HL Deb 23 October 1985 vol 467 cc1221-3

150 Clause 55, page 40. line 28, after ' person ' insert '(who may be the person who is the interim liquidator)'.

Lord Cameron of Lochbroom

My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 150, and for the convenience of the House 1 should like to speak also to Amendments Nos. 156 to 158, 162, 165 to 172, 198, 405 and 511.

156 Clause 61, page 45, line 2, leave out from 'dissolved' to end of line 3 and insert 'in accordance with this section.'.

157 Page 45, line 6, leave out 'record the company's dissolution' and insert 'forthwith register it and, at the end of the period of three months beginning with day of its registration, the company shall be dissolved. (3A) The court may, on an application by any person who appears to the court to have an interest, order that the date at which the dissolution of the company is to take effect shall be deferred for such period as the court thinks fit. (3B) It is the duty of the person on whose application an order is made under subsection (3A) above, within seven days after the making of the order, to deliver to the registrar of companies such a copy of the order as is prescribed.'.

158 Page 45, line 11, at end insert— '(5) If a person without reasonable excuse fails to deliver a copy as required by subsection (3B) above, he shall be liable on summary conviction to a fine not exceeding one-fifth of the statutory maximum, and for continued contravention, to a daily default tine not exceeding one-fiftieth of the statutory maximum

162 Clause 63, page 46, line 28, leave out 'forthwith vacate office' and insert 'vacate office when the dissolution of the company takes effect in accordance with that section

165 Clause 64, page 48, line 3, at end insert— '(7) In the application of this section to a case where the order or winding up has been made by the court in Scotland, the references to a determination by the Secretary of State as to the time from which a person who has ceased to be liquidator shall have his release shall be construed as references to such a determination by the Accountant of Court.'.

166 Clause 65, page 48, line 8, leave out 'subsection)' and insert 'subsections (2) and (3A)'.

167 Page 48, line 18, at end insert— '(3A) Subsection (2) above shall not apply in a case where the winding-up order was made by the court in Scotland, but in such a case the court may, on an application by any person appearing to the court to have an interest, order that the date at which the dissolution of the company is to take effect shall be deferred for such period as the court thinks fit.'.

168 Page 48, line 20, leave out 'or'.

169 Page 48, line 22, after 'determined', insert 'or on whose application an order is made under subsection (3A) above'.

170 Page 48, line 23, leave out 'or'.

171 Page 48, line 23, after 'appeal', insert 'or the making of the order'.

172 Page 48, line 24, leave out 'or determination' and insert 'determination or order'.

198 Clause 70, page 54, line 14, at end insert— '(2A) In the application of subsection (2) above to the winding up of a company registered in Scotland, the references to a determination by the Secretary of Slate as to the time from which a person who has ceased to be liquidator shall have his release shall be construed as references to such a determination by the Accountant of Court'.

405 Clause 211, page 165, line 13, at end insert— (ba) section 88;'.

511 Schedule 7, page 189, line 31, at end insert—

'The Conveyancing and Feudal Reform (Scotland) Act 1970

15B. In Schedule 3 to the Conveyancing and Feudal Reform (Scotland) Act 1970 (the standard conditions of a security), in standard condition 9(2)(b), for the words from "or an order" to "1925" there shall be substituted the words "or his estate falls to be administered in accordance with an order under section 203 of the Insolvency Act 1985".'.

All these amendments relate to Scottish provisions in the Bill. They reflect the differences in insolvency law and administration between the two countries. 1 shall be happy to deal with any other amendments if your Lordships wish, but I would draw your attention to certain amendments. Amendments Nos. 156 to 158, 162 and 166 to 172 form a package which ensures that the provisions relating to the dissolution of companies in Scotland harmonise with those in England and Wales except for administrative reasons which make the court rather than the Secretary of State capable of dealing with applications for the dissolution to be deferred.

Amendment No. 405 disapplies in relation to Scotland the provisions of Clause 88 which concern the unenforceability of liens in corporate insolvency. Clause 88 is the corporate insolvency equivalent of the present provision regarding liens in an English bankruptcy which is restated in Clause 161 of the Bill. It provides that any lien is completely unenforceable against an office holder unless the lien is on the documents which give a title to property and which are held as such.

Insolvency practitioners in England and Wales have welcomed Clause 88 of the Bill and its harmonising effect with the law of bankruptcy in England and Wales. They see that as a positive benefit and aid in maximising realisation for creditors.

But it has been pointed out in previous debates in your Lordships' House that the bankruptcy law in Scotland is different from that in England and Wales. The Bankruptcy (Scotland) Bill re-enacts the Scottish provisions in this respect and has the effect of allowing the holder of a lien to be paid his outstanding charges on the basis of a first charge out of a bankrupt's estate. There are many examples of the underlying laws of the two jurisdictions being different to an extent that requires different treatment in the legislation relating to companies. In the context of insolvency Sections 612 and 613 of the Companies Act 1985 at present apply different provisions of the bankruptcy legislation of each jurisdiction to winding up in England and Wales and in Scotland respectively.

After due consideration, we have formed the opinion that in the area of liens in relation to insolvency it is more appropriate for a consistent set of provisions to apply in Scotland, on the one hand, and in England and Wales, on the other. This amendment therefore disapplies Clause 88 in its application to Scotland to enable the insolvency rules to apply the relevant provisions of the Bankruptcy (Scotland) Bill to windings up in Scotland. I beg to move.

Moved, That this House do agree with the Commons in their Amendment No. 150.—(Lord Cameron of Lochbroom.)

On Question, Motion agreed to.