---

Companies Bill [HL]

My Lords, I beg to move that the House do agree with the Commons in their Amendments Nos. 847 to 861. This group also includes Amendments Nos. 866, 871, 872, 875, 879, 880, 884, 887 and 888. Many of the amendments in this group are technical drafting changes—for example, correcting cross-references in the light of the restatement exercise—but a number of them make changes to the provisions on the delivery of documents to the registrar, and I want to say a few words about them. Clause 725 already sets out very clearly what requirements a company must meet in order to have delivered a document properly under the Bill. But the Bill as it stands is not consistent in its treatment of a failure to comply with those requirements. For example, Clause 640 relates to the requirement for a company to submit an annual return. Clause 640(6) makes it clear that, for the annual return to be treated as delivered at all, it must have been properly delivered; in other words a company must have complied with all the requirements related to proper delivery set out in Clause 725. However, there are other provisions in the Bill, relating to other types of document, which do not make the same explicit link to the requirements in Clause 725. This inconsistency seems unhelpful. It might be seen as implying that in certain cases only some, but not all, of the requirements for proper delivery need to be complied with, which would seem to beg the question of why they were requirements in the first place. It would also leave the status of documents which have been in some sense delivered, but which have not met all the requirements for proper delivery, rather ambiguous. Amendment No. 852, therefore, now introduces consistency by setting out the general rule that, in order for a document to be considered as delivered, it must have been properly delivered in the terms of Cause 725. I think this avoids any potential ambiguity and will be useful both to companies themselves in providing certainty as to what they need to do, and to Companies House, and through them to users of the public register, in that it will encourage compliance and provide clarity as to when remedial action can and should be taken. Other amendments make changes consequential on this. Moved, That the House do agree with the Commons in their Amendments Nos. 847 to 861.—(Lord McKenzie of Luton.) On Question, Motion agreed to.