The
Committee consisted of the following
Members:
Beresford,
Sir Paul
(Mole Valley)
(Con)
Etherington,
Bill
(Sunderland, North)
(Lab)
Hemming,
John
(Birmingham, Yardley)
(LD)
Heppell,
Mr. John
(Nottingham, East)
(Lab)
Jenkin,
Mr. Bernard
(North Essex)
(Con)
Kemp,
Mr. Fraser
(Houghton and Washington, East)
(Lab)
Lucas,
Ian
(Parliamentary Under-Secretary of State for Business, Innovation
and Skills)
Michael,
Alun
(Cardiff, South and Penarth)
(Lab/Co-op)
Naysmith,
Dr. Doug
(Bristol, North-West)
(Lab/Co-op)
Penrose,
John
(Weston-super-Mare)
(Con)
Redwood,
Mr. John
(Wokingham)
(Con)
Singh,
Mr. Marsha
(Bradford, West)
(Lab)
Skinner,
Mr. Dennis
(Bolsover)
(Lab)
Stewart,
Ian
(Eccles)
(Lab)
Thurso,
John
(Caithness, Sutherland and Easter Ross)
(LD)
Wright,
Jeremy
(Rugby and Kenilworth)
(Con)
Anne-Marie Griffiths,
Committee Clerk
attended
the Committee
Fourth
Delegated Legislation
Committee
Wednesday 8
July
2009
[David
Taylor in the
Chair]
Draft
Companies Act 2006 (Consequential Amendments) (Uncertificated
Securities) Order
2009
2.30
pm
The
Parliamentary Under-Secretary of State for Business, Innovation and
Skills (Ian Lucas): I beg to
move,
That
the Committee has considered the draft Companies Act 2006
(Consequential Amendments) (Uncertificated Securities) Order
2009.
The
Chairman: With this is will be convenient to consider the
draft Companies Act 2006 (Consequential Amendments) (Taxes and National
Insurance) Order 2009 and the draft Companies Act 2006 (Consequential
Amendments, Transitional Provisions and Savings) Order
2009.
Ian
Lucas: It is a real pleasure to appear before you for the
first time, having sat beside you on the Back Benches for far too long,
Mr. Taylor.
The Companies
Act 2006 updates company law to ensure that it reflects modern needs.
The Act, which received Royal Assent in November 2006, has been
implemented in phases over the last three years and the draft orders
relate to the provisions that are being commenced as part of our final
implementation of the Act on 1 October 2009.
An earlier
consequential amendments order was made in 2008, relating to
those provisions commencing on 6 April 2008 and 1 October 2008. A
number of consequential amendments have also been made in two
commencement orders made under the Companies Act 2006.
The Companies
Act 2006 (Consequential Amendments, Transitional Provisions and
Savings) Order 2009 makes consequential changes to many different
pieces of legislation going back as far as the Newspaper, Libel and
Registration Act 1881. The amendments can be broken down into three
broad areas. The first area consists of consequential amendments to
existing company law, such as the remaining parts of the
Companies Act 1985 relating to company investigations. The second area
consists of amendments to insolvency legislation. Those changes are
required because the 2006 Act removes the link between the Companies
Act 1985 and the Insolvency Act 1986. Finally, the order makes
consequential amendments to other primary legislation that refers to,
or includes, concepts from the Companies Act 1985 or the Companies Act
1989. In many cases, we have simply updated references to provisions in
the 1985 Act.
The taxes and
national insurance order simply amends legislation, for which Her
Majestys Revenue and Customs is responsible, which uses
Companies Act references, definitions and concepts.
The
uncertificated securities order makes consequential amendments to the
Uncertificated Securities Regulations 2001. Those set out the
legislative structure for CREST, the computerised system that transfers
shares, gilts, corporate bonds and money market instruments
electronically, without using paper certificates. In all but two
areasrefusal to register a transfer of shares and information
about the state of the register of membersthe order simply
replaces old references to various definitions and provisions of the
1985 Companies Act with new ones relating to the Companies Act
2006.
All three
orders make two types of consequential amendment. The first type of
amendment relates to references to company law in other Acts, which are
changed to refer to the equivalent provisions and definitions in the
2006 Act. These are purely mechanical amendments. For example, a
reference to the Companies Act 1985 is simply changed
to the Companies Act
2006.
The
second type of amendment relates to a change in the substance of
company law. For example, some of the information contained in the
old-style memorandum is now contained in the articles of association.
That change must be reflected in other legislation. The overall
intention of the consequential amendments is to ensure that the
legislation that is amended continues to operate in an effective way
and is easy for the reader to use.
I commend the
orders to the Committee.
2.34
pm
John
Penrose (Weston-super-Mare) (Con): It is good to see you
in the Chair this afternoon, Mr. Taylor. I do not plan to
detain the Committee for long because, as the Minister has already
quite ably described and explained, these are an overwhelmingly
technical, mechanical series of measures which, in spite of the fact
that my office has done a fair amount of research into them and we have
looked around for anybody who might possibly object to them, we can
find nobody. Therefore, it would be churlish to spend a great amount of
time criticising in any way. I would like to inform the Committee that
my party has no reason to oppose the orders, and we will not press them
to a Division.
2.35
pm
John
Hemming (Birmingham, Yardley) (LD): It is good to serve
under your chairmanship again, Mr. Taylor. I start by
declaring interests as a director of and shareholder in various
companies that are affected. One of the companies I chair, JHC LLP,
known as John Hemming and Company LLP, writes software that deals with
uncertificated securities. I could talk about it for three hours but I
am sure hon. Members would not want me to.
[Interruption.] Well, we could go back to the old
Taurus
system
John
Hemming: Given that the orders are not contentious and is
entirely reasonable, we will be supporting them as
well.
2.36
pm
Ian
Lucas: I am grateful to Opposition Members. It is great
that an element of consensus has broken out in the contentious area of
company law. I commend the orders to the
Committee.
Question
put and agreed to.
Ian
Stewart (Eccles) (Lab): Quicker than
Bercow.
The
Chairman: Order. There are two more orders to be voted
on.
Resolved,
That
the Committee has considered the draft Companies Act 2006
(Consequential Amendments) (Taxes and National Insurance) Order
2009.(Ian
Lucas.)
Resolved,
That
the Committee has considered the draft Companies Act 2006
(Consequential Amendments, Transitional Provisions and Savings) Order
2009.(Ian
Lucas.)
2.37
pm
Committee
rose.