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Companies Bill [HL]

My Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 675 to 709. I shall speak also to Amendment No. 845. These amendments restate provisions in the 1985 Act relating to the registration of company charges and provide three new regulation-making powers, meeting the commitment that I gave when we withdrew our proposals for a general reform power. The new clauses inserted by Amendments Nos. 675 to 707 restate Part XII of the 1985 Act, which provides a system for the registration of charges created by a company. As I have already explained in relation to other amendments that restate the 1985 Act, while there has been an element of restructuring, no substantive changes have been made other than to ensure compatibility with the Bill. In that respect, I draw noble Lords’ attention to one such change—our decision to remove defective provisions relating to overseas companies. Instead, we have provided a new power in Amendment No. 845 to address the problems created by those provisions. I shall return to that shortly. The approach to restatement of the existing provisions means that the new provisions retain the imperfections of the existing system. AmendmentNo. 709 meets the commitment that I gave to the Grand Committee and provides power to amend this part by altering, adding or repealing provisions. I should emphasise that this is not a power to replace the current system. The purpose of the power is to make changes within the confines of the existing system. I note that the Delegated Powers and Regulatory Reform Committee considers that to be an appropriate delegation of power. We intend to use that power to address the many imperfections of the present system, particularly those noted by the Company Law Review in its final report. In particular, we intend to use it to update the list of charges to which the provisions apply, to provide that a copy of the instrument, rather than the instrument itself, be delivered to the Registrar of Companies, and for other measures to improve the existing system to reduce the burdens on companies and on the Registrar of Companies. But we do not expect to use the power immediately. Rather, we intend to consult fully, building on the discussions that have been continuing for some time, and to take account of changes in the pipeline to enable electronic conveyancing in England and Wales and automated land transfer in Scotland. The new clause inserted by Amendment No. 708 provides the power needed to ensure the operability of the new registration system for floating charges in Scotland. Without that provision, floating charges created under Scots law would have to be registered with the Registrar of Companies in addition to their registration on the new Scottish register of floating charges to be established under the Bankruptcy and Diligence etc. (Scotland) Bill. It is intended to use this power so that floating charges registered in the Scottish register of floating charges do not also have to be registered with the Registrar of Companies. This will be a deregulatory measure. However, the power will be used only if arrangements are in place, in particular those relating to information-sharing between the two registries, to ensure that third parties can still easily discover information about a company’s registrable charges. Amendment No. 845 addresses the significant defects in the current system for the registration of charges as it applies to charges over the UK property of overseas companies. It provides a new regulation-making power to require those overseas companies that are registered with Companies House under Clause 700 to register charges over property in the United Kingdom when they grant specified charges over their UK property. Where the charge has been created before registration takes place, we intend to use the power in Clause 700 so that, when an overseas company registers its UK presence, it is required to file details of specified existing charge over its property in the UK. Moved, That the House do agree with the Commons in their Amendments Nos. 675 to 709.—(Lord Sainsbury of Turville.) On Question, Motion agreed to.