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Company Law Reform Bill [HL]

moved Amendment No. A179:"Page 321, line 34, leave out second ““company”” and insert ““corporate body””" 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. 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,"““a company formed and registered under this Act or an existing company””." 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 ““overseas 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.