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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. 6 and 7. This group of amendments provides that private company and public company secretaries will be treated in exactly the same way under the Bill save in a number of specific respects. The main distinction is that there will not be a statutory requirement for a private company to have a secretary. In particular, these amendments provide that the authority of a private company secretary will be the same as that of a public company secretary. Accordingly, the appointment of a secretary to a private company must be notified to the registrar of companies and be recorded in the company’s register of secretaries. There are a large number of consequential and related changes, in particular relating to the formalities of doing business. These are largelyin response to the helpful comments made in Committee, both here and in another place. In particular, we have amended Clause 44 so that for execution of documents by a company the alternative to affixing its seal is signature either by two persons who are either directors or secretaries of the company, or a single director if witnessed and attested. We have taken a power to apply Clauses 43 to 53 to overseas companies. This power is based on that in Section 130(6) of the Companies Act 1989, which is being repealed. Moved, That the House do agree with the Commons in their Amendments Nos. 6 and 7.—(Lord Sainsbury of Turville.)