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Lord McKenzie of Luton: I should just like to stress that I was not saying that errors were not made. If anything occurred and a company suffered loss, that would inevitably be the result of incorrect filings. I acknowledge that the registrar can make errors, but there is a process there to deal with that. I do not think that there is a strict parallel between the role of the registrar, given that it is basically to keep the registers, and the role of directors and their responsibilities, and of auditors.
Lord Sharman: I understood the Minister to say that the procedure was ex gratia. As a director of a public company, I would be delighted with an ex gratia
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procedure whereby I might be able to make amendments. I am afraid that I am not convinced and I will return to this issue. I beg leave to withdraw the amendment.
The noble Lord said: This is a technical amendment to assist the identification of the company to which the notice relates. In moving Amendment No. A187, I shall speak also to Amendment No. A190, which seeks to do exactly the same in a different part of the Bill.
Essentially, the amendment would require the registrar to publish notice of the issue by the registrar of any certificate of incorporation of a company, including on a change of name. The clause implements provisions in the Companies Act 1985 and the requirements of the first company law directive; that directive does not require the publishing of the registered number of the company to which the notice relates. We suggest that it would be helpful, particularly when there is a change of name, for the registered number to be included to aid identification of the company concerned. I beg to move.
Lord McKenzie of Luton: I have a great deal of sympathy with the amendments and am grateful to the noble Lord for the helpful suggestion. For the moment, I shall stop short of agreeing to make the change to the Bill as it is possible that there may be some technical issues for the registrar, but I am hopeful that we shall be able to come back to the House at a later stage with a positive answer. For the moment, I ask the noble Lord to withdraw the amendment.
The noble Lord said: On the advice of the Law Society, the amendment seeks to remove a transitional provision from the Bill. Clause 679(2) provides that regulations about prescribed forms made by the Secretary of State under the Companies
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Act 1985 continue to have effect until superseded by provisions made by the registrar under clauses in the Bill.
There are numerous requirements for transitional measures as a result of changes made by the Billfor example, the form of the constitution of existing companieswhich are not covered by the relevant clauses in the Bill but are to be dealt with by separate transitional provisions. We agree with this approach. As the provisions will, in many cases, have a limited lifespan, they should not clutter up the Bill. Clause 679(2) is in conflict with this approach and we think it should be removed to the transitional provisions. I beg to move.
Lord McKenzie of Luton: As the noble Lord may have noticedand as we will debate shortlythe next item on the Marshalled List is that the Government propose that Clause 679 should not stand part of the Bill. We do not intend to reinstate subsection (2) of that clause. I agree with the principle behind the noble Lord's amendmentnamely, that it is generally sensible for transitional issues to be covered by transitional regulations rather than set out on the face of the Billand if we were not proposing to delete the entire clause I would be happy to accept it. However, in the circumstances, I ask the noble Lord to withdraw it.
We wish to ensure that matters of substancerelating, for example, to the content of the information in a given document or the particulars that are to be covered in itare for the Secretary of State; and issues relating to the form, authentication and manner of delivery of documentsfor example, what type of standard form the company should fill in, or what technical specification and security arrangements should be used if a company chooses to send the document electronicallyare matters for the registrar.
At the moment, the Bill, on occasions, uses the same word, "prescribed", to describe both types of requirement, and thus it is not always immediately clear whether it is intended that the prescription should be by the Secretary of State or by the registrar. The amendments address this to give clear effect to the policy I have just mentioned. I believe it will therefore make for a much more coherent arrangement which will be of benefit to users of the Bill.
(1) The registrar may impose requirements as to the form, authentication and manner of delivery of documents required or authorised to be delivered to the registrar under any enactment.
(2) Where a document required or authorised to be delivered to the registrar under any enactment is required
(a) to be certified as an accurate translation, or
(b) to be certified as a correct copy or verified,
the registrar may impose requirements as to the person, or description of person, by whom the certificate or verification is to be given.
The power conferred by subsection (1) is exercisable in relation to the certificate or verification as if it were a separate document.
(3) As regards the form of the document, the registrar may
(a) require the contents of the document to be in a standard form;
(b) impose requirements for the purpose of enabling the document to be scanned or copied.
(4) As regards authentication, the registrar may
(a) require the document to be authenticated by a particular person or a person of a particular description;
(b) specify the means of authentication of any information which any relevant enactment or the registrar requires to be authenticated;
(c) require the document to contain or be accompanied by the name or registered number of the company to which it relates (or both).
(5) As regards the manner of delivery, the registrar may specify requirements as to
(a) the physical form of the document (for example, hard copy or electronic form);
(b) the means to be used for delivering the document (for example, by post or electronic means);
(c) the address to which the document is to be sent;
(d) in the case of a document to be delivered by electronic means, the hardware and software to be used, and technical specifications (for example, matters relating to protocol, security, anti-virus protection or encryption).
(6) The registrar must secure that as from 1st January 2007 all documents subject to the Directive disclosure requirements (see section 690) may be delivered to the registrar by electronic means.
(7) The power conferred by this section does not authorise the registrar to require documents to be delivered by electronic means (see section 681).
(8) Requirements imposed under this section must not be inconsistent with requirements imposed by any enactment for the purposes of the provision requiring or authorising the delivery of the document to the registrar."
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