business. So far as the present law and the Register of Business Names is concerned, they would be able to get it on that register. Whether they would be able to carry on business under that name for any length of time would depend a great deal on the nature of their business. I am pretty certain that if it was anything remotely to do with business which ICI conducted they would speedily be invited to discontinue, with possibly one or two threats added about what would happen if they did not. So far as Clause 28 is concerned, it is not, strictly speaking, consequential on the amendment already dealt with. It would certainly be useful from our point of view to know the view of the Committee on this clause as it stands.

The Deputy Chairman of Committees (The Earl of Listowel)

The Question is, That Clause 28 stand part of the Bill. As many as are of that opinion will say "Content". To the contrary "Not-Content". I think the "Contents" have it. Clear the Bar.

Tellers for the "Contents" have not been appointed pursuant to Standing Order No. 50. A Division, therefore, cannot take place, and I declare that the "Not-Contents" have it.

Lord Ponsonby of Shulbrede

I think the correct procedure would be for me not to move all of the amendments standing in my name between No. 83 and No. 101.

Clause 29 [Disclosure of names of persons using business names]:

[Amendment No. 83 not moved.]

5.21 p.m.

Lord Noel-Buxton moved Amendment No. 84: Page 36, line 28, after ("letters") insert (", order forms, written material used for the purposes of creating, effecting, maintaining or increasing sales of goods or services (not being material offered or to be offered for sale)").

The noble Lord said: In view of what has happened and the remarks of the noble Lord, Lord Ponsonby, I do not know what purpose will be served by my moving this amendment, which has the same intention as Amendment No. 83. On Second Reading I took issue on the proposed requirements of Clause 29 ex tending only to business letters and written demands for the payment of debts and said I should like to see the requirements extended so far as practicable to all promotional material. The noble Lord, Lord Mishcon, also drew attention to the omission of order forms. My amendment seeks to extend the scope of the requirements in the way I said on Second Reading I thought was desirable, and I trust it is essentially self-explanatory. The phrase written material used for the purposes of creating, effecting, maintaining or increasing sales of goods or services (not being material offered or to be offered for sale) is my attempt at a definition of "promotional material". I am not sure in the circumstances whether it is appropriate to commend the amendment to the House, but I beg to move it.

Lord Mackay of Clashfern

The Government have considered this matter again, particularly in view of what my noble friend said on Second Reading, and we have tried to see whether we could strike a better balance than we already have. It is obvious that if the full details are to be included the total amount of literature which would go out, would become a tremendous burden on such businesses. If one looks at some suggestions for this sort of provision, one can see that the proposal would go as wide as any promotional material. Our view at present is that the balance which has been struck in the Bill is reasonable and that so long as these provisions are complied with, that would be sufficient for the purposes of securing that reasonable information about the matter is giving to people who have an interest to know.

Lord Mishcon

On Second Reading I made the point that an order form was of particular importance because the person to whom the order was directed was keen to know who was in charge of the business that was trying to order something from him, so that he could decide whether credit should be given and whether it was sensible to supply that business. Do the Government agree that in the Bill as drafted an order form is a document on which the particulars of the principals, and so on, do not have to appear? If so, whatever be the ultimate wording of an amendment, either on Report or hereafter, do the Government agree that order forms should be among the documents on which it should be mandatory that the particulars appear?

Lord Mackay of Clashfern

As matters stand there might be some doubt whether order forms are covered in the Bill as drafted, and in view of what has been said we will consider the matter further between now and Report.

Lord Noel-Buxton

With that assurance, I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

[Amendments Nos. 85 to 89 not moved.]

Lord Lloyd of Kilgerran had given notice of his intention to move Amendment No. 90:

Page 36, line 42, at end insert (";and (c) cause the business name to be recorded in the index kept by the registrar of companies.").

The noble Lord said: This was spoken to in connection with Amendment No. 62. In the circumstances, however, I do not propose to move it.

