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Clause 27—(Particulars Of Directors And Secretaries)

Volume 441: debated on Monday 28 July 1947

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I beg to move, in page 22, line 40, at the end, to insert:

"(5) In subsection (1) of the said section one hundred and forty-four the words 'or managers' shall cease to have effect."
Section 144 of that principal Act provides that every company shall keep at its office a register of directors and managers, with certain particulars. These particulars will now be extended by virtue of an Amendment to be moved later by the hon. and gallant Member for North Portsmouth (Major Bruce) so as to provide that (a) the date of birth of directors must be stated, and (b) there must also be stated any other directorships held. These are obviously not appropriate particulars as to managers, and the provision so far as the manager is concerned, has been a dead letter. The Clause is now being corrected.

Amendment agreed to.

I beg to move, in page 22, line 41, to leave out from beginning, to "and." in line 43, and to insert:

"The particulars required by subsection (1) of the said section one hundred and forty-four in the case of an individual who is a director within the meaning of that section—
  • (a) shall, in the case of a company subject to section thirty of this Act, include the date of his birth and shall, in the case of any company, include particulars of any other directorships held by him, except as mentioned in the following paragraph;
  • (b) need not in any case include—
  • (i) particulars of directorships held by him in companies of which the company is the wholly owned subsidiary, or which are the wholly owned subsidiaries either of the company or of another company of which the company is the wholly owned subsidiary; or
  • (ii) his nationality of origin, if his nationality is not his nationality of origin."
  • Perhaps it would be in order to point out that the subsequent Amendment is consequential. Section 144 of the principal Act requires that the register of directors shall contain certain particulars. Section 108 of the principal Act also requires certain particulars. The purpose of this Amendment is to extend the particulars required in the case of directors to incorporate the date of birth in respect of directors of companies covered by Clause 30 of the present Bill, and to make it compulsory in future for directors to disclose all directorships in other than wholly owned subsidiary companies, or companies which are subsidiaries of the holding company.

    Both this and the following Amendment would assist the operation of the Clause, and I accordingly accept them.

    This amendment seems to me to be quite unnecessary. I do not think it assists the Clause in any way. On the other hand, it is a very hot night and, after all, there is plenty of verbosity in this Bill. Therefore, we will not resist the Amendment, but we do not think it adds anything to this Bill.

    Amendment agreed to.

    Further Amendment made: In page 23. line 10, at end, insert:

    "and for the purposes of paragraph (b) of the last foregoing subsection—
  • (a) the expression 'company,' shall include any body corporate incorporated in Great Britain; and
  • (b) a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees."—[Major Bruce.]