HL Deb 09 November 1989 vol 512 cc987-92

156 After Clause 104, under the heading 'Company records and related matters', insert—

Delivery of documents to the registrar

.—(1) For section 706 of the Companies Act 1985 (size, durability, &c. of documents delivered to the registrar) substitute —

"Delivery to the registrar of documents in legible form

706. —(1) This section applies to the delivery to the registrar under any provision of the Companies Acts of documents in legible form.

(2) The document must —

  1. (a) state in a prominent position the registered number of the company to which it relates,
  2. (b) satisfy any requirements prescribed by regulations for the purposes of this section, and
  3. (c) conform to such requirements as the registrar may specify for the purpose of enabling him to copy the document.

(3) If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

(4) Where the registrar serves such a notice, then, unless a replacement document

  1. (a) is delivered to him within 14 days after the service of the notice, and
  2. (b) complies with the requirements of this section (or section 707) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.

But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar's notice.

(5) Regulations made for the purposes of this section may make different provision with respect to different descriptions of document."

(2) For section 707 of the Companies Act 1985 (power of registrar to accept information on microfilm, &c.) substitute—

"Delivery to the registrar of documents otherwise than in legible form

707. —(1) This section applies to the delivery to the registrar under any provision of the Companies Acts of documents otherwise than in legible form.

(2) Any requirement to deliver a document to the registrar, or to deliver a document in the prescribed form, is satisfied by the communication to the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by the registrar.

(3) Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.

(4) The document must—

  1. (a) contain in a prominent position the registered number of the company to which it relates,
  2. (b) satisfy any requirements prescribed by regulations for the purposes of this section, and
  3. (c) be furnished in such manner, and conform to such requirements, as the registrar may specify for the purpose of enabling him to read and copy the document.

(5) If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

(6) Where the registrar serves such a notice, then, unless a replacement document —

  1. (a) is delivered to him within 14 days after the service of the notice, and
  2. (b) complies with the requirements of this section (or section 706) or is not rejected by him for failure to comply with those requirements,
the original document shall be deemed not to have been delivered to him.

But for the purposes of any enactment imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar's notice.

(7) The Secretary of State may by regulations make further provision with respect to the application of this section in relation to instantaneous forms of communication.

(8) Regulations made for the purposes of this section may make different provision with respect to different descriptions of document and different forms of communication, and as respects delivery to the registrar for England and Wales and delivery to the registrar for Scotland.".

Keeping and inspection of company records.

. —(1) In Part XXIV of the Companies Act 1985 (the registrar of companies, his functions and offices), after the sections inserted by section (Delivery of documents to the registrar) above, insert —

"The keeping of company records by the registrar.

707A. —(1) The information contained in a document delivered to the registrar under the Companies Acts may be recorded and kept by him in any form he thinks fit, provided it is possible to inspect the information and to produce a copy of it in legible form.

This is sufficient compliance with any duty of his to keep, file or register the document.

(2) The originals of documents delivered to the registrar in legible form shall be kept by him for ten years, after which they may be destroyed.

(3) Where a company has been dissolved, the registrar may, at any time after the expiration of two years from the date of the dissolution, direct that any records in his custody relating to the company may be removed to the Public Record Office; and records in respect of which such a direction is given shall be disposed of in accordance with the enactments relating to that Office and the rules made under them.

This subsection does not extend to Scotland.

(4) In subsection (3) "company" includes a company provisionally or completely registered under the Joint Stock Companies Act 1844.".

(2) For sections 709 and 710 of the Companies Act 1985 (inspection of documents kept by the registrar) substitute —

"Inspection, &c. of records kept by the registrar.

709. —(1) Any person may inspect any records kept by the registrar for the purposes of the Companies Acts and may require —

  1. (a) a copy, in such form as the registrar considers appropriate, of any information contained in those records, or
  2. (b) a certified copy of, or extract from, any such record.

(2) The right of inspection extends to the originals of documents delivered to the registrar in legible form only where the record kept by the registrar of the contents of the document is illegible or unavailable.

(3) A copy of or extract from a record kept at any of the offices for the registration of companies in England and Wales or Scotland, certified in writing by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of any document delivered to him under the Companies Acts, is in all legal proceedings admissible in evidence as of equal validity with the original document and as evidence of any fact stated therein of which direct oral evidence would be admissible.