[Amendment No. 90 not moved.]

The Deputy Chairman of Committees

Before I call the next amendment I should point out to your Lordships that if it is agreed to, I shall not be able to call Amendments Nos. 92 to 95.

[Amendments Nos. 91 and 92 not moved.]

The Deputy Chairman of Committees

Before I call Amendment No. 93, I should point out that it pre-empts Nos. 94 and 95.

[Amendments Nos. 93, 94, 95 and 97 not moved.]

The Deputy Chairman of Committees

The next amendment pre-empts No. 96.

[Amendments Nos. 96, 98, 99, 100 and 101 not moved.]

Lord Ponsonby of Shulbrede moved Amendment No. 102:

Leave out Clause 29 and insert:

("Certificate of registration

.—(1) Any person to whom the Registration of Business Names Act 1916 applies shall—

  1. (a) state in legible characters on all business documents—
    1. (i) in the case of a partnership, the name of each partner;
    2. (ii) in the case of an individual, his name;
    3. (iii) an address at which service of any document relating in any way to the business will be accepted by or on behalf of each person so named;
  2. (b) in any premises where the business is carried on and to which the customers of the business have access, display in a prominent position a copy of the certificate of registration issued in accordance with the requirements of the Registration of Business Names Act 1916.

(2) Subsection (1)(a) shall not apply in relation to any business document sent out by a partnership of more than twenty persons if the document states the names of the partners may be obtained on request from the stated address.").

The noble Lord said: This is consequential on the earlier vote. I beg to move.

On Question, amendment agreed to.

5.29 p.m.

Lord Noel-Buxton moved Amendment No. 103: After Clause 29, insert the following new clause:

("Telephone numbers

30.—(1) This section applies to any person not being a company who carries on business in Great Britain.

(2) A person to whom this section applies shall state in legible characters an extant British telephone number in such manner and location as to give reasonable notice thereof on all business letters, order forms and written material used for the purposes of creating, effecting, maintaining or increasing sales of goods or services (not being material offered or to be offered for sale), issued in the course of the business and on all written demands for payment of debts arising in the course of the business.

(3) Any proceedings or other document intended to be served on any person to whom this section applies shall be duly served on him if it is served upon the person and at the address recorded by the Post Office as the subscriber to the telephone the number of which is stated as required by subsection (2) above.

(4) Any person who contravenes subsection (2) above shall be guilty of an offence and liable on summary conviction to a fine not exceeding one-fifth of the statutory maximum or on conviction after continued contravention to a default fine not exceeding one-fiftieth of the statutory maximum.").

The noble Lord said: I think this amendment is untainted by what has been happening this afternoon. Following Second Reading, I have received a number of representations, and the thread running through all of them has been concerned with the ability—or, rather, the inability—of any aggrieved party to pursue a rogue unincorporated business, and I should like to think that that concern is shared by the House and the Government. I do not take issue with the Government on the abolition of the Register of Business Names, though others clearly have. I do not think that in general the Register of Business Names has proved much help, or that it could be made to be of much help.

I have given thought as to how best to legislate in order to assist aggrieved parties in their pursuit of rogue businessmen operating even under their own name, but not through a company. It occurred to me that in the absence of a registration number, which is often the key to a registered person or entity sought to be pursued, an effective key might prove to be a telephone number. Surely few businessmen nowadays can carry on business without a telephone. The particulars of a person with a telephone are by necessity recorded by the Post Office, if it is not now British Telecom—

Lord Lyell

It is.

Lord Noel-Buxton

I am obliged to my noble friend. I understand that it is easy for British Telecom to find the particulars of a subscriber merely from a telephone number. That is how British Telecom works when it goes about billing the use of a telephone. The vast majority of businessmen put their telephone number on their written business material in any case. An obligation so to do should place no extra burden, or only a minimal extra burden, on businesses. Having required unincorporated businesses to publish their telephone number, there automatically arises an easy means of identifying the businessman. So far so good.

