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Session 2008 - 09
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Public Bill Committee Debates

The Committee consisted of the following Members:

Chairman: David Taylor
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 Majesty’s 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 areas—refusal to register a transfer of shares and information about the state of the register of members—the 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—
The Chairman: Order.
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.


That the Committee has considered the draft Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2009.—(Ian Lucas.)


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.

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Prepared 9 July 2009