In England and Wales this is subject to compliance with any applicable rules of court under section 5 of the Civil Evidence Act 1968 or section 69(2) of the Police and Criminal Evidence Act 1984 (which relate to evidence from computer records).

(4) Copies of or extracts from records furnished by the registrar may, instead of being certified by him in writing to be an accurate record, be sealed with his official seal.

(5) No process for compelling the production of a record kept by the registrar shall issue from any court except with the leave of the court; and any such process shall bear on it a statement that it is issued with the leave of the court.

Certificate of incorporation.

710. Any person may require a cerficate of the incorporation of a company, signed by the registrar or authenticated by his official seal.

Provision and authentication by registrar of documents in non-legible form.

710A. —(1) Any requirement of the Companies Acts as to the supply by the registrar of a document may, if the registrar thinks fit, be satisfied by the communication by the registrar of the requisite information in any non-legible form prescribed for the purposes of this section by regulations or approved by him.

(2) Where the document is required to be signed by him or sealed with his official seal, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.".

Supplementary provisions as to company records and related matters.

. —(1) In Part XXIV of the Companies Act 1985 (the registrar of companies, his functions and offices), after section 715 insert—

"Interpretation

715A. —(1) In this Part — document" includes information recorded in any form; and legible", in the context of documents in legible or non-legible form, means capable of being read with the naked eye.

(2) References in this Part to delivering a document include sending, forwarding, producing or (in the case of a notice) giving it.".

(2) In section 708(1) of the Companies Act 1985 (fees)—

  1. (a) in paragraph (a) for the words from "any notice or other document" to the end substitute "any document 990 which under those Acts is required to be delivered to him", and
  2. (b) in paragraph (b) omit "or other material".

(3) Omit sections 712 and 715 of the Companies Act 1985 (removal and destruction of old records).

(4) In section 713(1) (enforcement of duty to make returns, &c.), for the words from "file with" to "or other document" substitute "deliver a document to the registrar of companies".

(5) In section 735A(2) of the Companies Act 1985 (provisions applying to Insolvency Act 1936 and Company Directors Disqualification Act 1986 as to the Companies Acts)—

  1. (a) after "707(1)," insert "707A(1),",
  2. (b) after "708(1)(a) and (4)," insert "709(1) and (3),", and
  3. (c) for "710(5)" substitute "710A".

(6) After section 735A of the Companies Act 1985 insert—

"Relationship of this Act to Parts IV and V ofthe Financial

Services Act 1986

735B. In sections 704(5), 706(1), 707(1), 707A(1), 708(1)(a) and (4), 709(1) and (3), 710A and 713(1) references to the Companies Acts include Parts IV and V of the Financial Services Act 1986.".

(7) In Schedule 22 to the Companies Act 1985 (unregistered companies), in the entry for Part XXIV for "sections 706, 708 to 710, 712 and 713" substitute "sections 706 to 710A, 713 and 7I5A".'.

Lord Trefgarne

My Lords, I beg to move that the House do agree with the Commons in their Amendment No. 156.

The amendment makes important changes to the provisions in the 1985 Act on the delivery of documents to the registrar, the storage by him of such documents and their retrieval for the purposes of public inspection. Above all, the new sections inserted into the 1985 Act pave the way for long-term improvements in the efficiency and effectiveness of Companies House by removing legal obstacles to the greater use of new technology for the delivery, storage and retrieval of documents. I hope that these proposals will commend themselves to your Lordships.

Moved, That the House do agree with the Commons in the said amendment. —(Lord Trefgarne.)

Lord Williams of Elvel

My Lords, in general we agree with the Commons amendment. However, I should like to ask the Minister a few questions. First, under new Section 706(2)(c) the registrar may specify his requirements for the purpose of enabling him to copy the document. Can he explain precisely what is meant by that? Is the registrar able to specify in any form and in what form can he copy? How will the provision work?

Secondly, subsection (3) of new Section 706 states: If a document is delivered to the registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply". I am not certain how that procedure will operate. Presumably he will have specified some requirements. The document in question does not meet those requirements and somehow he has to serve some sort of notice. I should be grateful if the noble Lord could help me on that.

