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Company Law

Volume 35: debated on Monday 17 January 1983

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asked the Minister for Trade how many regulations made under the Companies Acts are in effect; and if he will place a list of them and the dates on which they came into effect in the Library.

Ninety-seven such regulations are in effect and a list of them has been placed in the Library. The date each regulation came into effect is shown in the individual regulation.

asked the Minister for Trade whether he has had consultations with the company law advisory panel as to the most appropriate method of embodying European community requirements in British company law.

The Department's advisory panel on company law has been established on the understanding that its proceedings and advice will be confidential.

asked the Minister for Trade what consultations he has had with the company law advisory panel before deciding that company law should be consolidated rather than codified.

The understanding with the panel is that its proceedings and advice will be confidential.

asked the Minister for Trade whether he is satisfied that he has adequate powers under the Companies Acts to deal with companies trading in the United Kingdom but incorporated elsewhere.

Oversea companies which establish a place of business in Great Britain are obliged to deliver certain documents to the Registrar of Companies which are available for public inspection.Sections 165 to 168 of the Companies Act 1948, as amended, and sections 42 and 109, as amended, of the Companies Act 1967 provide powers for my Department to undertake investigations into such companies which are, or have been, carrying on business in Great Britain.One example of the use of such powers by my Department is the current investigation of Signal Life Assurance Company Ltd, a company incorporated in Gibraltar, which has been selling insurance bonds, with minimal life assurance cover, in this country.My right hon. Friend the Secretary of State for Northern Ireland has similar investigatory powers into oversea companies carrying on business in Northern Ireland, where the provisions for registration are similar.

asked the Minister for Trade (1) if he is aware of any matters affecting company law under consideration within the European Community which are not yet in the form of draft directives; and if he will make a statement;(2) whether he is aware of any draft directives of the European Communities affecting matters of company laws; and if he will give particulars of the present terms of such drafts as are known to him and of the present position with regard to their consideration within the Community;(3) what directives of the European Community have been made affecting matters of company law and which require enactment by Parliament or the making by him of regulations under the Companies Acts but in respect of which such statutory authority has not yet been given.

The following directives await implementation in the United Kingdom:

  • (a) the third directive on mergers;
  • (b) a directive on the division of public companies (scissions); and
  • (c) three directives dealing with the prospectuses to be issued before shares are listed on the Stock Exchange, other conditions to be fulfilled before listing and the information to be disclosed by listed companies.
  • The following draft Community legislation is under active negotiation:

  • (a) the draft seventh directive on group accounts;
  • (b) the draft eighth directive on the qualification of auditors;
  • (c) the draft directive on collective investment in transferable securities;
  • (d) the draft regulation to establish a European co-operation grouping;
  • (e) the draft directive on unlisted securities; and
  • (f) the draft bankruptcy convention.
  • The Commission is expected to publish shortly its revised version of the draft fifth company law directive on employee participation and company structure.

    The draft directive on the annual accounts of credit institutions has been submitted to the European Parliament for its opinion.

    I understand that work is actively being carried out by the staff of the Commission on drawing up proposals for

  • (a) a draft ninth directive on groups of companies; and
  • (b) a draft directive on the annual accounts of the branches of credit institutions.
  • There are a number of other proposals either in abeyance or on which less active work is understood to be in hand. Fuller details are given in the Department's booklet "Harmonisation of Company and Related Law in Europe", of which the next edition will be available shortly and of which copies will be placed in the Library.