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Lord Sharman: I am very grateful to the Minister for that reply. I await with interest the other means the Government will come up with. Meanwhile, I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

Lord Sainsbury of Turville moved Amendment No. A176:

On Question, amendment agreed to.

Schedule 3, as amended, agreed to.
 
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Clauses 651 and 652 agreed to.

Clause 653 [Power to obtain information from former inspectors etc]:

Lord Sainsbury of Turville moved Amendment No. A177:


"( ) The power under subsection (3) to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained.
( ) The Secretary of State may take copies of or extracts from a document produced in pursuance of this section."

On Question, amendment agreed to.

Clause 653, as amended, agreed to.

Lord Sainsbury of Turville moved Amendment No. A178:


"POWER TO REQUIRE PRODUCTION OF DOCUMENTS
(1) In section 434 of the Companies Act 1985 (production of documents and evidence to inspectors), for subsection (6) substitute—
"(6) In this section "document" includes information recorded in any form.
(7) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained.
(8) An inspector may take copies of or extracts from a document produced in pursuance of this section.".
(2) In section 447 of the Companies Act 1985 (power of Secretary of State to require documents and information), for subsection (9) substitute—
"(9) The power under this section to require production of a document includes power, in the case of a document not in hard copy form, to require the production of a copy of the document—
(a) in hard copy form, or
(b) in a form from which a hard copy can be readily obtained."."

On Question, amendment agreed to.

Clauses 654 to 659 agreed to.

Clause 660 [Oversea companies]:

Lord Sharman moved Amendment No. A179:

The noble Lord said: We have at last got out of Schedule 3. The purpose of this amendment is to make it clear that all corporate bodies, or bodies corporate, not just companies, in the sense used elsewhere in the Bill, are within the definition of "oversea company".

Clause 660 defines "oversea company" for the purpose of the Companies Act 1985. It uses different wording from that currently in Section 744 of the Act, but continues to use the word "company" as part of the definition.
 
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The use of the word "company" in the definition causes confusion. Clause 1(1) on page 1 defines "company", unless the context otherwise requires, as,

The term "existing company" is further defined in Clause 1(1).

Self-evidently, an "oversea company" is different from a company. In the European context, some guidance can be obtained from the wording in Article 7 of the 11th company law branches directive—council directive 89/666/EEC, which refers to a company which is not governed by the law of a member state but is a legal form comparable with the types of company to which directive 68/151/EEC applies.

However, we feel that even that wording is not comprehensive enough. For example, a limited liability partnership incorporated outside the United Kingdom or even a trading trust established as a body corporate outside the United Kingdom ought to be within the scope of the expression "oversea company". Organisations which are not corporate bodies should not be within the scope. This would accord with current interpretation of Section 744 of the Companies Act 1985 and avoid further confusion. I beg to move.

Lord McKenzie of Luton: Clause 660 defines "oversea company" as meaning a company incorporated outside the UK. The definition of "company" in Clause 1 does not apply in this context. The contrast between "company" as defined in Clause 1(1) and companies incorporated outside the UK can be read in subsection (3). The present definition of "oversea company" contained in Section 744 of the Companies Act 1985 refers to companies, not bodies corporate. Therefore, in this regard, the drafting of Clause 660 is consistent with the approach of the current law. We are not convinced that there is justification for departing from this by what would amount to a widening of the definition as proposed in the amendment. I hope the noble Lord will not press the matter.

Lord Sharman: I will not press the matter today, but I ask that the Government reconsider this. It is increasingly common for overseas bodies which are not companies but are corporate bodies to be trading in this country, and it would be wise to bring them within the compass of the legislation. Meanwhile, I beg leave to withdraw the amendment.

Amendment, by leave, withdrawn.

Clause 660 agreed to.

Clause 661 [Duty to register particulars]:

Lord McKenzie of Luton moved Amendment No. A180:


"(2) The regulations—
(a) must, in the case of a company other than a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
 
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(b) may, in the case of a Gibraltar company, require the company to register particulars if the company opens a branch in the United Kingdom, and
(c) may, in any case, require the registration of particulars in such other circumstances as may be specified."

The noble Lord said: In moving Amendment No. A180, I shall speak to Amendments Nos. A181, A184, A185 and speak in opposition to Amendment No. A182.

The government amendment seeks to clarify the meaning of certain terms within Clauses 661, 664 and 665 and to alter the application of Clause 661 as regards Gibraltar companies. Amendment No. A181 inserts a definition of "branch" for the purposes of Clause 661. "Branch" must have the same meaning as in the 11th company law directive.

Section 698 of the Companies Act 1985 achieves the same result by way of a definition, as, indeed, would Amendment No. A182, but in both cases, they use slightly more words. I therefore hope that Amendment No. A182 will not be pressed. I beg to move.

Lord Sharman: Amendment No. A182 is included in this group only to confirm that it seems to me, as the Minister has said, that the government amendments deal adequately with the amendment we have put forward.

On Question, amendment agreed to.

Lord McKenzie of Luton moved Amendment No. A181:


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