Lord Lloyd of Kilgerran

My Lords, we accept the amendments produced under this Amendment No. 156 to the Companies Act 1985. Like the noble Lord, Lord Williams, I should like to bring two minor points to the notice of the Minister.

It seems that the intention of the amendment is to change the wording of the sections of the Companies Act 1985 which are concerned with the delivery to the registrar of documents in legible form —and that is what is said in the margin of Amendment No. 156 —and the delivery of documents to the registrar otherwise than in legible form.

The original Section 707 in the Companies Act 1985 appeared to me to go rather further than that. In the margin of that Companies Act —perhaps I may say that it is rather an occupational hazard to have the heavy Act of 1985 without a table in front of me and I hope I shall be excused, not having the advantage of a table which noble Lords on the Front Bench of the Government and the Opposition have —it refers to the, Power of the registrar to accept information on microfilm". I assume that there is some wording which would allow microfilm to be used.

However, I go even further. The wording of Section 707 of the 1985 Act —I say this with some apprehension in the presence of the noble and learned Lord on the Cross-Benches —states: The registrar of companies may, if he thinks fit, accept under any provision of the Companies Acts, requiring a document to be delivered to him any material other than a document which contains the information in question and is of a kind approved by him". I hope that that is the position because I remind your Lordships that during the passage of the Local Government and Housing Bill an amendment in the name of the noble Baroness, Lady Blatch, and myself purported to allow certain documents under the land charges Acts to be produced in electronic form. That amendment was supported very strongly by the Law Society as it would save a lot of time and trouble. Therefore, I wonder whether the Government have considered the method of putting documents on any material and therefore in any form, even electronic form and certainly microfilm, which is specifically referred to in the 1985 Act.

There is a smaller point to which I would like to draw the attention of the Minister. That arises out of the new Section 707. Subsection (3) states: Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar". From my study of the new clauses and comparing them with the Companies Act 1985, and bearing in mind what I said earlier this afternoon, some hours ago when we started these proceedings on the Companies Bill, I pointed out that there was a change in the wording of the new Bill to the wording in the 1985 Act. The Government are saying that those words, although changed, are in law the same as the original words. That is a theme which I do not quite understand but at this stage of the Bill we must accept that that is the position.

In this case from my researches I cannot see that in the sections of the Companies Act 1985 there was any reference to the powers which may be prescribed by regulations. Therefore, that is a new matter which arises. I can see that help is coming to the Minister on these minor points that I have raised. I may be wrong, and perhaps I overlooked the fact that regulations could be prescribed earlier; but certainly they are prescribed now.

5.45 p.m.

Lord Trefgarne

My Lords, I want to emphasise that the purpose of these provisions is to make the facilities at Companies House more user-friendly, if I may describe them in that way. They are not really for the benefit of the registrar but for the benefit of those who go to Companies House to inquire into the affairs of different companies. That is the short answer to all the questions which have been put to me.

Lord Lloyd of Kilgerran

My Lords, the object of any intervention I make is to try to ensure that members of the public—professional, academic or otherwise —can understand what is put in the Bill.

Lord Trefgarne

My Lords, I am obliged to the noble Lord. I was emphasising that these provisions are for the benefit of the users of the facilities of Companies House. Section 706(2)(c), about which the noble Lord, Lord Williams, specifically asked me, would enable the registrar to receive documents which have sufficient contrast in them to be copied by modern copying equipment. I hope the noble Lord will agree that that is a good idea.

As regards Section 706(3), the notice will be served on the person delivering the document. If it is delivered by more than one person the notice will be delivered to the appropriate person. The registrar will develop his practice in accordance with experience and the views of those who deliver the documents.

To answer the noble Lord, Lord Lloyd of Kilgerran, the Bill goes wider than microfilm to allow for new technologies, particularly of an electronic kind, for which Section 707 specifically provides. Both microfilm and electronic means of delivery are potentially covered by the new Section 707. I agree that the new formulation is more general, but that is to allow for yet further technologies which may emerge in the not too distant future.

Lord Lloyd of Kilgerran

My Lords, can the noble Lord give me the precise wording?

On Question, Motion agreed to.