COMMONS AMENDMENT (Hansard, 27 October 1981)

§ Lord Trefgarne

My Lords, I beg to move that this House doth agree with the Commons in their Amendment No. 15. Amendments Nos. 15 and 17 taken together strengthen the provisions of Clause 24 under which companies may be directed to change their names. As a result of discussion in Committee in another place concerning the damage that could in certain cases be caused by a company registering a name the same as or too like that of another company already on the register, or with a name which has been obtained as a result of misleading information having been given, it was considered that the Secretary of State should have powers to direct a company to change its name as soon as possible. Although the change of name must be made by special resolution of the company and will normally involve the giving of 21 days' notice of the meeting to pass the resolution, nevertheless, the proviso to Section 141 (2) of the 1948 Act makes it clear that this need not always be the case, and accordingly the Government considered there was no need to specify a minimum period for a change of name. Amendment No. 15 therefore removes the minimum period which must be given for such change to take place from six weeks to such period as the Secretary of State may specify.

Amendment No. 17 falls into two parts. One of the difficulties experienced in the administration of the 1948 Act has been that the registrar, when considering applications for named containing prestigious words, such as "British" or "trust", has had to rely primarily on the information or assurances provided and subscribed within a certain period from the date of registration, or as to the eventual membership of the board of directors. At present, once the name in question is registered, there is no means of undoing any harm which might be caused by applicants providing false or, misleading information, because the Acts do not give power to the department to enforce a change of name in such circumstances. The first part of the amendment is intended to cover this kind of situation and to prevent the continuance on the index of prestigious company names which have been gained by deception, allowing a direction to be issued in such cases within five years of registration.

Secondly, although Amendment No. 15 will require the time within which a company must comply with a direction to change its name to be varied, it does not provide for any extension of whatever time limit may have been determined in respect of a particular com- 940 pany. In practice, the company could submit a new name which is not acceptable and may thus have to hold further meetings to pass special resolutions confirming new names. The second part of Amendment No. 17 therefore allows discretion to extend the period specified in the direction in the light of circumstances arising after issue of the direction to change name. As the amendments are not consecutive, I cannot move them en bloc, so I beg to move Amendment No. 15.