HL Deb 09 November 1989 vol 512 cc997-8

158A Line 25, after second (`company") insert ("or by a director and an authorised person").

Lord Lloyd of Kilgerran

My Lords, I beg to move Amendment No. 158A. This is an amendment to the new section 36A(4) which relates to the methods of execution of documents in England and Wales. As it stands at present subsection (4) reads: A document signed by a director and the secretary of a company, or by two directors of a company". That would be the way of executing the document.

There was much discussion on the signing of documents in the earlier stages of this Bill before it went to the other place. I have been asked to put forward the amendment that after the second `company" —that is, as well as the director and secretary of a company or two directors of a company—a director and an authorised person should be accepted for the signing of certain documents.

I have been asked to present this amendment to your Lordships by the CBI which states that in certain large organisations it is desirable, due to the frequent unavailability of board members, to have authorised persons execute documents on behalf of the company. The CBI instructs me that such an amendment removes what would otherwise be an unnecessary fetter on the normal operation of business. I therefore ask the Government to accept this small amendment.

Moved, That Amendment No. 158A, as an amendment to Commons Amendment No. 158, be agreed to. —(Lord Lloyd of Kilgerran.)

Lord Mottistone

My Lords, I support this amendment for the reasons given by the noble Lord, Lord Lloyd of Kilgerran. I too am advised by the CBI. It appears to be plain common sense for a big company. I fail to understand why the amendment cannot easily be accepted.

Lord Fraser of Carmyllie

My Lords, I respond briefly to the noble Lord, Lord Lloyd of Kilgerran, and my noble friend Lord Mottistone. The proposal is that not only a director and secretary but also an authorised signatory should be able to execute documents in place of the two directors, director and secretary.

While I can immediately see the attraction of this alternative for a large company I have to say that it would create some problems. One difficulty is that while the directors and the secretary are defined officers of the company and can be verified by other parties, any authorised signatory could not be so verified. There would be particular difficulties for bodies such as the Land Registry which has to verify the validity of certain executed documents.

The amendments the Commons have made will give companies the greater flexibility that they have sought and indeed need. With that brief explanation to the two noble Lords I hope they will appreciate that the question of verification is such that I could not agree to the amendment.

Lord Lloyd of Kilgerran

My Lords, I am obliged to the noble and learned Lord for his. explanation. I beg leave to withdraw the amendment.

Amendment No. 158A, as an amendment to Amendment No. 158, by leave, withdrawn.

On Question, Amendment No. 158 agreed to.