But a link in the chain is the divulgence by British Telecom to an inquirer of the particulars of the subscriber. I understand that British Telecom is currently not required to give the name and address of a subscriber upon an inquirer quoting only a telephone number. However, surely British Telecom could easily be so required. Once it is established that businessmen must publish a telephone number, and that the particulars of the subscriber to the telephone are easily available, it remains only to provide that service of proceedings on the person whose name and address are supplied by British Telecom is due service on the businessman who publishes the telephone number. I beg to move.

Lord Lyell

We are very grateful for the clear way in which my noble friend has explained his amendment. Indeed, we all but come to expect such clarity of lawyers and solicitors, especially of my noble friend Lord Noel-Buxton. I am sure that the Committee understand and very much appreciate the intention behind my noble friend's amendment, as indeed I do, too. A number of hats descend upon me and some of my noble colleagues in your Lordships' House, and so from time to time I speak on matters relating to the Post Office or, as my noble friend so accurately said, British Telecom, as we must now call it.

The very brief answer to my noble friend's amendment is that at the moment his proposition is not feasible. The amendment would require British Telecom to disclose information about the subscriber who was listed against a particular telephone number. At the moment that does not apply. I understand that there are certain exceptions to that rule. They relate to instances of dire emergency, such as extreme illness of relatives and other such personal matters, but I do not envisage the need to pursue a rogue businessman or others as coming under matters of dire emergency.

Furthermore, it appears to us that even if it were possible from one particular telephone number to obtain the information sought, the consequence of such an arrangement would be that every company or every person carrying on a business in Great Britain, except limited companies—we spoke earlier about 2frac12; million registered names—would be required to have a telephone. It is possible that there would have to be a separate telephone for each separate business name if effective service of writs or documents were to be achieved with certainty; and that is a very important point so far as the law is concerned. We believe that to require each single business to have a separate identifiable telephone line would be an unjustifiable imposition, and I am sure that such a requirement would not be at all welcome in general, given the long waiting list of British Telecom for telephone lines.

We regard the intention of my noble friend's amendment as laudable, but we consider that it goes far beyond the scope of the Bill that is before us today, which, as your Lordships' Committee will appreciate, is concerned here with businesses carried on under names other than the names of the owners. While my noble friend was speaking a thought crossed my mind, somewhat evilly, in relation to my noble friend or any other person wishing to find out a registered name against a telephone number. We might embark upon the Chinese Box puzzle if opposite every telephone number one could find a business name. We would then return to the problems that we spoke about earlier this afternoon. That is a further point, which possibly goes too far into the realms of hypothesis. I must tell my noble friend and the Committee that while the amendment and the intention behind it are laudable, the current law as it appertains to British Telecom would not permit such a proposal to be carried out.

Lord Noel-Buxton

I am very much obliged to my noble friend for that explanation, and in the circumstances I am happy to withdraw the amendment.

Amendment, by leave, withdrawn.

Clause 30 agreed to.

Clause 31 [Words and expressions requiring approval of Minister]:

5.38 p.m.

Lord Lyell moved Amendment No. 104: Page 38, line 15, leave out ("subsection (2)") and insert ("subsections (2) and (3) ").

The noble Lord said: I should like to commend this amendment to the Committee. Clause 31(1) provides for regulations to be made by the Secretary of State, who would specify not only certain words or expressions that could not be used in company and business names without his approval, but also a Government department or other body whose opinion would have to be sought by the applicant. Subsection (3) describes the procedure to be followed by an unincorporated business in such a situation and requires an approach to be made to the relevant body. It would follow from that that Clause 31(1)(b) should have referred also to subsection (3), and I hope that the Committee will support us in making this necessary correction. I beg to move.

On Question, amendment agreed to.

Clause 31, as amended, agreed to.

Clauses 32 to 34 agreed to.

Lord Seebohm moved Amendment No. 105: After Clause 34, insert the following new clause: