seconded.

Agreed to.

moved, as an unopposed motion—

seconded.

Agreed to.

stelde voor, onbestreden—

seconded.

Agreed to.

moved, as an unopposed motion—

seconded.

Agreed to.

moved, as an unopposed motion—

He said: I understand that the report of the Select Committee on the Wine and Spirits Control Bill, has only just been put into members’ hands, and that members do not feel anxious to go on with the Bill to-day. In those circumstances, I think it is desirable that the Bill be set down for next Wednesday, and I move accordingly.

seconded.

Motion put and agreed to.

brought up the Report of the Select Committee on the Rhodes University College Act, 1904 (Cape), Amendment (Private) Bill, reporting the Bill with amendments.

Report and evidence to be printed; Bill to be read a second time on 14th March.

I want to ask the hon. the Minister of Railways and Harbours whether he will have prepared a statement of the revenue and expenditure of the branch lines for February, so that this will be ready for discussion on the Railways and Harbours Additional Estimates?

We could not have them ready for February. For December perhaps, but not for February. February is too early.

Well, for January, then?

I shall make enquiries about January.

laid upon the Table—

1. (1) Schedule of advances made to lessees of Crown lands during the year 1923 under the Land Settlement Act, 1912, as amended.
2. (2) Reports of land purchased under sections 10 and 11 of the Land Settlement Act, 1912, as amended during 1923.

Papers referred to the Select Committee on Public Accounts.

laid upon the Table—

Schedules referred to the Select Committee on Public Accounts.

intimated that he had received a letter from Mrs. van der Merwe acknowledging the resolution adopted by the House on the 4th instant, and conveying her deep appreciation to Mr. Speaker and members of the House of Assembly for their sympathy with her on the death of her husband, Mr. James van der Merwe, the late member for Wakkerstroom.

laid the letter upon the Table.

I move—

Agreed to.

Bill read a third time.

I move—

Agreed to.

Bill read a third time.

I move—

Agreed to.

Bill read a third time.

I move—

Agreed to.

Bill read a second time; House to go into Committee now.

House in Committee.

Clauses. Schedule and Title put and agreed to.

House Resumed.

Bill reported without amendment.

moved, as an unopposed motion—

Ek objekteer.

then moved—

seconded.

Agreed to.

When we reported progress I tried to explain the effect of the two clauses, the clause proposed by me and the clause proposed by the Select Committee. I also tried to remove certain misapprehensions, and one of the things I promised to deal with further is this idea, which some hon. members seem to entertain simply that it would be a continuation of present offices. I asked the Minister of Lands last year to get a report from the Registrar of Deeds as to the effect this new Bill, if it becomes law, would have on his continuing the affairs of companies’ registration. I would like hon. members to bear with me if I read his report—

I need not refer to all those details; there is a long list of them and hon. members will see for themselves all the various matters on which scrutiny is required—

There will be a considerable amount of extra non-recurrent work at the beginning. After this is finished the staff may possibly be reduced.

In addition to the above, I may say that it would hardly be fair to throw much additional work and responsibility on the Registrar of Deeds without a corresponding increase to his emoluments.

I am reading this as it applies to all the arguments which have been adduced and ought to show to any reasonable and impartial person that for the efficient carrying on of the work you should have one central registration office. If there is one Department which you cannot accuse of over-centralization, it is my Department. Owing to the sparse population we are compelled to have officials all over the country in the remotest of villages. That is always to be done if there is an overwhelming public necessity for it. I admit that with a central office there must be some delay, but that condition applies to-day. There may be some delay tor the man in Cape Town, but there will be no more delay for the man in Port Elizabeth, Beaufort West or Kimberley. [An Hon. Member: “Why not?”] It will be as quick for him to get in communication with Pretoria as Cape Town—in fact it may be quicker. I anticipate that we will hear a great deal about inconvenience. I admit that there is a certain inconvenience if a man does not have an office next to his door, or a person in Cape Town has to refer to Pretoria but this is not an insuperable inconvenience. My argument is this: is the public inconvenience going to be so great that we are justified in creating these three offices at additional expense? Let me say that the Registrar at Pretoria has estimated the expenses at £4,000 per annum, and the Registrar of Deeds has estimated a little more—that is in regard to salaries, and there is the question also of accommodation. Is there such overwhelming public necessity—is the public necessity so great that we should be asked to go to this expense? It is my duty to put the facts clearly before the Committee, and I submit that anybody who approaches this matter in an impartial manner will admit that the onus is on him to show that there should be more than one office. It will be interesting tor you to know that under the English Act they have four company registration offices, one in London, one in Edinburgh, one in Dublin and one in Belfast. [An Hon. Member: “And one in Manchester.”] Manchester has not a registration office. I may point out that in Scotland you have a different system of law from that in England, and many of the offices are duplicated; Ireland has two separate Governments, the North and South. Here in South Africa we have a Union and a white population of one and a half millions, and if we are asked to establish new departments it is worth our while to ask ourselves whether we are justified in going to the expense. I think there is no doubt there is going to be a big expense—no one will dispute the fact that there will be considerable additional expense if we establish the four offices. The Registrar in the Transvaal tells me that it will require trained and practical men to deal with the work of registration, and if the public convenience requires it, we will have to train men for the positions. It would not do to put inexperienced clerks in charge, and if you did the people would soon complain. What are the practical difficulties in this matter? I must admit that I have not had much experience of registration work, but I have consulted several men who have spent their lives in actual practice. I put the practical difficulties before them and asked for their opinions, and they said these difficulties would not hold water for one single moment. Let me mention some of them. There is first the objection that if the company requires for any purpose a copy of their articles of association they will have to send to Pretoria for it. There is nothing to prevent these people sending a copy of the articles—they have always a copy in their office—which can be certified by the official where they are resident and this will be accepted. The same considerations do not apply here as in the question of the registration of land. You cannot register an erf situated in Cape Town in Pretoria. It must be registered in the district where it is situated. It is different in regard to the registration of companies. At present a company can be registered in any province, and its business can be carried on all over the country, and this is one of the troubles that the Registrar has mentioned in his report. Every company worth its name has a duplicate original of its articles of association, so it would be an easy matter to obtain a certified extract. There would be no need to refer to an attorney in Pretoria to obtain such copies for Cape Town registered companies. I asked the Registrar if he would accept notarial certified copies, and he said, “Of course I will.”—[An Hon. Member: “What Registrar was that?”] The Cape Town Registrar, and he said so in the presence of the deputation. I have considered every practical difficulty, and have met them by my amendment, but I have not considered vague and sentimental difficulties: I have taken the advice of technical and practical men, and I think that all practical difficulties have been overcome by my amendment and it would be an absolute unnecessary waste of money to establish four different registries in the Union. If you are going to have a central registration office and three provincial registration offices, you are going to cause difficulties. A company could be registered in any of the provinces and carry on its business all over the country, and you would have the companies registered where the people found it was easiest to register. One Registrar may be strict, and the other lax, and the company promoter would soon find out the Registrar who took his duties most lightly.

We have diversity of registration now.

Unfortunately we have diversity of registration now, and as I have pointed out, if you do not accept my proposal you will be only perpetuating the trouble we are trying to avoid. Let me just remind hon. members that in the old days—

We have diversity of registration now in deeds.

Yes, unfortunately we have. The Masters have different practices. You have this advantage, however, that the man who lives in the Cape Province cannot be brought under the administration of the man in the Transvaal. But, I was going to say, let me remind hon. members in the Free State and the Transvaal that we had local deeds registration in the old days, but it was taken away because it led to such a diversity of practice that you did not know where you were. Deeds registration is a very difficult subject, and it requires a great deal of experience. Under my amendment there is nothing to prevent you handing in all the papers in Cape Town or Bloemfontein and getting the Registrar of Deeds to forward them up to Pretoria and informing you of what is to be done. I could argue further on this matter, but I submit this old Clause 3 with the amendments which I have drafted, meet the difficulties which were raised, and I submit them to the consideration of the House, and I hope the Committee will accept them.

The amendment now proposed by the hon. the Minister, touches the central principle of this Bill. In Select Committee we had several days’ argument on it and to-day. I find extreme difficulty in getting through the argument. I want to put forward in the time allowed me in Committee. The position really is that in Select Committee we arrived at a compromise.

Certainly not.

The hon. member for Troyeville (Mr. Webber) can say what he likes, but we did do that. We tabled an amendment for separate company registries in the Union, but that was defeated and then the amendment now passed by the Select Committee was put forward. Three of us who supported that, were against it at the start, and whatever else the hon. members may say, it means that a compromise was arrived at. We thought then that it would go forward as practically the unanimous decision of the Select Committee, on the second reading we had very little opportunity of discussing this point, and we were informed then that the Minister’s only claim for a central registry, as put forward in the second reading, was that it would prevent two or more companies of the same name being registered in the Union of South Africa, Since then he has changed his reasons. He next said that the cost to the Government would be too great, now he says it is for the purpose of efficiency that we should have one registry. Throughout the world the purpose of registration of companies is to let the public know what is taking place, and facilities for this are given to the public as much as is possible. I will show later on that the effect of the Minister’s amendment is no different in practice to the original clause in the Bill. We know that in England, where they have far more practice and experience in Company Law than we have here, that in 1918 they had a commission on this subject, and that an expert committee of fourteen men having knowledge of company law and practice, emphatically and unanimously declared that “it is necessary not to interfere with commercial freedom in procuring loans upon shares.” There are three registries there and the board of trade without going to Parliament has power to establish others. One, I understand, has lately been established at Manchester. Here we have a very large area and an increasing population, and everybody expects that the population shall continue to increase in the future. Now we are going to have increased population with enormous distances, and everything will practically be concentrated in one spot. That may be for the convenience of the Administration, but it is not for the convenience of the public. In America they have a registry in every State, the same in Canada, as well as in Australia. I understand that in the State of New York alone there are several registries. The Minister’s new suggestion is that old companies should have the originals retained here and that copies of every document filed in the office here are to be sent to Pretoria, and that new companies should have certified copies of all their documents sent to the several Registrars of Deeds in each Province. I should like to know from the Minister who has to pay for all this, and whether he has estimated the cost? If he has estimated the cost, is he going to carry his amendment at all costs against the public? Take the example of the Karroo Board, it is well-known that the Karroo Board changed its capital from time to time by special resolution. Now each of these resolutions would have to be sent from Cape Town to Pretoria and from Pretoria to the three different registries. Look at the cost of that to the country! The costs under the suggested amendment would far exceed the costs of the several registries as suggested by the Select Committee. The Minister stated, in his speech on Thursday, that the “Transvaal has an up-to-date Act and as a result of that there was a check kept upon these bogus companies and all kinds of illegal practices which were not kept in the other provinces.” Can the Minister tell me of any serious company fraud committed because of any defect in our Company Act? I do not know of one. I have asked several practitioners, auditors and accountants, and they cannot tell me of any. I would like to know from the Minister whether he claims that there has not been a single case under the Transvaal Act, which he praises. One of the biggest company swindles in this country was under the Transvaal Act. He complained that the costs to the Government would be too great. I say this, that the costs of a central office would be far greater. We have had on evidence that the Registrar in Pretoria would have to have three extra clerks if a central office was established. The expenses, therefore, would be very greatly increased. The Registrar now, in regard to patents and trade marks, is bound to delegate his powers and if he has this company central office he will have to delegate his powers to a very great extent. He does not sign or attend to every letter now, and I am informed he has five clerks to open correspondence every mail day alone. If he delegates his powers thus to men in his office what difference will it make if he delegates those powers to other men situated in different parts of the Union? The Minister says the expense will be about £4,000 per annum, but this estimate I do not agree with. But if that estimate is correct his suggested system will cost no less and the change will not benefit anybody. We have an Act here in the Cape which has worked very well, and a part-time man runs the working of that Act. We have never had a single complaint regarding the working of the Act. The Minister speaks of diversity of practice, but I think that is about the thinnest argument I have ever heard of. There is divergence of practice everywhere: in the Deeds Office, in the Master’s Office, and in our Courts. Are those therefore also to be swept away? What is going to happen with regard to the public?

The hon. member’s time has expired.

Wat ek nou gaan sê moet nie deur die Minister verkeerd verstaan word nie. Dit moet nie deur hom vertolk word nie, as bedoeld om hom te opponeer in sy poging om die Wetten in die verskillende Provinces van die Unie ten aansien van maatskappye te wysig en te consolideer. Geenszins Ek praat alleen om hom te opponeer in sy poging om een centrale kantoor te Pretoria te sticht, waar maatskappye moet geregistreer worde. En dit doet ik nie eigenwillig nie. Ek doet dit omdat my kiesers my daartoe versoek het, soas a.o. een brief getuig die ik so even ontvang het. Die redenen waarom men nie een centraal kantoor te Pretoria wil he nie, is tweerlei. Eerst, omdat deur die stichten van so een centraal kantoor daar onvermydelyk oponthoud sal wees. Tweede, omdat die Kaapprovincie als geheel tegen so een centraal kantoor is, en waar die oppositie so algemeen is, daar moet een mens daar wel notitie van neem; want die vrees bestaat dat die poging om een centraal kantoor te Pretoria te sticht, net een slinksche poging is om uiteindelyk ook die wetgevende Hoofstad naar Pretoria te verskuif. Ik wil nie beweer dat die vrees gewettigd is nie, maar die vrees is daar, en indien die Minister daarin slaag om een centraal kantoor, onder die Wet te Pretoria te sticht, zal dit die vrees seker vermeerder. Dit sal miskien gesê word, dit is net sentiment. Wel as die Minister my kan bewys, dat dit werkelyk so is, dan is ek gewillig om voor sy amendement te stem. Wat die rede van oponthoud betref, het die Minister gesê, dat dit ongegrond is, daar dit voor maatskappye net so gemakkelyk behoor te wees om met Pretoria te handelen as met Kaapstad. Nou dit mag waar wees; maar dit kan nie ontken word nie, dat as al die werk te Pretoria moet gedaan word, daar noodwendig congestie moet wees, en waar daar congestie is, moet daar onvermydelyk oponthoud wees.

When I sat down I was referring to the point that in our registry one man does all the company work, and does it only as part-time work. But I wanted to say this that even if we had a large staff, the question is not what would be the actual expenditure, but what is to the benefit of the public. Now, let me say a few words with regard to the question of expense. Supposing it is expensive to have a separate registry office here, surely the public pays, and pays very sweetly. I have some figures here from the Minister’s own Department. If he looks at page 3 of the departmental report he will find that the share capital duly on new companies only in Cape Town in 1920 amounted to £40,095, in 1921 it was £16,229, and in 1922, £10,729. In three years the duty therefore was £67,053. In Natal it was £18,952 for the three years. In the Transvaal £54,118 for the three years, and in the Free State £26,144. This is purely new business and has nothing to do with annual and other fees. On page 363 the Minister will find that the fees of office in Cape Town in 1922 were £18,955, in 1921, £20,267, and in 1920, £25,317. Then we have the stamp duties. In 1921 it was £52,009, in 1922 £38,040. That is what was received in Cape Town alone. The revenue in Cape Town alone, thus in 1921 was £88,505, in 1922, £67,724, and yet the Minister grudges £4,000 for the three different registries, and he forgets all about the convenience of the public. Those last figures I gave were the Cape Town figures alone. Now I ask what will be the effect of central registry? We shall have enormous delays. We know that there will be a tremendous congestion in business—as a matter of fact we know that there is such congestion in Pretoria, and we shall have tremendous inconvenience to creditors and shareholders. The experience of every practitioner is that there is a great deal of delay in every matter which is dealt with in Pretoria. Let us take a typical case. I want to read a letter from an old practitioner in Cape Town, a man who never bothers about public affairs and who is willing to continue in his office as he is doing, but this matter so roused him that on the 9th February he wrote me as follows—

And then I would like to refer to the delays in the administration of the Death Duties Act of 1922. I have been getting letters from practically every practitioner in Cape Town. We know what the position is. The Master has to assess the duty and then the Commissioner has to consider his assessment. If they cannot agree the matter has to be referred to Pretoria. Now, I have complaints from various sources—from each office. The average time which it takes to obtain a decision from Pretoria is six months—that means that matters are held up after they have gone to Pretoria for at least six months. I said the average is six months, but there are some cases where the delay is a good deal longer.

Did the hon. member say six months?

Yes, I said six months, but I can quote some letters which show the delay is much longer than six months. These are not delays between the Master and the Commissioner, but after reference to Pretoria, and in every case so far, they have not had a final decision in any matter.

Is that from the companies themselves?

No, I come to that later. I am taking one at a time, and I am now referring to assessment of death duty. What is going to be the position if we have everything centralized at Pretoria? The Minister says that the Registrar of Deeds in Cape Town was present at an interview and raised no objection to his proposals. Who will give these certificates referred to? It will have to be someone in Pretoria.

Why?

Because if these things are registered in Pretoria, no one here can give certificates. No one will give a certificate on anything but an original.

What about a duplicate certificate?

I put it to the Minister—will any Registrar of Deeds accept any certificate from anyone but the Registrar of Companies in Pretoria to the effect that there are no later deeds filed?

He tells me so.

Well, that is what he may say, but I practise before him and, as a matter of fact, say emphatically he does nothing of the sort. He has to get the very latest information, and quite right too. No registrar of deeds will be satisfied with these duplicates, he will want a certificate that there are no later resolutions filed. Take an intricate deed. It is rejected for some reason as intricate deeds often are, and while we are negotiating with the purchaser or seller some further resolutions are passed by the company. The Registrar of Deeds will each time want a certificate that the latest resolutions are before him, and there will be a delay of many months. There is nothing in the amendment which will meet the extreme inconvenience which will result from that system. We know the local conditions, and we know, as the Minister and his advisers from Pretoria cannot know, what happens in the deeds office here and what the effect will be. It is all very well to have the Registrar of Deeds present at these interviews and get him to make statements, but let him be put under cross-examination before a Select Committee and the effect will be very different. We know there is no more meticulous man than the Registrar of Deeds. I do not blame him. He has to carry out the Act, and he has to carry it out strictly. We know what the position is. These delays are not only an inconvenience, but mean great loss to the public, and only practitioners who do company and deeds office work can have any idea of the expense and trouble to which the public will be put. The Minister does not know what it means to the public. I have taken the trouble to ask every practitioner of every standing to give me an estimate of what the extra cost will be, and the verdict is anything from three guineas to ten guineas on every transfer and every bond which is passed by, or to, a company. The Minister also says that the Registrar of Deeds gave that information as to what he required. Let me read the Registrar’s own regulations which are better than any evidence given by the Minister—

1. (1) Proof of registration of the company.
2. (2) Extracts to prove who has authority to sign or to authorize any signature to consent to cancellation.

Passing Bonds.

1. (1) Proof of registered name of the company and registration.
2. (2) Proof of authority to pass mortgage and restrictions, if any.
3. (3) Proof of proper person or body to sign the necessary power.

Giving Bonds.

1. (1) Proof of registered name of company and registration.
2. (2) Proof of authority to invest in bonds and restrictions, if any.
3. (3) Proof of proper person in whose name bond must be passed, e.g., trustees.

Giving Transfers.

1. (1) Proof of registration.
2. (2) Proof that company has power to sell, donate, etc.
3. (3) Proof of authority to authorize transfer and to sign power.

Receiving Transfers.

1. (1) Proof of registration.
2. (2) Proof of power to acquire.
3. (3) Proof of the manner transfer is to be taken (e.g., in name of trustees or direct to company).

Debentures.

1. (1) Proof that provision is made for issue of debentures and any special conditions imposed on such issue.
2. (2) Proof of procedure as to how to issue.

For the cancellation of bonds he has to do everything according to his regulations.

I am sorry I have to interrupt the hon. member, but his time has expired.

Ek staan net op as praktisyn in die Vrystaat en as iemand, wat ondervinding gehad het in die praktyk wat registrasie kantore betref, om my besware in te lewer teen die verandering en teen Artikel 3. Die Vrystaatse praktisyns protesteer ten sterkste teen die besluit van die edelagbare die Minister, om voorsieninge te maak dat alle dokumente wat betref maatskappye moet geregistreer word in Pretoria. Ek het hier ’n brief van die sekretaris van “De Ingelijfde Wetsvereeniging van de Provinsie van den Oranje Vrijstaat.” Hulle versoek spesiaal die verteenwoordigers van die Vrystaat, om ten ernstigste te protesteer teen die sentralisasie wat die edelagbare die Minister voorgestel het met betrekking tot Maatskappye. Dit word beskou dat dit die dun end van die wig sal wees, dat later sal gebeur dat nie alleen die registrasie van maatskappye, maar ook andere dokumente in Pretoria sal moet geregistreer word. Dis die begin van die wig, waarvan die end sal wees dat ons ook andere transportaktes in Pretoria sal moet laat registreer. Ek wil net voorlees die besluit van die Raad van “De ingelijfde Wets Vereeniging van de Provincie van den Oranje Vrijstaat” op ’n spesiale vergadering geneem—

Nou wil ek nie voorstel dat dit Bloemfontein moet wees nie. Oor daardie punt wil ek vandag niks sê nie, maar ek wil graag van die edelagbare die Minister weet wie hom aanleiding gegee het om die sentrale kantoor in Pretoria te stig. Het daar ooit so ’n voorstel gekom van die Vereniginge van Praktisijns in Transvaal, Natal, die Vrystaat en die Kaapprovinsie? So ver as die Vrystaat betref protesteer elke praktisyn ten sterkste daarteen, om die Sentrale Kantoor in Pretoria te stig. Hulle wil liewer he dat die Wet so bly as voorheen en dat die registrasie van elke provinsie se dokumente plaasvind in die hoofddorp van die provinsie.

At the end of the last stage I gave extracts from the regulations to show what would be required when passing transfer or bonds and when dealing with debentures. All that is required according to the office regulation. I do not know if the hon. the Minister is satisfied. If not, I will read the regulations themselves.

They have got all that in Johannesburg, and they have never had any difficulty.

Oh, they have! So have we here, and our Registrar is carrying out those regulations exactly as they stand. It may be that there is a difference in practice between Cape Town and Johannesburg. The hon. the Minister referred particularly to Port Elizabeth and said there can be no delay in regard to people in Port Elizabeth. I beg to differ from him. If the Registrar of Companies is in Pretoria and the property is registered in Cape Town, then they require all these provisions which I read out, so as to satisfy the Registrar in Cape Town, and all the information must come from Pretoria. I see the hon. member for Troyeville (Mr. Webber) shakes his head. I am going to touch on Johannesburg in a few minutes. As regards Port Elizabeth, they have got their Land Register in Cape Town, and they must pass their bonds in Cape Town, and they must deal with their debentures in Cape Town; then, if you have the companies’ office in Pretoria, they have to get everything from there, and I say that there must be as much delay for a Port Elizabeth firm in regard to transfers and bonds, and in dealing with debentures, as there is for a Cape Town firm.

What about East London?

Does the Minister think he is going to catch me? Kingwilliamstown is the Deeds Office for East London.

Have they all these difficulties?

That is an isolated exception. The East London people do not come to Cape Town. Let me assist the Minister and say at once, Kimberley also does not come to Cape Town.

Yes, they have not got all those difficulties.

What about your registrars of deeds in those places? Are they doing their duty? If these people have not all these difficulties, the registrars are not carrying out all these regulations which are promulgated under the Act. The difficulty, I am told, in Johannesburg, is exactly the same as in any other place. People, however, forget that Johannesburg is within telephonic communication with Pretoria; they can run across in one hour and they have a splendid train service too. If you are in telephonic communication, it is much easier than sending telegrams or letters. I do not see where the analogy comes in at all, but a very great point is that we are already over-centralized. Let me take the Agricultural Department. I should like to know from the hon. the Minister of Agriculture if he is quite satisfied with the present position? In 1911 I know he was not, because he supported me very strongly then in opposing the centralization of the Agricultural Department. Now, the farmers in the Western Province have got to the point where they do not worry the Agricultural Department. It is practically of no use to them. They are not going to write up to Pretoria. If they cannot do as they did formerly: walk into the office here and get the information, they are not going to worry. That is why the agricultural office is not now of much use to them. All this is due to centralization in Pretoria. All I can say is, that every part of South Africa other than Pretoria, refuses any longer to being treated as step-daughters. We are somewhat tired of having everything in one place. If there is any reason for it, no one would object, but in a case like this, where you can see clearly it is against the interests of the public, we protest and ask that the Government should carry on for the good of the public, and not merely for the good of a Department.

Especially Parliament!

I must say I hope that this purely practical matter will be discussed fairly and without any heat. One personal point I want to deal with first. The hon. member for Cape Town (Harbour) (Maj. van Zyl) stated that there was a compromise made on the Committee. I do not know exactly what he means by that, but I am quite sure he will admit that I am perfectly free to take up what attitude I desire before this House, and quite free notwithstanding anything that was done in Committee. I voted against this section when it was moved before the Select Committee. I was opposed to it there, and I maintain that I am perfectly free to oppose it in this House. We have heard a great deal about the respective merits of the Transvaal and the Cape Acts. I am not going to claim any special merit for the Transvaal Act or the Cape Act—that point was settled once and for all when the second reading of this Bill was passed by this House, because the House then adopted the principle in the Bill, and that changes both the Transvaal and the Cape Acts. As far as the Transvaal Act is concerned there is no special merit claimed by the Transvaal for that Act. The Transvaal Act is simply the English Act of 1908. There were very few amendments from the English Act, and all those amendments were bad. I think what we have to discuss is the present Bill which is founded on the English Act of 1908 (with subsequent amendments) with very little change except in the winding-up clauses. I think a great deal of the supposed inconvenience that will follow from the centralization of the offices in Cape Town is due to the fact that practitioners in the other provinces have up to the present time had the deeds and the companies’ offices in the same office. Now I am quite at one with the hon. the Minister in thinking that it will be quite impossible to maintain that, and that it will be necessary in future, even if we have four registration offices, to have the deeds office and companies’ office quite distinct, because if you examine the provisions of this Bill you will see the amount of detail work thrown upon a registrar of companies is such, that his time will be fully occupied in attending to the time of his own office, and he will not have time to do any other work as registrar of deeds. I should like to go more into detail of the work that will be required, but before doing so I think I could deal with one or two points made by the hon. member for Cape Town (Harbour) (Maj. van Zyl). One is the “difficulty and delay of passing bonds” and so on. Now we have mention made by him of some of the requirements; “ to want proof of name and registration of the company,” that is easily obtained from the office of the company, and can easily be submitted to the Registrar. “Proof of power to sign”—that will be found in the articles of association of the company which are in the office of the company.

Supposing they have not been registered?

But they have been registered.

One can only take that as a supposition.

They have the stamp of the office. I think the member for Cape Town (Harbour) (Maj. van Zyl) was in error, if he will allow me to say so, when he referred to the original articles which have been filed in the office of the Registrar of Companies. If he will turn to Clause 17 of the Bill he will find that—

So that the original memorandum and articles are in the office of the company and only the certified copy is kept by the Registrar. The point made by the hon. member for Cape Town (Harbour) (Maj. van Zyl) was that a notary public would require to see the original articles before he certified. He can, by going to the office of the individual company.

dissented.

I understood the hon. member to say that. If not I will accept his assurance at once. All these things can be obtained by the notary at the office of the individual company, and he can certify, if necessary, he can produce the original to the Registrar of Deeds, and certified copies can be filed. That is what has been done in the Transvaal, as a matter of practice, ever since the 1909 Act was passed—all bonds passed by companies and cancelled by companies have been passed and cancelled in this way. The original articles are produced at the office of the Registrar of Deeds and certified extracts are filed with him when the articles are returned. That is the simple process which I submit is absolutely perfect as far as the requirements of the deeds office are concerned. That is the procedure which has been followed in the Transvaal Act, and the procedure which will be followed in every one of the provinces tinder the present Bill when it becomes law. Even if each province has its separate registration office it will tie impossible to continue the old practice by which the registrar of companies and registrar of deeds are one and the same person. First of all, I will give a short account of the work done in the office. There are certain details with regard to the registration of the articles themselves. The articles and memorandum must contain certain requirements. Then if private companies are to register under articles and memorandum, the Registrar will have to see whether they comply with the requirements of a private company under the present Bill. Then it is laid down by section 85, that no company is allowed to commence business until it has allotted its minimum subscription and filed a declaration to that effect—the registrar has to examine the proof of this before he can give his certificate. That is an important part of the procedure, and one that will require a lot of work to be done in the registrar’s office. Under section 26 each company will have to make an annual list and summary, which will require to be carefully examined by the Registrar’s office to ascertain whether they are in accordance with the requirements of the section. That will throw a lot of work on the registrar, and if saddled with it he will have no time to act as a registrar of deeds. Prospectuses will have to be issued or statements in lieu of prospectus filed. These prospectuses have to contain certain details laid down in the Act; these are most particular requirements, and most important, and require the full attention of an efficient officer to see that the requirements of the law are complied with. When allotments are made, certain returns are to be made, and these returns will occupy the attention of the registrar’s officer, who will be required to see that they are in accordance with the Act. Under the Act he will be called upon to do a great deal of other work which is not done by him at present.

I do not want to approach this matter from the point of view of Cape Town against any centre, but I wish to endeavour to show there is no reason, notwithstanding the meticulous worded amendment, for asserting that it is for the benefit of the public that there should be a central registration office at Pretoria or any other place. My objection to it would be equally strong if it were in Cape Town. The hon. the Minister has said that the onus is not upon him, but upon us who want this new clause as passed by the Select Committee. I assert that the onus is upon him.

Why?

Because we have had the registry offices here in the four provinces for a number of years; but that it may perhaps be said does not matter—it may be said, “If you have a good reason to change it is the best thing to make it.” What I want to put forward is that the dominating factor in determining where the registry office is to be put is to consider what court has jurisdiction. I am going to advance the proposition that there should be registration offices in each province, for the reason that each has jurisdiction over all company matters within its limits, that the local court in each province has jurisdiction, and not the court in Pretoria, and the registrar should be connected with the court which has jurisdiction—there should be the Registrar of Companies as well as the Master of the Court, the Registrar of Deeds and the Surveyor-General as adjuncts of each court. It is as necessary that the Companies Registrar should be directly under the jurisdiction of the court, as are the other officials who are adjuncts. I contend that the onus is on the Minister to show why he wants to remove the registration offices from the place where the courts have jurisdiction. At any time it may be necessary to proceed against the registrar, and I submit one can easily show a number of nice instances where the registrar might be sued to carry out the duty of his office. Where should an action be taken against him? I submit that the dominating factor is that the registrar’s office should be in the same province as the court which has its jurisdiction over companies in each province. I want to show that the Court which has jurisdiction over all these matters is the local court—the court of that particular Province. Take the case which has been mentioned by the hon. the Minister himself—that of a company which goes into liquidation. As soon as a company goes into liquidation the Registrar of Companies has nothing whatever to do with it. The person who has to do with it is the Master of the Provincial Court. He is under the jurisdiction of the local court, which court has jurisdiction over its executive officers. The local court has jurisdiction over the companies and over its adjuncts; over the Registrar of Deeds if a question of title to lands is involved, and again over the Surveyor-General on a matter of surveying, and so on.

Supposing the Cape Town company has land in Pretoria?

My point is that the local court has jurisdiction over the company. There may be liquidation proceedings and on hearing that the company has land in another province, they would get at it through the court in that province. In every instance the company is subject to the jurisdiction of the court in the particular province. The local court has jurisdiction over a company where its principal place of business is registered. My main point is that the court which has jurisdiction is the court of the province where the business of the company is registered. Take the custom in England: if a company is registered in Northumberland, the jurisdiction is vested in the court in England, but if it is beyond the border, the jurisdiction is vested in the court in Scotland. The dominant factor, as I understand it, is the court which has jurisdiction in the matter. The hon. member for Troyeville (Mr. Webber) has gone into certain questions to show the tremendous amount of work which will be thrown on the Registrar of Companies, and I have gone into the matter as well; I find that the Registrar of Companies is only referred to in the first part of the Bill dealing with the time that the company is a going concern; in the latter part, about three-fourths of the Bill relating to winding-up, he is not mentioned at all. I find there are 20 clauses in the Bill where he is mentioned, and I find that in 15 or 16 of them the same powers were given to the Registrar of Deeds and carried out successfully by him in the old Cape Act. I find that there is good reason for concluding that the corresponding sections in the new Bill embrace exactly the work carried out by the Registrar of Deeds under the old Cape Act, without, however, so much to guide him. Now almost everything the Registrar has to do is put down in sectional form, and with great particularity.

When I was last addressing the Committee I was saying how heavy would be the amount of work which would be thrown upon the present Registrar of Companies under the present Bill. I will mention a few other examples of extra work. The Registrar has to examine the special resolutions passed by companies and ascertain whether the necessary requirements under the Bill have been carried out. Then there is a very important part of his work in the latter part of the Bill, and that is in Clause 196 with regard to the removal of defunct companies from the register. There he has to examine which of the companies carrying on business have not sent in returns. He has to find out why, and if he finds that they have not complied with the requirements because they have ceased business, he has to see that they are removed from the register. He has also to deal with foreign companies and see that their requirements under the Act are complied with. It will be seen that the Registrar will have a great deal of work thrown upon him, and that it will be impossible for the same man to discharge the duties of Registrar of Deeds and Registrar of Companies in any province. The hon. member for Newlands (Mr. Buchanan) says that most of the Act has to do with liquidation. I should be sorry to think that most of the company work in this country has got anything to do with liquidation. Before you liquidate a company, you must register it. I am not denying that the winding-up of companies is important, but I think it will be found that once a company is to be wound up, most of the work is done by the Master of the Supreme Court, and not by the Registrar of Companies. The bulk of the work by the Registrar of Companies is under the first part of the Bill, and that is his most important function. Having put forward the arguments in favour of the view that it will be impossible for the Registrar of Companies and the Registrar of Deeds to be one and the same person in future, I should like to conclude my remarks by saying that if there is to be a separate registry of companies, I think it will be to the public convenience that there should be one registry for the whole Union, and not four in the different Provinces. It is essential that we should have uniformity of administration in company law throughout the four provinces. We have found in the past that it has been generally the practice for persons who wish to promote companies, to go to that Province which is most lax in the requirements of its laws. I think it is almost a certainty, that if in future we have four different registrars of companies, it will be found that the bulk of the company work will go to the office of the registrar who is most incompetent in the performance of his duties. I cannot see how you can avoid it. If it is found that one Registrar of Companies is not efficient in the administration of the Department, his office will be inundated with company work. I think we will find that that will not be to the advantage of the public or conducive to the proper carrying out of the laws of this country.

Who appoints the registrars?

I think they are appointed by the Minister of Justice. I do not say he will appoint an incompetent man, but there will be some less competent than others. The hon. member for Cape Town (Harbour) (Maj. van Zyl) has pointed out some difficulties which be anticipates will arise. One can only speak from one’s own experience. I have practised under the Transvaal Act for over 15 years, and we have had to meet all the obstacles which the hon. member has mentioned, but we have found no difficulty or delay in doing so.

You are a suburb of Pretoria.

I wish to discuss this apart from little petty jealousies. We have first to post our documents to Pretoria, and it takes ns three days to get a reply. What further delay will you have here? I have known gentlemen who have tried to put through companies in other provincies, and I know of one province in particular, I won’t mention names, where it took over a month to complete the registration of one company.

That is not the Cape, of course.

No, it is not the Cape. One can send up papers from here to Pretoria on a Friday night, they will be in the office on Monday morning, and one could get his reply here by Tuesday evening.

Is that ever being done so?

If we post from Johannesburg on Friday, we do not get a reply until Tuesday.

The hon. member’s time has expired.

When we are called upon to make big changes like this there are bound to be difficulties and inconveniences somewhere. I would like to see a registration office in Christiana and every town throughout the Union, but what about the public? Once having agreed upon Union and made Pretoria the administrative capital one expects that in time we shall have to centralize there. Take agriculture, I have no doubt that every farmer would like to have an office of the Agricultural Department on his farm. It would be very convenient for him, but we cannot have an office of the Agricultural Department in every little village in the Union. One comes to the conclusion, after listening to this debate and the remarks of the Cape Town members, that this is the only town in the Union. The whole of the Union must be considered in regard to this matter, and it is but proper that the registration of these companies should be centred in one place. I think that if any change was to take place, it must work in the direction of the centralization of all the functions of Government. The difficulties which have been raised by the opponents to the new clause, moved by the Minister, are all lawyers’ difficulties; everyone of them. Take Port Elizabeth for instance. What would be the difference of that town dealing with Pretoria or Cape Town? The difference will, be that the Cape Town lawyers will get more business so also will the company promoters. Mention has been made of the jurisdiction of the court, but this Bill does not interfere with the domicile of the company, or as to where it can be used. Naturally, if a company registered with its head office here it may be wound up here, and the courts here could deal with it. So that objection falls away. Take all our departments. You might as well ask for the dividing up of the Agricultural Department, the Department for Native Affairs, or for those of Defence or Interior. Where are we going to land then? We must get down to this, and the people must understand, and Cape Town must understand, that once we have got a Union, the whole interest of the people of the Union must be considered before those of any particular section.

That is what we ask.

Exactly.

I am quite satisfied that if the hon. the Minister had moved that the central office be established at Cape Town we would have had cheers from hon. members opposite.

I do not propose to take my full period of time, but I just want to wind up my remarks. Having set forth my reasons for the attitude I take upon this clause, I want to ask what is the delay which will be suffered by a company, or by anyone for that matter, if there is a central office in Pretoria and no company office in Cape Town? Take Port Elizabeth or any place. I have been trying to follow the argument that there will be delay to the companies in Port Elizabeth, but I have not been able to see the force of it.

Well, what is the hon. member looking at?

I have been trying to keep an open mind. I am asking what is the argument which favours the view that if there is a central office of registration in Pretoria, there will be more delay for a company at Port Elizabeth in putting through its business than if there were an office in Cape Town, and I can see no force in the argument at all.

Practical experience shows it.

I do not know how there can be practical experience of the working of a Bill which has never been in working yet.

In other matters.

The Patent Law, for instance?

The hon. member for Cape Town (Harbour) (Maj. van Zyl) has said that there is delay in the administration of the death duties and in the administration of the Patent Act.

What, in the Patent Act?

No, he did not say that.

Well, I know that the death duty was one of the cases he quoted. What delay in the death duties’ office has to do with delay in the company’s office, I do not know. He went forth with the general statement that there is always delay in every matter which has to be referred to Pretoria. If that is so, why then not make representations against the office which is guilty of that delay. It certainly is not an argument which weighs with me, that because a man lives in Pretoria he delays things which he would not do if he lived in Cape Town. I say, as I said before, that we have practised under a somewhat similar Bill for nearly 15 years. We have not found that the centralization of the work in Pretoria has delayed us or put us to any inconvenience in the past. I am satisfied that if there are four registry offices in this country, the efficiency of this Act will be destroyed, and a great deal of what we hope will be the effect of passing it will be lost. I am certain that such a system will make for inefficiency and bad administration. I am sure there is only one way of properly administering this Act, and that is by having the administration done by one central office. On those grounds I support the Minister’s amendment.

This discussion up to now has been mostly confined to lawyers, but, perhaps, a layman might make a few remarks. On this matter I am perfectly impartial. I am not a lawyer, and I am not interested in any legal business. I live nearer to Pretoria than to Cape Town. But my sympathies are with Cape Town. I could have understood the hon. member for Christiana’s (Mr. van Hees) argument, if this were a new law, and if no offices existed at all, but the offices in Cape Town have existed for a long period, and you are depriving the public of a convenience which they have enjoyed for many years, and you are depriving the profession of doing a certain amount of business which they have done before. I sympathize with Cape Town, because in Kimberley my experience is that every conceivable office which we had in Kimberley, which could be removed, has been transferred to Bloemfontein. This House would hardly believe it; we had a mining inspector in Kimberley for 50 years, surely he was necessary there. He was transferred to Bloemfontein, and if we are not careful, this will be the stepping stone to more centralization in Pretoria. This, to my mind, is not carrying out our policy of industrial development. It is opposed to it. The Minister’s reasons for concentrating these offices in Pretoria is to save a few thousands every year. There are hundreds of post offices in small towns that are run at a loss at the expense of the public, but even the Minister’s estimate of a loss does not occur, because the deeds office more than covers the expense of running it. What our duty as legislators is, is to consider what is due to the public and to their convenience, and if it means a loss to the Department, well, the taxpayers must pay it; they have done it up to now in the twopenny postage.

I absolutely agree with the hon. member.

The Minister’s desire to save a little money, to my mind, is not political economy—it is the economy of a politician.

Ek wil net ’n paar algemene aanmerkings maak, want ek dink dit bewys die saak nie as ’n paar konkrete voorbeelde aangehaal word, soos b.v. of mense registrasie van Port Elizabeth gouer deur kan kry in Pretoria dan in Kaapstad. Dit weeg by my nie, want jy moet die Wet in sy geheel neem en in die algemeen sien hoe dit sal uitwerk. Ek aarsel nie om te sê dat ek vir die beginsel van sentralisasie is nie en in alle wetgewing sal ek soveel moontlik die sentralisasie steun, maar oor-sentralisasie is ’n euwel. Die edelagbare die Minister het melding gemaak van ’n onus in Staatsake. My gedagte is dat die-onus op die edelagbare die Minister rus wanneer hy sê dat die sentrale kantoor in Pretoria moet wees vir die hele Unie. Ek is vir handhawing van bestaande beginsels. In hierdie geval is dit vandag aparte registrasie in alle vier provinsies. Dus die onus rus op die edelagbare die Minister. Dan is daar ’n paar punte geopper van die andere kant wat ek melding wil van maak, omdat ek daarin verskil. Die edelagbare die Minister het melding gemaak van die ekstra onkoste. In my opienie is die bewys nie gelewer nie dat die onkoste uit proporsie sal wees met die publieke gerief en met die bestaande toestand van sake. My vriend hier agter my het gesê dat die punte wat aangehaal is almaal alleen vra na wat die gerief van prokureurs en advokate vereis. Ek neem juis die publiek se opienie as toets en as jy die as toets neem is my antwoord, handhaaf wat totnogtoe die praktyk gewees het. Die kwessie van aparte kantore vir die registrasie van aktes en aparte kantore vir die vier provisies vir registrasie van maatskappye het niks met die saak te doen nie. Ek dink dit sou wenslik wees om twee aparte kantore te hê vir die van maatskappye en die registrasie van aktes, maar ons moet handel na die middele wat ons het eh waar ons nie oor ruime middels beskil nie moet ons voorlopig daarvan afsien om aparte kantore te hê vir die twee doeleindes. Ek hoop dat in die toekoms die staatsmiddele so sal verbeter, dat aparte liggame in die lewe geroep kan word. Maar dit lyk virmy, dat die edelagbare die Minister sy eie argumente in duie slaan. Die edele lid vir Troyeville (de hr. Webber) het aangehaal as voorbeelde van sentralisasie maar ek kan nie begryp nie hoe dit iets met sentralisasie te doen het nie. Ek kan ook nie begryp hoe dit enig aanmerkelike verskil kan maak of registrasies in Kaapstad of wel in Pretoria plaasvind, want ek laat my nie vertel dat die amptenare, wat ’n bietjie ondervinding het en bereken vir hulle taak is, om die registrasie te behartig, so skaars is en nie te vinde is nie. Dan ’n ander argument van die edelagbare die Minister is, dat hy sê ons moet eenvormigheid in die hand werk, sodat daar nie verskeidenheid in die praktyk sal ontstaan nie. Ek sou dink dis ’n baie gemaklike ding vir die vier registrateurs van die vier Provinsies, net soos dit die praktyk is by die van aktes en transporte, om nou en dan ’n konferensie te hou of seifs vir korrespondensie of by sirkuleres die eenvormigheid te bewerkstellig. Dus, die argument weeg by my nie veel nie. Nou kom ek weer terug by my bewering, dat die edelagbare die Minister sy eie argumente, wat onkoste betref, in duie slaan. As ons nagaan wat alles moet gedoen word deur plaaslike kantore en wat die onkoste daaraan verbonde sal wees, dan begryp ek nie wat die grote verskil in onkoste sal wees nie. Die Minister het ons verseker, dat ou plaaslike kantore alle soorte van informasie verkrybaar sal wees. Dan dink ek is dit ’n bietjie ’n jammerlike argument wat my vriend daar agter my gebruik het deur dit voor te stel, as of wanneer Kaapstad as sentrale registrasie kantoor aangewys wou word, dat dan iedere man in Kaapstad daarvoor sou gewees het. Ek self is nie daarvoor nie. Ek dink argumente van die aard bevorder die werk in die Huis glad nie. Dit is ’n soort van persoonlike argument en in my opienie bevorder jy die saak daarmee nie. Dan het my vriend die edele lid vir Troyeville (de hr. Webber) gesê dat as jy die sentralisasie nie bewerkstellig nie, dat dan die doeltreffendheid en doelmatigheid van die hele Wetsontwerp sal verminder. Ek verskil heeltemal met hom. Daar is geen enkele grond daarvoor nie en ek weet ook nie wat hy daarvoor kan aanhaal nie. In my opienie sal die Wet net so doeltreffend wees as daar vier aparte kantore is, as dat in een gesentraliseer word. Die edelagbare die Minister het gesê dat jy dit moet as ’n koue besigheidspunt beskou, glad sonder sentimentaliteit. Ek het ’n grote bewondering vir die edelagbare die Minister as regsgeleerde, maar ek vrees hy het baie gebrek aan mensekennis en skyn nie te besef wat ’n grote rol die gevoel en die sentiment in die hele wereld speel en in die wetgewing van lande. Ons het tot hiertoe aparte registrasie kantore gehad en dis vir my heeltemal duidelik dat die publiek in die algemeen sal protesteer teen die sentralisasie en daarom sal ek die desentralisasie-stelsel steun en stem teen die voorgestelde amendement van die edelagbare die Minister.

Despite all that the hon. the Minister has said in favour of this clause as an amendment to that produced by the Select Committee, I hope that this Committee will not accept the amendment. The hon. the Minister deprecated the question of sentiment in connection with this matter, but we cannot ignore sentiment, and sentiment is very strong in the country with regard to this continued centralization. It is true, as was pointed out by the hon. the Minister, that we have got a comparatively small population, but we have got a huge country, and I hope the population will grow and justify this consolidating measure. The hon. member for Christiana (Mr. van Hees) quite forgot, in the course of his argument, that the fact is, that we have got something to-day which, under this amendment of the hon. Minister, is to be taken away. The hon. the Minister referred to the extra cost that will be involved in connection with this Bill as altered by the Select Committee. But, after all, what is that extra cost? The question of cost has been very well put by the hon. member for Cape Town (Harbour) (Maj. van Zyl). It shows that very considerable revenue is derived by each Province from this particular source. But is the small extra cost, if there is any, worth considering when the country is entirely opposed to it? In this connection, Natal has been stated to be lukewarm. But I say that this is very far from being the case. The various Chambers of Commerce, the Society of Accountants, and the Law Society, and not alone public bodies, but the public itself, are much opposed to it. We have suffered particularly from centralization and are strongly opposed to it. But I do not propose to go into the technical side which has been raised by the various lawyers. During the debate to-day we have had a lot of the pros and cons of what would or would not happen in connection with the Bill when it goes through. The fact is, that at the present moment we have, in South Africa, practically got only one really good Act, and that is the Transvaal Act. The Cape Act has served its purpose very well, but so far as Natal and the Free State are concerned, everyone admits that their Acts are obsolete, and it is time we had on the statute book a consolidating law, which will be a tremendous boon to the community and to the public at large. It is stated by the supporters of this amendment, that the proposals of the Select Committee will involve the employment of many more men to work the Act. This is, to say the least, very doubtful. Surely an obsolete Act is more difficult to work than a measure which is modern and up-to-date, and so far as the greater number of returns required is concerned, there should be no difficulty, as the Act clearly sets out the forms required. I, therefore, hope the Committee will not accept the amendment proposed by the hon. the Minister of Justice, but will accept the clause as adopted and brought up by the Select Committee of this House.

I wish to say a few words more with regard to the speech of the hon. member for Troyeville (Mr. Webber), because he is looked upon as being one of the great protagonists of the Minister of Justice in this matter, and he seems to have come to the conclusion from his reading of the Bill that there is going to be such a tremendous amount of work thrown on the Registrar of Companies, that it will take him all his time. I have already shown that as soon as a company goes insolvent and is liquidated, the registrar has nothing to do with it. For the rest he is mentioned in the Bill no more than 20 times; and in at least half of these cases it is enacted simply that some document or notice has to be sent to his office, and has to be recorded there. In other cases, the courts have ordered some record or minute or something of that sort to be registered. There are only a few instances where he is given any semblance of discretion at all, and in most of these cases the discretion is subject to an appeal to the court, and in one of these instances I am going to submit that discretion should not be given him at all. For instance, you have in section 11 that if a company changes its memorandum, we all know this, it comes to a court for leave to do so. The court then goes into the various requirements and says: “We give the order, and this is to be registered with the Registrar of Companies.” What judicial discretion has he in that matter at all? It is being done now by the Registrar of Deeds. Then there is the memorandum and articles—they have to be registered with the Registrar when a company is first formed, and if it is in accordance with the Act he certifies the incorporation of the company. The same thing is being done by the Registrar of Deeds now and without the aid of such particular instruction as is now given in sections 6 to 10 of the Bill, which lay down for the present Registrar of Companies all that, he has got to do. It is a regular bible of reference for him, and makes his task easy compared to what was the case under the Cape Act. The present Registrar of Deeds has not got that. Then my friend the hon. member for Troyeville (Mr. Webber) laid great stress upon section 26—the list of members and the summary which have to be sent in once a year. This is not going to take place every day. In fact, one may say that during the life of a company it will not send to the Registrar of Companies at Pretoria or elsewhere more than four documents during the year, because it is not every company that changes its memorandum; it is not every company that reduces its capital; it is not every company that increases its capital: it is not every day that a company makes a change in its articles. In every case of course one knows that they have to be registered merely. Now this list of members and the summary—there is a whole kind of bible laid down for the guidance of registrars it means a lot of almost mechanical labour one knows and can see, but all that the Registrar has got to see is that the documents are sent to him and are registered there. And I cannot see, as has been said before, why an ordinary well-paid clerk with ordinary everyday intelligence would not be able to work most of these things that are now in the Bill. For instance, “notice of conversion of shares into stock”—he has got no discretion in regard to that matter. If any members object to them, they have to go to the court, and that is the genius of the Act, it will not allow the discretion to be survived outside of the court, except in one or two small particulars. In these there is a certain amount of discretion left to the Registrar of Companies, but very small; and he would only have to exercise that discretion about once a year, in respect of every company for perhaps some hours a day. Now take, for instance, “notice of increase of share capital”—all he has got to do is to record that, or in another case the court’s order for the re-organization of share capital. You just lodge the order and he registers it—no discretion at all. “Registration of court’s orders for reduction of capital,” again he has got no discretion; they simply say: “You will register this,” and he registers it.

You might get a machine to do it.

Not a machine; but all you need is a person of ordinary intelligence. I am meeting the case, which has been made by the hon. member for Troyeville (Mr. Webber), that you must have an all-time registrar of companies, and no registrar of deeds can possibly in the future carry on his work of registrar of deeds and registrar of companies. That I say is so much nonsense. Here is one instance under Clause 68 that when a company passes extraordinary or special resolutions and sends them to the Registrar of Companies, Clause 68 of this Bill says that the Registrar has a power to refuse it, subject to the court’s ordering. That is the particular one I wish to object to. Such a provision is not in the English Act nor in the Transvaal Act, and is a mischievous provision, because a discretion like that to say whether a resolution, which is usually drawn up after careful thought and consideration by the lawyers of the company, and by its directors to give the power of saying whether it is to be registered or not even to an experienced registrar of companies is, as I say, putting that right upon the wrong man. That ought to be left to the court to decide after argument and not merely to a registrar of companies, however capable he may be. Then again, a list of names of directors and the secretary and any change has to be sent in. He has got no discretion there. It simply has to be recorded by him. “Lodging of Prospectus with Registrar for Registration”—that is a point raised by the hon. member for Troyeville (Mr. Webber), but the Bill is another “Bible.” You have to put in a prospectus, and all they do is to lodge it, and the registrar to register it. This is so for a very good reason. The Act specifically does not give the registrar of companies any power with regard to prospectus because he is not a judicial officer. The court does not want it argued: “Yes you have an officer or registrar of companies who has to be passed, and therefore approved of, this prospectus.” Now you cannot cavil at this. Some of these points may, to some people, seem rather trivial, but their triviality lies in this that they do not all bear out the argument of the great protagonist of this section, when he says that the registrar of companies will have so much to do. We see in all these cases where discretion is alleged to have been given to the registrar’s office that in 70 per cent. we find there is no discretion at all. Then it is said that a company to be formed at Port Elizabeth can as easily communicate with Pretoria as with Cape Town. That may be so as regards communications relating solely to Company Act requirements. But suppose it is a land developing and settlement company, whose business is to sell and transfer land and possibly take mortgages. It would have to communicate for this purpose with Cape Town Deeds Registry, and would so communicate at least twenty times for every once it communicated with the Registrar of Companies at Pretoria. The latter communication entailed greater delay than if the registry was also at Cape Town, where the deeds registry is.

I desire to congratulate the hon. member for Edenburg (Mr. Beyers) on the words he has addressed to the hon. member for Christiana (Mr. Van Hees), because that hon. member spoke in a way calculated to take the debate down to the lowest abyss. His whole point of view was that everybody in the debate had been actuated entirely by self, and was in the nature of the lowest form of parish pump politics. As far as the hon. member for Christiana (Mr. van Hees) is concerned, I hope that the House will rise above that level. Personally, I am really puzzled at the action of the attorney in Cape Town not being in favour of the Bill. So far as I can see the objections are venal ones, but in them there was a great opportunity of getting a lot of more money from the public. If the Bill goes through in the form suggested by the Minister, the work will go to Pretoria, and there will be a considerable advance in scale of fees and much higher allowances. The Cape Town attorney will still draw his comfortable allowance, which would amount to something he would have drawn in any case, and all he would have to do would be to pass on the papers to Pretoria. At the same time the practitioner in Pretoria would have to be paid, and the unfortunate clients would, in all probability, have to pay about three more than at present. That would be extraordinarily nice for the practitioner in Pretoria also. I am also surprised at the complacency of the Johannesburg toad under the Pretoria barrow. The attorney there only has to travel 40 miles, and has an enjoyable week-end in performing his work, but, unfortunately, the practitioner in Cape Town, who would have to travel over 1,000 miles, could not avail himself of the same opportunity of making his debut. The hon. member for Troyeville (Mr. Webber) has told us of his 16 years’ experience, but I would like to point out to him that possibly for a long period he has left most of the work to his clerks, and does not travel to Pretoria at all. There has been a great deal of loose talk about workings of the Act, and the difference between the working in Pretoria and in the Cape. Not for the benefit of the experts, but for the non-expert members of the House. Let me say that from time to time the company laws of England have been transported to the various colonies; the transfer to the Cape took place in 1892. and to the Transvaal in 1908. The Transvaal had 18 years more experience to work on than the Cape, and there are four or five more matters included in the Transvaal Act than in the Cape, but to talk about the Transvaal Act as being better drafted than the Cape Act is all nonsense. There are only a few instances where the Transvaal Act differs from the Cape Act. As a matter of fact the differences between the Transvaal and the English law are surprisingly little, and the same applies to the Cape law. That being the position, I do not think that we need discuss the relative measures in the Cape and the Transvaal Act. There cannot be no suggestion that those entrusted with the administration of the Act in the Transvaal are more efficient than those administering it in the Cape are. There is one last point, and it is this, that if this measure of the Minister’s goes through it means that about £20,000 will be taken out of the pockets of the people of the other three provinces, and the only reason we can see for this is that there will be £3,000 less expenditure in the Budget.

Here we have a consolidating law, and the consolidation of these provincial laws is primarily to protect the public. The law which it is intended to place on the Statute Book will in a great measure achieve this. You may however have the best law, but it is of little avail unless you have competent officers to see that the law is enforced. There is no doubt that any one acquainted with the Companies’ Law knows that to carry out its provisions is a highly technical matter, and as registrar you want a man of the greatest proficiency. If you have four registration offices, you must have men in each office who are capable and qualified, and you must consequently have four officers thoroughly efficient. It is all very well for the hon. member for Newlands (Mr. Buchanan) to belittle the duties of a registrar of companies. He brings the work down by implication to that of a rubber stamp or a machine. Personally, I have been associated with the working of companies as a director of companies and otherwise, and it is admitted the Transvaal Company Law is the most up-to-date; these officers work most efficiently and have to do work of a most complicated character. The registrar must be a man who must be highly trained, and be able to perform duties of a most responsible character placed upon him under the law. I say if you wish to secure protection for the public you want a good registrar, and it is now for this House to decide whether the circumstances of the country are such that they will warrant the institution of four registration officers of the character I have described. Well, I do not think our finances will warrant this. I am approaching this question dispassionately, and it is my view that it is far better to have one registration office with a highly competent trained man at the top, to look after the interests of the country and the public than to have offices in each of the various provinces, in which the highly technical duties which would devolve upon the registrar would probably be indifferently performed. Both on the grounds of efficiency and expense this House should approve of the attitude taken up by the Minister.

Ek weet natuurlik nie veel van die saak af nie en moet dit maar beoordeel na die diskussie en verder mag ek verklaar dat ek sewe briewe ontvang het van mense, wat natuurlik van die saak op die hoogte is en dit kan beoordeel soas dit is. My word gevra om my uiterste te doen dat die kantoor nie op Pretoria gesentraliseer word nie, maar telaat soos dit was, voordat die Selekt Komitee aangestel werd. Dus, ek moet my voeg by diegene, wat dink dat dit verkeerd is om die kantoor op Pretoria te sentraliseer.

Waar is nou die argument van Port Elizabeth?

Dit is nie net die Kaap wat agiteer nie, maar die hele land voel dit as ’n onreg. Voor my lê ’n hele paar briewe, dat sentralisasie verkeerd sou wees en ek sal daarom stem by diegene wat dit opponeer.

From the speeches which have been delivered by the hon. members for Wodehouse (Mr. Venter), Beaconsfield (Col. Sir David Harris), and Barkly West (Mr. Scholtz), it is clear that the member for Christiana. (Mr. van Hees) is wrong in thinking that this was a contest between Cape Town and Pretoria. The hon. member for Christiana (Mr. van Hees) ought to know that advocates have no connection with the registration of companies, as it is the work of attorneys. So the members of the Bar who have spoken on this matter have nothing to gain. I only mention that, because the hon. member for Christiana (Mr. van Hees) brought it up, as it brings this debate to a very low level indeed. The hon. member for Christiana (Mr. van Hees) said it was contemplated that in the Act of Union everything should ultimately be concentrated in Pretoria. I challenge that. If, when your Act of Union was being considered, you would have gone round the country and said, not that the seat of Government should be at Pretoria, but that every office was to be moved to Pretoria, you would have had very great difficulty in getting the Act of Union through. It seems to have been overlooked by a number of hon. members, that the Select Committee laid down that the central companies registry shall be in Pretoria, and that there shall be a central companies registrar at Pretoria. The Select Committee rightly said that, having got your head official at Pretoria and your central office there, let there also be provincial registries at Cape Town, Blogm-fontein and Pietermaritzburg. I hope, however, we have heard the last of the argument about this being a contest between Cape Town and Pretoria. The Prime Minister, on another occasion, told this House that there was nothing more ruinous than bureaucratic Government control, but if this central office is going to be established in Pretoria, and the Select Committee’s recommendation is not going to be adopted in so far as the offices of the other towns are concerned, then the public are going to be very seriously inconvenienced. The hon. member for Christiana (Mr. van Hees) speaks of the objections as coming from lawyers, but he may not know that the chief objections come from the merchants, and not the lawyers at all. The Associated Chambers of Commerce throughout the Union think that the Select Committee’s recommendation was the proper one. Somebody referred to a compromise having been arrived at, but the hon. member for Troyeville (Mr. Webber) objected to this, description. I do not suggest that it was a deliberate compromise, but if a compromise can be described as a fair working arrangement, I would then describe it as a compromise. This is purely a matter of public convenience. I think that where administrative machinery is working well, it should not be rooted up and taken a thousand miles away. This machinery has worked well, so why not, instead of uprooting it, take it in as the Select Committee proposes? Hon. members will find that there are merchants and people from all parts of the Cape Province asking for this, so do not let it be thought that it is in any sense a contest between Pretoria lawyers and Cape Town lawyers. Nothing of the sort. It is simply drawing a red herring across the trail, to put it that way. It is purely a matter of public convenience, and I do say that if you go on in this manner, if you go on with this centralization, you are going to get the Government more and more out of touch with the convenience of the public. That is what will happen if you are going to transport things far away from where people want them. Take the small man, who cannot afford sending someone to Pretoria, or who cannot afford instructing someone in Pretoria to find out. You will make things impossible for him. To-day the small man has no complaint, but if you are going to centralize all things in Pretoria, you are going to make the companies and everything connected with companies, the sole domain of the rich. The best way, I say, is to follow the Select Committee. Keep your central registry at Pretoria—I agree that that is essential—but keep your three provincial registries, because it has been clearly shown that they are for the convenience of the public.

I just want to say a few words because there are one or two points which I wish to refer to. The hon. member for Cape Town (Castle) (Mr. Alexander) has referred to the existing administrative machinery. Not a single hon. member has attacked my arguments on this point. It is a question of setting up three distinct company offices. It is not a matter of continuing the existing offices. My proposal continues the existing administrative machinery, because I leave the Registrar of Deeds with copies. The hon. member for Newlands (Mr. Buchanan) has tried to ridicule the matter by reading clause after clause of the Bill, and saying that there is nothing much for the Registrar to do, and he went so far as to say that the arguments of the hon. member for Troyeville (Mr. Webber) were nonsensical. I want to say this, that the Registrar of Companies at present has three or four clerks, who do nothing but this kind of work, and the Public Service Commission has twice inspected the office, and instead of recommending a reduction of this office, has recommended a re-grading of some officers to a higher grade. Well. I would rather take the views or the Public Service Commission on that point than those of the hon. member for Newlands. (Mr. Buchanan).

That has nothing to do with the question of central registration.

No, but the hon. member for Newlands (Mr. Buchanan) said there was nothing much to do, and he attacked my proposal on that score. Let us face the matter and not draw a red herring across the trail. We have to start three new offices in addition to the central office at Pretoria. It is no use talking about Pretoria in the way that hon. members have done. Anyone knows that you cannot work this efficiently as a side show by simply putting it on the hands of the Registrar of Deeds. The Registrar of Deeds in Cape Town is a very able man, and he says he cannot do the work under this Act unless he gets such assistance that he gets a responsible chief clerk. The office in Pretoria under the Select Committee’s report will require the same assistance as under my proposal, because under the Committee’s proposal there is still a central office and after all the documents have to go there. What does the Select Committee mean? Is the Central Registrar simply to be a figure head, or is he to be an officer who exercises supervision?

Simply a filing officer.

Is that what the amendment means? I take it that it is his duty to look through these documents, and if there is any irregularity, to call the attention of the Provincial Registrar to it.

The hon. the Minister does not suggest that the Central Registrar must do all the work of the provincial office over again?

The supporters of the Select Committee’s report do not know themselves what they want. The hon. member for Cape Town (Harbour) (Major van Zyl) said that there was a compromise. I emphatically deny that. There was no compromise. The opponents of these provincial registries never compromised. There is the hon. member for Bloemfontein (North) (Mr. Barlow), who was a member of the Select Committee. He didn’t compromise, nor did the hon. member for Christiana (Mr. van Hees). who was away when the voting took place. They never compromised in the least.

They were not there.

It was a compromise between the opponents of Clause 3. That is quite a different matter. Some of the opponents wanted to have four separate offices, the one to have nothing to do with the other. Well, I can quite understand that that was a logical position, to give each province a company office, quite independent of each other, and the one to have nothing to do with the other. Some of the other opponents rather wanted some sort of central office which would have some sort of co-ordinating controlling capacity, and it was a compromise between the opponents, and the result is that we have a hybrid proposal here, which I do not know what it amounts to. The hon. member for Cape Town (Harbour) (Maj. van Zyl) said my only argument was that there might be some difficulty about the name. When I introduced this Bill into the House, the case seemed so self-evident, seemed so clear, that I did not think it necessary to labour the matter. It is true that I mentioned the question of the name casually. Now that shows the paucity of the argument of my opponents. They have fastened on to that.

Well, the hon. the Minister said it on the second reading.

The position to-day is that all this opposition reminds me very much of the position which we were faced with at the time of the Patents’ Bill. This Chamber at that time rang with the denunciation of the centralization which was taking place, and all sorts of dire evils were prophesied if we didn’t have four Patent Offices. Luckily, this House took a sensible view and established one central office, and I ask the House “has there been any inconvenience?” Have any of these evils, which were prophesied, come true? We sent copies of all the documents to be filed here, and the result is that we have had fourteen inspections in one year. Where are all these prophesies now? I am prepared to prophesy now that if we have one central registry office for companies, we shall hear nothing of all this inconvenience. Then the hon. member for Cape Town (Harbour) (Maj. Van Zyl) referred to Australia and Canada. For all I know, I am not sure, Australia has not got one unified Companies Act. These arguments are all very well if we had four or five Acts. Canada. I think, is the same. In the United States each state has its own Parliament, its own Chief Justice and its own Court, so that that argument does not really hold. Then there is the further question of the extra cost under my proposal. On my proposal the extra cost would be the cost of the paper, because instead of sending one copy, more copies would have to be sent, as is the case in the Patent office. We hear a great deal about amending the articles by special resolution. All that would happen, is that the company would have to send in four copies. The articles of association of most companies. I think, are printed, if they are of any length.

They would have to be certified copies.

It says “certified copies.” Of course the copies must be on good durable paper.

It cannot be carbon then.

It depends on what the paper is. Anyhow the expense is not appreciable. I am doing this for the sake of convenience, because that does away with all these arguments about passing bonds and transfers. All these difficulties are done away with. The Registrar at Cape Town will have, copies of all the articles of association so that there will be no difficulty about passing a bond.

You will have to have a copy filed—

That you have to do now. You are in the same position now. As a matter of fact there is one point under which, with my amendment, the position would be better, because if you have in Cape Town a separate registrar of companies, he would have to carry on his business in a separate office from the registrar of deeds, who is already cramped for space, and you will not have them in the same office. Under my proposal he will have to put aside a room in his office where all these documents are filed. I am not going to labour that, but that does away with all the arguments about cancelling bonds or registering deeds. As regards registration of companies you would, of course, have to file your papers with the local registrar of deeds or with the central office—

Your registrar would want a copy, a certified copy of the original.

He would want a duplicate original.

A certified copy.

He has a certified duplicate original to-day. I understand that at present the original is retained by the company.

Yes, the company retains the original.

The position will be exactly the same as it is to-day. The registrar of deeds will have in his office the same documents as he has to-day, so far as the registration of bonds or the passing of transfers is concerned. Then in regard to what the hon. member for Cape Town (Harbour) (Maj. van Zyl) has said, I want to correct one or two points. He mentioned certain fees. I think he made a mistake. The fees are not company fees, they are deeds office fees. He will find the total fees under the heading “fees collected”. Unfortunately, I have not got them separated, but they are about £2,000 altogether. There is nothing like £20,000’ collected in fees for the registration of companies. The hon. member read from a report of the deeds office in Cape Town, and the figures at once struck me as very high. It mentions transfers and bonds. The hon. member will see that the report says “there was again a decrease in the revenue.” He will find some reference there to the number of joint-stock companies. That should have been a new paragraph. I do not say it is the hon. member’s fault. But the amount of £20,000 struck me as rather high, because I was informed that the revenue from companies is more in the neighbourhood of £2,000. Then the hon. member went in for an attack on Pretoria. The hon. member for Cape Town (Castle) (Mr. Alexander) said that he did not want to make it a fight between Cape Town and Pretoria attorneys. Well, I may say that I have not had a single communication from the Pretoria attorneys throughout.

Of course not, they are quite satisfied.

The Pretoria attorneys naturally know that Pretoria is the administrative capital. I am prepared to accept that as a fact, just as I am prepared to accept as a fact that Cape Town is the legislative capital. The Act of Union has dealt with all that.

If Cape Town had been made the central office, the Pretoria attorneys would have objected.

Well, we have heard all that on the Patent Law. When we discussed that, the rafters rang here of the great inconvenience, the great delay, and the great trouble that would be caused by this centralization. We have not had any inconvenience. I agree with the hon. member for Edenburg (Mr. Beyers), in regard to over centralization, but that does not mean that you must never centralize. The hon. member for Beaconsfield (Col. Sir David Harris) talks about expense. I have to keep magistrates all over the country, and naturally the public convenience requires these officers there, and if public necessity requires to have four separate offices, then there would be an end to all the arguments.

Let the public solve it by registering in Pretoria.

I do not know what he means by “let the public solve it.” The hon. member asks the public to do that. He might as well say, “ask the public to solve the question by putting post offices all over and asking them to post at a central office.”

If the argument were sound they would register in Pretoria.

I must say a few words about the attack that the hon. member for Cape Town (Harbour) (Maj. van Zyl) made on Pretoria officers. He mentioned the question of death duties. Now these are matters of great complication; they entail much correspondence and provide some of the most difficult legal questions, and I am quite sure that if he compares ours with the English practice he will find that there is just as much delay in dealing with important matters, but what has that got to do with Pretoria? The Commissioner of Inland Revenue, I believe, spends considerable time in his office in Cape Town. I remember a very prominent official in Cape Town, who, fortunately, is no longer in office, had some thirty letters from one single man, none of which he had replied to and all of them extending over a long period. But that does not prove anything. You should expect that the work would be properly done where you have an organized office. I put it to hon. members if they were in my place, if I have to run a company office under this Bill in Cape Town, would they expect me to run it without a responsible official in charge, a responsible official at any rate who could use his common sense? The hon. member for Newlands (Mr. Buchanan) made it out such an easy Bill to understand.

I did not say that at all.

Everywhere they had a “Bible,” and it was so simple that the hon. member did not want—

The Bible is not so simple.

No, it is not so simple. If you have to run these offices you have to run them with responsible officials. Let us face that. You have to put a responsible official in charge of the office and give him the proper accommodation and proper assistance, and you cannot expect the Registrar of Deeds, who already has very important and troublesome work, to carry it on as a side-show. There is another matter I want to deal with, and that is the remarks by the hon. member for Tembuland (Mr. Stuart). I believe that he said he was very surprised that the Cape Town attorneys did not support the Minister’s proposal for their own financial interest, and he argued in some abstruse manner which I could not follow, that the costs would be so much increased that it would be to the advantage of the Cape Town attorneys. Whether the costs are increased or not is a question which depends very much on the work done. I know this, that if I want to register a deed of transfer, whether I instruct an attorney in Kokstad, in Vryburg, in Cape Town, or in Pretoria, wherever I give instructions to have that deed registered, it generally costs me the same, because there are definite fees laid down for the registration, the only difference being that the man who is away from Cape Town, or the place where the deeds office is, gives instructions to an attorney or rather conveyancer there, so there is no necessity why the fees should be more. But surely a company is not registered every day. Can any hon. gentleman show me any reason why a company should employ an attorney to file these documents If a company is sending in a return under the Act, why employ an attorney to do it? They would probably employ an accountant to draw up the return, but there is no necessity why they should be sent in by an attorney?

It is a common thing to do, to employ attorneys.

But why employ an attorney to file these documents? The hon. member for Newlands (Mr. Buchanan) stated that a large proportion of the work under the Act was caused by liquidation where the several masters came in. I thought the question of a man’s position while alive was more important than when he was dead. Once he is dead, his affairs have only to be wound up. Surely when a company is formed, it expects a good many years of life, and the important provisions have to be carried out while it is living and not when it is dead. The Registrar has many functions to perform—he has to see that the papers are in order; he has to inspect the articles of association to see if they have complied with the law; to examine the proceedings to see if they have complied with the law; and he has to examine special resolutions, etc., to see if they conform with the articles of association. I know that several other speakers are still anxious to speak, and that is Thy I have intervened at this stage.

My constituency has been particularly referred to by the Minister and by several other speakers, and I suppose it is that because of its geographical situation it must look at the matter from the point of view of public convenience only. I have listened to all the arguments brought forward, and my difficulty is this, that having a great regard for the opinion of lawyers when expressed on legal matters, and wishing to agree with them all, I find the greatest difficulty, as they all seem to disagree with one another. It is unfortunate that trouble arose about six months ago. The hon. member for Cape Town (Castle) (Mr. Alexander) spoke about the feelings of the mercantile and other people all over the country in connection with the changes. I do not think there would have been any protest on the part of other parts of the country, if Cape Town had not first raised it. I do not imply that Cape Town should not have done so. I have telegrams from Port Elizabeth, but no action would have been taken there, were it not for the feelings aroused here, but that does not make the agitation the less sound. It is surprising the feelings which have been aroused, so much so that I have received a letter from London asking if it was true that if central registration did not go through, the Minister of Justice intended to resign. I have listened with the greatest attention to the member for Cape Town (Harbour) (Maj. van Zyl) and others, but, as far as I can see, they have not touched upon one part of the statement made by the Minister. I have tried to follow the facts as; far as they affect my constituency, but it seemed to me that the hon. members who spoke were arguing without taking into account the full effect of what has been put forward by the Minister of Justice in his amendments on page 104 of the Votes and Proceedings. The position is that they have not yet convinced me that the Minister has not met the position there. As there will be other legal gentlemen speaking, I would like if they would devote themselves to the point as to whether the amendment proposed by the Minister does not meet the case.

When the hon. the Minister of Justice spoke the other night, he said he would like to clear up one or two misapprehensions. One of those misapprehensions was that there was a question of conflict between Cape Town and Pretoria, but the Minister must have shivered this afternoon when he heard some of the speeches on this point, and particularly the extraordinary suggestions of the hon. member for Christiana (Mr. van Hees). I do not propose to go into absurdities of that kind, for this House must recognize at once that such an attitude as that of the hon. member was derogatory to the dignity of this House. The real question at issue is that of public convenience. We are approaching it not from the point of view of Cape Town only, but from that of other parts of the country, and we believe that public convenience is not met by over-centralization. When the Act of Union constituted Pretoria as the administrative capital, it did not mean that everything must be taken up from Cape Town and the whole of the country must be taken to Pretoria. We admit that there must be centralization to a considerable extent. But where is the dividing line to come in? We say that a very large factor is public convenience. Who are the best judges of public convenience? We consider that the men in a case like the present have to deal with this matter every day of their lives; those people who have to deal with the immediate practical working of the Act are those best qualified to advise us as to what is public convenience. The men who are professionally connected intimately and constantly with the working of the Act are those who practise as solicitors, and this House is not going to listen to those derogatory arguments which assert that the views of those people must be brushed aside because they have a direct interest in the matter. It must be decided whether their views are unsound or not, and they are entitled to be listened to with respect. It is not a matter of whether a man is a solicitor, a barrister, a merchant, a farmer, or anything else. He is entitled to be listened to with the respect due to himself and to the profession to which he belongs. The hon. member for Port Elizabeth (South-West) (Sir William Macintosh) has suggested that the whole of this opposition has been engineered by Cape Town. I only wish he had been on the Select Committee, for he would have then seen that the man who was one of the strongest opponents of the original proposal of the Minister, was the hon. member for Durban (Umbilo) (Mr. Mackeurtan). The Select Committee recommended that there should be a central registry office in Pretoria, but that the provincial office should also be retained. The Minister said this afternoon that those of us who oppose his proposal do not know what we want and said we were making an attack on the administrative capital. I resent that. We are entitled to say to what extent centralization in our opinion will be good or not good, and I am very glad to have an opportunity of fighting that point on this particular issue. There has been a great and growing over-concentration in Pretoria, and we say that over-concentration is bad for the public convenience. The Minister of Justice received a deputation not only of lawyers, who were fully entitled to state their views, but the Chambers of Commerce down here and well-known accountants. I wish to ask the hon. member for Port Elizabeth (South-West) (Sir William Macintosh) whether representatives of the Chambers of Commerce are not excellent judges of what is for public convenience? When the hon. the Minister met that deputation he challenged them that they did not represent the country and were only speaking for Cape Town.

I did not challenge them in any way. What happened was, the Associated Chambers of Commerce met in Johannesburg and I said “Have you got any Cape Town representatives here?” and they said “No.” I then replied that I was very sorry, as I wanted to discuss the matter with them.

I am not referring to that interview but a later one in Cape Town at which he met a deputation. Following the challenge at that deputation, telegrams were, if I understand aright, sent all over the country as to whether the views expressed in Cape Town were representative of the views all over the country, and it was ascertained that they were. The hon. member for Port Elizabeth (South-West) (Sir William Macintosh) said that all our remarks were cut and dried before anyone had seen or studied the proposals made by the Minister. I do not think the hon. member is speaking correctly when he said that. Those proposals were studied, and closely studied by people who were direct authorities on the subject, and they were convinced that the new proposals were no better than the old. Under the new proposals the Registrar of Deeds will have no function but that of a depository with whom certain papers will be lodged. But he ceases to have any functions of what may be called a “judicial” nature, and that is a grave objection. What we say is that the Minister does not go far enough in the direction which is wanted. The Minister said that not a single member had attacked his proposal from the point that it was not a continuation of the existing machinery. No one says that it is a continuation of the existing administrative machinery, but what we are fighting for is the point that it is not in accordance with public convenience at the present time. We say that the new proposal deprives the public of the convenience it at present enjoys of getting things settled and decided here. What the Minister proposes in his new clause is to make the Registrar of Deeds nothing but a depository of certain documents, merely a clerk in charge of documents, with no judicial functions at all. At present the Registrar of Deeds can decide any matters under the company law in his office here. This clause makes him nothing but a depository to whose office you go to see what the documents say, but he has no judicial functions left, and that is the difference between the two, that here the Registrar of Deeds at present can settle matters, people can go ahead, and here is no necessity for a long circumlocution between here and Pretoria in order to get matters settled. That is an important point. It doesn’t matter who is the officer or what the actual machinery is. The point is we are asking, whether it is done by the Registrar of Deeds, or the Registrar of Companies, we do not care which, we are asking that the same public facilities should continue as at present. It is not the question of continuing existing machinery, it is a question of continuing existing public convenience. I am trying to make that clear, and I hope that on that point the hon. member for Port Elizabeth (South-West) (Sir William Macintosh) will appreciate that there is a considerable difference. If the hon. member will look at the amendments put oh the Table he will see my point, and that is what makes the great difference. It is true that under the amendment there is the power of examining certain documents in Cape Town, but the point still remains that one has to go to Pretoria and employ people in Pretoria and Cape Town in order to get certain things done. And that is the argument of the hon. member for Cape Town (Harbour) (Maj. van Zyl). Now the hon. the Minister made one attack on the amendment which the Committee has carried and in that he was, strangely enough, supported by the hon. member for Troyeville (Mr. Webber), who said that the Bill would be quite useless if we were to have four registries, because you would have different practices at different offices. They say you would have companies picking out one registry instead of the other, and you would have the same inconvenience as at present and the Bill might just as well not be introduced at all.

And the inefficiency.

We come to that. As far as the question of differences in practice is concerned, the Minister said “Why bother about consolidating the law at all.” Well, at present we have four different laws, different altogether. We have a Cape law, Transvaal law, the Free State law and the Natal law, each with different requirements, and under those it will be found in practice that the Free State law, which hampers the company promoter less than any of the others, is made use of by people who do not intend to carry out the business of the company in the Free State, but who want to avail themselves of the opportunities of swindling; which that law enables them to do. Here that is taken away by having one uniform law for the whole country. Then on questions of procedure and practice there might be great differences the Minister says. Well, that would have very little effect on the question of public convenience. It would have no effect on the question of the necessity to consolidate the law as has been done here. But even that argument in regard to practice and procedure falls away when one looks at the amendment and one finds that New Clause 3, sub-section (4), says that—

What more do hon. members want? The Governor-General, that is the Government, advises the Governor-General, and the Government in this case is the Minister of Justice, and he would act on the advice of the central registrar. The central registrar would be the advisor of the Minister as to what regulations should be published.

The same delay and inconvenience.

I am surprised at the Minister. There is no question of delay and inconvenience about regulations. We have been talking about delay and inconvenience in individual cases, but what has the question of delay and inconvenience to do with regulations? It is almost inconceivable how the Minister of Justice can confuse the argument about delay and inconvenience with this question of regulations and practice which we are dealing with now. How can he say that the Bill might as well not have been introduced at all?

I regret having to interrupt the hon. member, but I must draw his attention to the fact that his time has expired.

Perhaps I may go on for a few minutes, when my hon. friend the member for Rondebosch (Mr. Close) will be able to go on later again. I do not understand why the hon. the Minister makes so much ado about this matter, and why he tries to magnify all these molehills into mountains. Here you have the Minister who is prepared to over-ride the majority of the Select Committee, where this matter was considered very carefully and at great length, and where a decision was come to by a majority by four to one. He is prepared to over-ride that majority. Then he is prepared to antagonise and flout a very considerable body of very strong public opinion directed against over-centralization, directed against the setting aside of a long-established system which has prevailed in the Cape and other provinces; and, thirdly, he is prepared, in order to get his way in this matter, to disregard the strongest possible representations made to him by leaders of the commercial and legal community with regard to this matter. And he is so set upon this matter, and he has been so unfortunate in the way he has dealt with this matter, that he has succeeded in leaving an impression on the minds of responsible bodies, such as the Associated Chambers of Commerce, whom he saw in Johannesburg, that if he didn’t succeed in getting his way in this matter, the Bill would not be proceeded with. He said that that was not the impression which he wished to convey. I can only say that he must have approached the matter in a very unfortunate manner to have made an impression of that sort on the minds of a responsible body like that. But what purpose is served by all this obstinacy which he has displayed?

Obstinacy on which side?

On the side of the Minister.

Question!

Apparently, the reason is that he hopes to save what he alleges to be a large amount of expenditure—some shadowy expenditure which is a question of the hottest possible dispute; and even if he does succeed in effecting a saving, it is the subject of the hottest possible dispute whether a great deal of that expenditure is not going to be transferred to the shoulders of the public.

Business suspended at 6 p.m. and resumed at 8.13 p.m.

When the Committee adjourned I was expressing some surprise at the obstinate persistence of the Minister on the amendment he is pressing upon the House. I could understand the Minister persisting in this amendment in the face of the strong sentiment prevailing with regard to the matter if this were a question of high principle. I could understand it if it were a matter of paramount public interest or necessity. So far as I can see, there is no question of high principle in this at all, because it is recognized in the Bill as it stands that there should be a Central Registry in Pretoria, and so the fullest possible recognition is given to the provisions of the Act of Union, but, as a matter of convenience, it is provided that there shall be registries in other provinces of the Union, and there is, therefore, no matter of principle involved; nor is there any clear case of economy involved, because it is entirely disputed whether or not, if the Bill goes through as it stands, it is going to involve a substantial increase of expenditure. The Minister says that it involves a considerable amount of expenditure. I anticipate that it would involve more expenditure to the public if the amendment was adopted. On the question of necessity, is there a paramount public necessity or interest? With regard to that, I agree with the hon. member for Edenburg (Mr. Beyers) that in view of the decision of the Select Committee and public sentiment, the onus rests very heavily on the Minister to show there is a public necessity for the amendment. What are the arguments in regard to the question of necessity? It is said that the Registrar of Companies requires to be something in the nature of a responsible man. So far as I can see from a study of the Bill, any ordinary member of the Public Service dealing with the matter in a practical commonsense way, can satisfy the requirements of the Act—nothing is required beyond an ordinary intelligent man, using ordinary commonsense. What is the great necessity for having an extra responsible man? Do not the same arguments apply when you come to the liquidation of the company? This is a most important point in the administration of the company law, and you will find that its supervision is entrusted to the Master of the Supreme Court—the Master of the Supreme Court in Cape Town largely deals with the liquidation of companies. If that work can be thrown on him, why should there be trouble about the registration of companies being banded over to the Registrar of Deeds as the responsible head of that branch of work? Why should he not perform that work with, say, an official under him. I cannot understand the difficulties, and it seems to me that the matter is really one of molehills being magnified into mountains. We have had the argument of the difference between registrars. If you have a registrar working unintelligently, it would be a simple matter to throw out the official if he was unsatisfactory. It has been suggested that people would seek out the most inefficient and the most weak official. That is exactly contrary to the probable position, because business men, as a rule, prefer to work with the most competent and with the official of the greatest possible efficiency. Then, we have had the suggestion put before us that there is a great need for the thorough examination of the articles of association of the constitution of private companies and of the prospectuses and annual returns if the constitution is approved of. I think that was the suggestion put forward by the hon. member for Troyeville (Mr. Webber) that this work has to be done before you get your certificate of registration. But this is the very strongest reason for having your officers invested with judicial powers in the provincial registries. This would do away with all correspondence with Pretoria. You have to satisfy all the points raised by the registrar before you can get your certificate of registration, and under the amendment you are undoubtedly going to have the greatest possible delay and inconvenience to the public. This is a point on which the greatest possible stress was laid by an attorney of this town, an attorney of wide experience in connection with the registration of companies, who pointed out to me that the most important phase of this legislation is to have your company registered, and that it is a most important matter to get that done with the utmost possible despatch. Business men are anxious to have their companies registered at the earliest possible moment and with the utmost despatch. He said: “I come with my articles of association and instructions to the registrar here. I say I want to have the company registered,” and he raises a difficulty. I sit down with him, and in ten minutes we clear all outstanding matters and do away with all the difficulties without any expense or delay. He emphasized that it is an essential consideration for business men to get this work done at the earliest possible moment. “But if,” he said, “I am to send all the documents to Pretoria through my Pretoria solicitors, and the registrar sends me down a number of enquiries, I have to answer them through my agent in Pretoria, carry on correspondence, which is an unsatisfactory method, and until I have answered and satisfied him upon all questions, I do not get my registration, the result being that a very great deal of delay will ensue, and the registration will hang over for a long time.” As an attorney, he attached the greatest importance to this side of the question, and also of having officials here with judicial functions—not mere machines. I am asked what the position would be in the case of East London and Port Elizabeth. With regard to these places, it is quite possible in some instances that there will be little difference whether they deal with Cape Town or Pretoria. But in the case of a great number of towns in the Cape Province the registration of their deeds is done in Cape Town. And you will find in these cases that if you want to pass transfer at Cape Town, you will be questioned as to the rights of the people who gave you authority to deal with the property, and you will have to satisfy the registrar that these rights are still in force.

I must sympathize with the Minister. It is not often the Minister gets fired at by the right flank. Most of the arguments raised against this Bill have been raised by members of the S.A.P. who hail from the Cape “peninsularity” again. The hon. member for Wodehouse (Mr. Venter) stated that he had seven letters from his constituents in connection with the matter. I think that correspondence emanated from the residents of Cape Town who have “correspondents” in his constituency. I make bold to say that in the whole district of Wodehouse in ten years they do not register four companies. This whole agitation emanated from Cape Town—it is not a question of principle but a question of interest. The hon. member for Newlands (Mr. Buchanan), when speaking on this matter, said he did not do so from the point of view of Cape Town, but for principle. Just in the same way I presume as the Law Society of Bloemfontein who came to me in the matter and spoke of the terrible things happening and what they meant. They are not always right even if they do vote for me. I am prepared on this question to take the lead from the hon. member for Troyeville (Mr. Webber), and I may say that no Select Committee ever before had a better Chairman on any Bill. I am more prepared to take the lead from him than from any member of the Select Committee and I hope the House will also do so. The amendment which emanated from the Minister should be followed by the House emphasizing at once that Pretoria is the administrative capital and that this capital where we are now is where legislation takes place. The House has not yet recognized that Bloemfontein is the legal capital, and the Cape members did not make an awful noise when it was decided that the Appeal Court should sit here. Then we heard no high tone phrases about principle. It was Cape Town only. The Chambers of Commerce all over the country are not particularly interested whether we should have this legislation.

No.

It is easy for the hon. member for Newlands (Mr. Buchanan) to say that anybody can run the registration, but I say you must have the best men to do so. [An Hon. Member: “Why not have four registration offices?”] Of course, you can do that, but I would vote against it, because I am right out for the Union, and you must have an expert official to administer this very complicated legislative measure. What difference does it make to a man who lives at Fauresmith whether he writes to Pretoria or writes to Bloemfontein? No, Sir, we must get away from this attitude of our local concerns, and there is a good deal of it in the Cape that we must hang on to what we have got and never mind the rest of the country. It has been pointed out that Company promoters will go to the weak administrators; there seems doubt about that. If a registrar of deeds is weak they get their cases through much sooner than with a strong man. No doubt, I am voting against the wishes of the majority of lawyers in Bloemfontein, but I do so because I believe it will mean a saving to the country. I am surprised at the members of the S.A. Party opposing the Minister in the way they are doing. We are going to assist the Minister in this and I will vote in favour of his amendment.

I could not help thinking when I heard the hon. member for Bloemfontein (North) (Mr. Barlow) speaking, how the Minister must shiver when he hears the speeches of some of his supporters, and I think that he must have felt a cold shudder going down his back when he heard that of that hon. member. What arguments did the hon. member for Bloemfontein (North) (Mr. Barlow) use? He said that the opposition simply came from Cape Town lawyers and that their attitude was purely one of “peninsularity.” But apparently the response made to the action which the Cape Town people took has been the same in reply to the action taken in the Free State and Natal. It is not a question of sentiment. All we ask is this—leave things as they are so far as the public are concerned, just as they have been since the Act of Union. In each of the four capitals we have the same thing; we have the Provincial Court, the Provincial Registrar of Deeds, the Provincial Surveyor-General and the Provincial Master. In all these cases the work is intimately connected with that of companies. Take the case of the reconstruction of a company. Take it that a liquidation is taking place for the purpose of reconstruction. Under the present system one part would have to be done down here and another part in Pretoria. It is perfectly ridiculous to treat a case like that. I would like to deal with the point the Minister raised this afternoon, and that is the question of cost. By those whose information I have reason to trust I am told that the question of the extra cost which is said to be incurred is very highly exaggerated. We have the registrar of deeds doing the work under the present Act most efficiently. When the point was raised before, the Minister said: “I have no control over the registrar of deeds.” My suggestion is then let the registrar of deeds be appointed registrar of companies as well. Then he would come under the control of the Minister of Justice. Let the emolument be increased, and that need not be a very big one. If you take the point that the fees which are at present charged for various things under the Act could be re-adjusted, then it could be arranged that the public who want the extra convenience would be able themselves to provide for it by way of extra fees without there being any very greatly increased cost to the country. I make bold to say that very many commercial men and accountants, apart from the lawyers, have asserted that it would be a very great inconvenience if the Minister’s amendment was given effect to. We may just as easily lose our Provincial Registrar of Deeds, our Provincial Surveyor-General, and our Provincial Master if the principle of the Minister’s proposal is carried. I think it is about time that we made a stand on these points and protested against this unwholesome centralization which it is attempted to bring about. Then we are told that there will be the difficulty of getting efficient men. Upon my word, I think that is one of the most amazing arguments I have ever heard. That is another bogey which is being held up to us. Let us honestly face the position. People, not only of Cape Town, but of the Cape Province, the Free State and Natal, do not desire to have this excessive centralization. They protest against it because it is a warning and a signpost of what will happen if we do not fight against it. And we take it as such, and we hope the good sense of the House will get away from all the camouflage which has been raised, such as has been raised by the hon. member for Bloemfontein (North) (Mr. Barlow). No, let us face this. We have got to decide to what extent public opinion is in favour of that little extra cost as against over-centralization, and we hope the House will endorse the action not only of the Cape Town lawyers and the Cape Town Chamber of Commerce, but that of the people of the Free State and Natal.

The hon. member for Rondebosch (Mr. Close) and others have, perhaps, forgotten more about the formation and registration of companies than I ever knew. But it is evident to me, Sir, that this Committee is heading towards a very interesting division indeed. I do sincerely hope that those who have objected to the Minister’s clause so strenuously will stand by their guns when the division is called. It is on occasions such as this that one realizes how very powerfully the legal profession is represented in this House. I saw somewhere once that there are no fewer than 42 lawyers in the House of Assembly, and I am beginning to believe that that is so. What I am principally concerned about, however, is the general policy of centralization of the Government, and, in passing, I may say that Natal in general, and Pietermaritzburg in particular, has had to fight step by step the continued desire of the Government to centralize everything worth having in Pretoria. In 1922 the hon. the Minister of Defence removed the ordinance departments from King-williamstown and Maritzburg, and centralized them at Pretoria. The hon. member for Cape Town (Castle) (Mr. Alexander), the hon. member for South Peninsula (Mr. Bisset), and the hon. member for Rondebosch (Mr. Close) did not come to the assistance of the two members for Maritzburg in protesting against centralization on that occasion. They were not so intimately concerned in that matter, as they evidently are now in the matter of the registration of companies.

The hon. member did not make a very strong case then.

That may perhaps have been due to the lack of legal training. The hon. the Minister of Defence at that time compromised in a way very similar to the manner in which the Minister of Justice is doing on this Bill. He: told us that he would leave sufficient arms and ammunition, and an armourer to look after things, so that, in the event of any trouble, there would be no necessity to run to Pretoria before the gallant people of Natal could “be prepared”; but the scheme has not worked out to plan, as the Minister tried to make out it would to the deputation which waited on him on the subject. This was in 1922. Then the Minister of Posts and Telegraphs comes along in 1923 and removes the accountancy departments of the Post Office Savings Bank from Bloemfontein and Maritzburg. The hon. member for Bloemfontein (North) (Mr. Barlow) had a good deal to say on that particular subject. He also had a good deal to say recently on an endeavour on his part to get the Air Force established in Bloemfontein, and I am surprised that a member with the record of the hon. member for Bloemfontein (North) (Mr. Barlow) should accuse anyone of parochialism—or peninsularism. The removal of the accountancy branch of the Savings Bank from Maritzburg, I understand, means that a working-man, before he can get 5s. out of the Post Office Savings Bank, has to communicate with Pretoria, and the transaction takes as many days as the number of shillings he desires to withdraw. I have no interests to serve whatever, excepting the convenience of the people whom I endeavour to represent, and I intend to support the Select Committee’s clause. They were appointed to go thoroughly into this matter. They were men who knew their subject, and I am going to be guided by the combined wisdom of the members who formed the Select Committee on this Bill.

As a member representing a Natal constituency I am opposed to the amendment moved by the Minister, because I think it will militate against the development, the very large development, which we hope for in Natal, as a result of the electrification of the main line of railway. We anticipate great development, and I think not without good reason, and if conditions are to be hampered in the way in which this amendment will hamper them, I fear that the people of Natal will feel that considerable discouragement is being offered, instead of encouragement, to their efforts. It is natural that a company should expect immediate protection in its operations, and as its operations will be in Natal, its domicile will be in Natal, and its litigation will be in the Natal Courts, there seems to be no reason in the world why that company should be obliged to be registered in the Transvaal. The proposal of the Minister in no way satisfies the desires of the people of the province of Natal that their companies should be registered in Maritzburg for the convenience of the public and to the early protection of the operations of the companies concerned. The Select Committee which dealt with this question was representative not only of the political parties in this House, but it was representative of the four provinces, and as regards Natal, everybody there feels absolute confidence in the decision of that Select Committee. Natal was represented on that Select Committee by the hon. member for Durban (Umbilo) (Mr. Mackeurtan), and his advice on that matter is one which Natal is prepared to follow. I have pleasure in stating that I shall vote for the section as amended by the Select Committee.

Now that the lawyers have ceased from troubling, a few honest members will have an opportunity of saying a few words. I wonder what Pretoria has done to the hon. Minister of Justice. Of course, I may be wrong, and I usually am wrong—but I can see stretching before me a huge fleet of attorneys warring on Pretoria. They will leave Cape Town, legal gentlemen will be folding their tents and silently stealing to Pretoria, which, I submit, is to the detriment of Pretoria. Well, of course, what is one man’s meat is another man’s poison, and what is to the disadvantage of Pretoria may be of corresponding advantage to Cape Town, and Cape Town may be grateful. I have no interests to serve in this matter. No votes, no legal gentlemen have been pressing me, and strange to relate, I may draw the attention of the hon. member for Bloemfontein (North) (Mr. Barlow) to this. I have not even received a letter, either at the instance of Cape Town lawyers or anyone else, and within the limit of my poor intelligence I am going to bring an open mind to bear on the question, and I am going to examine the question entirely from the point of view of public convenience and nothing else. Because I do not want—even from a constituency point of view—I do not want a registrar of companies established in Benoni. They would not thank me for a moment. But I do wish to know from the Minister how far this craze, because it is a craze, for centralization is going. I think, much as I dislike associating myself with the hon. member for Rondebosch (Mr. Close), I feel that shiver which the hon. member referred to, I feel the cold water going down my back at the thought of acting in conformity with the hon. member for Rondebosch—but even he falls down on the right side sometimes, though his motives may be wrong, and I comfort myself with the knowledge that at all events I am going on the right course and it is he who is following. Now what is the position? The hon. the Minister clearly and categorically deals with the whole position—I am sorry if I misread him—and he makes his proposals solely on the ground of economy—

No, certainly not.

And efficiency—supplemented by efficiency. Well, to tackle this last ground first, one regards this ground of efficiency with a great deal of suspicion, and most of all when we hear it supported from the lips of the hon. member for Troyeville (Mr. Webber). He has so long been associated with that powerful association on the Reef which constantly reiterates that cry of efficiency that he has given it his blessing here as well, but I am surprised to hear the hon. member for Bloemfontein (North) (Mr. Barlow), also raise the cry of efficiency. I am astonished. I say I may be wrong, but this question of economy, to my mind, is something on which we have to call a halt. All our Government departments, it appears to me, are being run on what they are pleased to call on “economical basis.” It is economy run mad. Public convenience is by no means considered. They talk of economy. What they mean is merely the ledger view. They must make things balance, that is all they are after, no matter how they do it. All they want to do is to do things cheaply and economically; but public convenience and efficiency do not always run together, and as I read economy, it means money wisely spent. And Government departments, controllers of Government departments are placed in that position in order that they may run these departments in the interest of the whole of the public They seem frequently to forget that, in fact they almost always seem to forget that they are there for the sake of the public. Now if it is in the interests and for the public convenience that you should have a registrar of companies in each of the four provinces, and I say it is, and I come from the North, and would be naturally one to support the idea of centralization in Pretoria—I say if it is in the public interest, then we should not consider the question of cost, unless that cost is exorbitant. But let us examine that cry of economy, even from the point of view of the Minister himself, namely, that it is something that will cost money which the public bears. The hon. member for Cape Town (Harbour) (Maj. van Zyl)—and I may say that I pay my tribute to him, and that his argument weighed more with me than any of the others, and especially that of the hon. member for Rondebosch (Mr. Close), who almost put me off it—the hon. member for Cape Town (Harbour) (Maj. van Zyl) has effectively disposed of that cry of false economy. The Minister tried to explain it away. He said that the amounts mentioned by the hon. member for Cape Town (Harbour) (Maj. van Zyl) were inclusive amounts, that they included everything, and all the transactions carried out by the registrar. That may be so, but his arguments left me stone cold. He mentioned that the whole amount of £2,000 was derivable, or was derived, from the local registration of companies, and I noticed that the Minister was careful to stop there. He said £2,000 was the whole amount.

I said nothing of the kind.

I know the hon. the Minister did not. That is one of the cleverness of the hon. the Minister of Justice. With all due apologies to the hon. members on the other side of the House, it is but following the usual methods of a barrister. They are so careful to use language so as to convey a certain impression, and when they are afterwards tackled on the question they can always say: “I did not say so.” That is the impression he made on me. The point is, that there is no question about it, in my estimation at all events, that they are going to have inordinate delay if you are going to have such ultra-centralization in Pretoria, or in any other centre. I would adopt the same attitude, and I hope hon. gentlemen on the other side would do the same; I think they would, and I would take the same attitude if the centralization should take place in Cape Town, East London, Port Elizabeth, Durban, or what not. I am examining it as far as I possibly can in the best interests of the people of the Union. I have some experience, not of company-promoting, but of other branches of business which require registration. I have not it now, but one can profit from past experience, and that is as an estate agent. I had some experience of property transactions. And what was my experience? That owing to the then centralization, only provincial centralization, mark you, in Pretoria, owing to that over-centralization, as I call it, we had inordinate delay and great expense. I do not say there will be the same margin of expense in proportion amounting out of this centralization of the company business, but I do say there will be a great deal, based on the experience I have had in other business. I am satisfied that the proposal that is being put forward from that quarter of the House, as opposed to that put forward by the hon. the Minister in the House, is opposed to the whole interest of the people themselves—

The time of the hon. member has expired.

Ek wil net een of twee punte aanstip. Ek het al gepraat, maar wil nie veel sê nie. Die groot punt van die Minister is, dat die voorgestelde stelsel nie ’n voorsetting is van die bestaande Wet nie. Hy slaat die bal daar totaal mis, want kan hy onken dat daar aparte registrasie bestaat in die verskillende provinsies en die amendement stel voor, om dié weg te neem. Want die vraag van eenvormigheid is apart van registrasie. Gesteld dat ons vier aparte Wette had vir die vier provinsies en dat voorgestel word om dit af te haal sonder om een wet te maak; dan sal hy nie kan volhou dat daar een kantoor vir registrasie is nie en as dit dieselfde is vir almal, dan siet ek nie waarom moet dit afgeskaf word nie. Die Minister se twede punt is dat die maatskappye van twyfelagtige allooi hulle toevlug sal neem na die Vrystaat. Dit het niks te doen met sentralisasie nie. Dit is te wyte aan die Vrystaatse wetgewing wat miskien op hierdie punt gebrekkig is. Die derde punt is, dat hulle sal gebruik maak van die Vrystaat waar die opsig ’n bietjie gebrekkig is om twyfelagtige maatskappy te laat registreer. As die Minister se standpunt reg is, dan kan hierdie moeilikheid maklik opgelos word, want hulle kan enige ding altyd in Pretoria registreer en as die publiek weet dis gesentraliseer, sal hulle dit doen; maar die publiek will he dat dit moet voortduur soos dit op die oomblik is, nl., ’n registrasie-kantoor in elke provinsie. Die laaste punt van die Minister is dat eenvormigheid moet bevorder word. Die Minister moet weet dat eenvormigheid nie moontlik is op alle gebied nie. So b.v. spreek die Eerste Minister altyd van die “aaspek” van ’n saak, terwyl die meeste van ons sê aspect. Net so sal jy op dieselfde registrasie-kantoor amptenare he, wat verskillende maniere van registrasie volg. Net soas wetgeleerdes verskil, totdat die Hof op Bloemfontein hulle ooreen bring, net so ’n sentrale kantoor; die sentrale kantoor sal sy invloed laat geld en sodoende eenvormigheid bevorder.

Ek wil net ’n paar woorde spreek, want ek het al my standpunt duidelik gemaak. Wat betref die lid vir Wodehouse (de hr. Venter) is dit hom nie snaaks dat hy so opeens sewe briewe uit sy distrik kry nie. Wat Wodehouse betref, een lid het alreeds gesê dat daar nie baie maatskappye in die distrik geregistreer word nie en wanneer dit wel nodig word, is dit nie lastiger om dit op Pretoria te laat gebeur as in Kaapstad nie. As hulle hier grond het dan kan hulle onder my amendement net so transport gee as vandag en as hulle in die Vrystaat grond het, dan kan hulle dit ook dieselfde manier doen as vandag. Gesê word, die kantoor hier moet voortgeset word, maar die kantoor hier is die van die registrateur van akte en die word nie aangeraak deur die amendement nie. Die lid vir Barkly West (de hr. Scholtz) het ’n paar besware, maar terwyl hy nie hier is sal ek nie verder daarop ingaan nie. Ek het probeer om die saak van ’n breë standpunt te behandel sonder haarklowery. Die amptenaar moet òf verantwoordelik wees of anders moet hy met elke moelikheid na Pretoria gaan. Ek het gesê ’n verantwoordelike man en nie sommer ’n klerk nie, en sit jy daar ’n verantwoordelike man, dan is die koste te hoog. Dit is my argument en daaruit word nou opgemaak dat daar teenstrydigheid is, maar wat die argument beoog, sal ons weet as ons by die amendement kom.

Ek volg nog nie die prosedure goed nie, Mnr. die Voorsitter, en sou graag dat dit aan my duidelik gemaak word.

Die Minister wens die ou Klousule 3 te laat aanneem, en hy het enige amendemente voorgestel, wat nou eers aan die orde gestel word. Al word die amendemente aangeneem, dan wil dit nog nie sê dat die Komitee Klousule 3, soas geamendeer sal aanneem nie.

As for the question raised by the hon. member for Port Elizabeth (South-West (Sir Wm. Macintosh), if a firm is carrying on business in Port Elizabeth and wants to transfer property in Cape Town it would do exactly as it is doing today. I am leaving all the papers, the certified copies, in the deeds office. One member said I was admitting I was wrong in my attitude by doing this. No, but I was meeting any difficulty even that which I thought was problematic. If the hon. member however wants to register a company he would have to send to Pretoria. As regards the statement as to the necessity of personal interviews with the Registrar, the Registrar here told me that while Registrar here, only one attorney had ever interviewed him with reference to the registration of a company. If papers are properly drawn there can be no difficulty.

I want to touch on three points. The Minister suggested that it was extraordinary the hon. member for Wodehouse (Mr. Venter) should have received those letters within the last two days. Well, we only had the Minister’s amendment for a few days, and it would have been futile for any one to write and ask the member to vote against an amendment about which he knew nothing and before it was tabled. When the Chamber of Commerce approached the Minister in Pretoria nothing was said by them with regard to central registration, but a request was made that the Bill should be brought forward at an early date. With regard to the answer of the hon. the Minister to the hon. member for Port Elizabeth (South-West) (Sir Wm. Macintosh), I may tell the hon. member he may produce all the documents he likes when passing transfer, but the Registrar of Deeds will require a certificate from the Registrar of Companies that all the latest resolutions, certificates, etc., have been forwarded. I suppose the Minister will challenge even this.

I would challenge the hon. member on that.

Then if the Registrar accepts documents as the Minister says he will, he is not doing his duty, and as one hon. member pointed out he is very meticulous about his duty. I practise in his office, and I know he will not pass a transfer merely on copies filed from time to time—he will require a certificate from the Registrar of Companies to prove that the latest documents have been sent to him.

Amendments proposed by the Minister of Justice put and agreed to.

Clause, as amended, put, and the Committee divided:

Ayes—44.

Barlow, A. G.

Bezuidenhout, W. W. J. J.

Blackwell. L.

Boydell, T.

Burton, H.

Christie, J.

De Villiers, A. I. E.

Dreyer, T. F. J.

Duncan, P.

Fourie, J. C.

Geldenhuys, L.

Giovanetti, C. W.

Graumann, H.

Grobler, H. S.

Grobler, P. G. W.

Henderson, R. H.

Heyns, J. D.

Hugo, D.

Hunt, E. W.

Lemmer, L. A. S.

Macintosh, W.

Malan, F. S.

McAlister, H. S.

Mentz, H.

Muller, C. H.

Mullineux, J.

Munnik, J. H.

Naudé, J. F.

Nel, T. J.

Nieuwenhuize, J.

Pretorius, J. S. F.

Reitz, D.

Smartt, T. W.

Smit, J. S.

Smuts, J. C.

Van Aardt, F. J.

Van Eeden, J. W.

Van Heerden, B. I. J.

Waterston, R. B.

Watt, T.

Webber, W. S.

Wessels, J. B.

Tellers: Collins, W. R.; Sampson, H. W.

Noes—45.

Alexander, M.

Ballantine, R.

Bates, F. T.

Beyers, F. W.

Buchanan, W. P.

Byron, J. J.

Cilliers, P. S.

Close, R. W.

Coetzee, J. P.

Du Toit, F. J.

Enslin, J. M.

Fitchat, H.

Forsyth, R.

Greenacre, W.

Havenga, N. C.

Henderson, J.

Hertzog, J. B. M.

Jordaan, P. J.

Keyter, J. G.

King, J. G.

Le Roux, P. W.

Le Roux, S. P.

Louw, G. A.

Madeley, W. B.

Malan, C. W.

Malan, D. F.

Marwick, J. S.

Moffat, L.

Noes—

Mostert, J. P.

Nixon, C. E.

Obermeyer, J. G.

O’Brien, W. J.

Pearce, C.

Purcell, I.

Sephton, C. A. A.

Snow, W. J.

Strachan, T. G.

Swart, C. R.

Van Heerden, I. P.

Van Zyl, G. B.

Venter, J. A.

Wessels, J. H. B.

Wilcocks, C. T. M.

Tellers: De Jager, A. L. De Waal, J. H. H.

Clause, as amended, accordingly negatived.

On new Clause 3,

I move—

I move also the following amendment affecting the Dutch version only, viz.—

I may say that I move the first of these amendments to test the feeling of the Committee. We have heard the whole afternoon that the Registrar of Deeds can easily carry out the duties of Registrar of Companies, and I would like it laid down in the Act. The Registrar of Companies is an official of my department, and I would like to know, if a provincial registrar does something on his behalf, is the Registrar responsible for that official or not?

If the Minister will look at Clause 4 he will find that provision is made there. Here the Minister has laid down by his own hand what the relationship shall be between the general registrar and the provincial registrar.

The hon. member has misread my amendment.

I understood the Minister to say that he wished to delete “on behalf of”.

Yes. The provincial registrar has to carry out all the functions of the registrar. That is wherever the registrar is mentioned it will mean and include provincial registrar. He does it on his own behalf; he is the provincial registrar. I do not see why it should be “on behalf of the registrar”. He doesn’t do it on behalf of the registrar. Unless the context otherwise provides, he performs the functions of the registrar.

I hope the Minister will not press his first amendment. I am convinced, as I said this afternoon, that the registrar of deeds will not be able to carry out the functions of the registrar of companies under this Act. If the Minister thinks it advisable at any time to appoint a registrar of deeds as a registrar of companies, he can still do so. But if he put this in amendment he will have no choice at all. I think it is possible that the administration of this Bill will fail if it is compulsory on the Minister to appoint the registrar of deeds as registrar of companies in the other provinces. I think the Minister should carefully consider this. The Minister may appoint the registrar of deeds as the registrar of companies. If that works well he can continue it, but if his amendment is passed and it works badly he cannot change it.

He would have to change the Act, that is all.

I hope the Minister will very carefully consider this before he presses it.

Amendments put and agreed to.

New Clause, as amended, put and agreed to.

Clauses 4 and 5 put and agreed to.

On Clause 6,

moved—

Agreed to.

Clause as amended put and agreed to.

Clause 7 put and agreed to.

On Clause 8,

On the motion of the Minister of Justice, the Chairman put the amendments proposed by the Select Committee.

moved—

Agreed to.

Amendments, as amended, put and agreed to.

Clause, as amended, put and agreed to. Clause 9 put and agreed to.

On Clause 10,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 11,

moved—

He said: I regret to say that all through the Bill we have unfortunately put “shall be liable,” and the technical expression to make it an offence, should be “shall be guilty of an offence and liable on conviction.” I shall have to move this about a dozen times.

I would like to ask the hon. the Minister whether he is not going to move the amendment in sub-section (6) that is put on the Order paper?

Sub-section (6)?

Yes, and to substitute “Certified copies in triplicate.”

The Chairman has just put it.

Amendments put and agreed to.

Clause, as amended, put and agreed to.

Clauses 12 to 16 put and agreed to.

On Clause 17,

moved—

I think you want four copies now, if you want any at all, because the original will be sent direct to the office of the company, one will be filed in the office an which the company is registered, and there will be one for each of the other two parties.

I am afraid we have got rather mixed up with the copies in our discussions about the various ways of registering. My attention is called to New Clause 219, if I may refer hon. members to it. I therefore withdraw all the amendments. These are really consequential amendments to my amendment.

Amendment, with leave, withdrawn.

Clause, as printed, put and agreed to.

Clauses 18 and 19 put and agreed to.

On Clause 20,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 21,

On the motion of the Minister of Justice, the Chairman put the amendments proposed by the Select Committee in lines 59 to 61.

moved—

He said: I may say that the reason for the first amendment is that the words proposed to be deleted are unnecessary. Each of the sections named, hon. members will find, provide that its provision shall not apply to any non-profit-making association; therefore we are saying it twice over. The other amendment will afford an association an opportunity of submitting any written arguments in opposition to a revocation, that is to enable them to put in statements in writing.

Amendment put and agreed to, and the amendment proposed by the Select Committee dropped.

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Chapter II,

moved—

Agreed to.

Heading, as amended, put and agreed to. Clause 22 put and agreed to.

On Clause 23,

moved—

1. (3) The provisions of this section shall not apply to a private company.

I do not know whether this amendment will be advisable. I think if would be better left out, for it certainly cannot be passed in the way it is moved, because if it is put in at all, it only refers to sub-section (11) of this clause. I think if the Minister does not think it a pressing matter he might omit it.

As regards the first part of the amendment, I think the words should be “printed but I am glad the hon. member has reminded me of the second part. I did not intend to move it. I withdraw the second amendment.

Proposed new sub-section (3), with leave, withdrawn.

I think the word “printed “ought to be changed, because, although certificates, as a rule, are printed, there may be certificates which may not be printed. “Printed” does not include writing.

Amendment in line 40 put and agreed to.

Clause, as amended, put and agreed to.

Clause 24 put and agreed to.

On Clause 25,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 26,

On the motion of the Minister of Justice, the Chairman put the new sub-section (3), proposed to be inserted by the Select Committee.

The MINISTER OF JUSTICE moved, as an amendment to this amendment—

Agreed to.

Amendment, as amended, put and agreed to.

moved—

1. (5) Every limited company and every unlimited company having a share capital, shall once in every calendar year, other than the year in which it is incorporated, frame a summary.

In lines 34 and 35, on page 24, to omit “contained in a separate part of the register of members” and to substitute “filed in the office of the company”; in line 36, to omit “twenty-one” and to substitute “thirty ’’; and in line 60, to omit “liable” and to substitute “guilty of an offence and liable, on conviction,”. ...

Agreed to.:

Clause, as amended, put and agreed to.

Clause 27 put and agreed to.

On Clause 28,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 29,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 30,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 31 to 33 put and agreed to.

On Clause 34,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 35 to 38 put and agreed to.

On Clause 39,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 40 and 41 put and agreed to.

On Clause 42,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 42 to 49 put and agreed to.

On Clause 50,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 50 to 56 put and agreed to.

On Clause 59,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 60,

moved—

Clause, as amended, put and agreed to.

On the motion of the Minister of Justice, the Deputy-Chairman put the New Clause 59, proposed by the Select Committee.

moved—

Agreed to.

New Clause, as amended, put and agreed to.

Clause 61 gut and agreed to.

On Clause 62,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 63 and 64, 66 and 67 put and agreed to.

On Clause 68,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 69,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 70,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 71,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clause 72 put and agreed to.

On Clause 73,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 74 to 77 put and agreed to.

On Clause 78,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 79,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 80,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 81 to 83 put and agreed to.

On Clause 84,

moved—

Agree to.

Clause, as amended, put and agreed to.

On the motion of the Minister of Justice, the Deputy-Chairman put the New Clause 83, proposed by the Select Committee.

moved—

moved—

1. (4) For the purposes of section eighty-one the amount represented by any promissory note or other negotiable instrument accepted by a company or any person acting or purporting to act on its behalf shall not be deemed to have been paid to and received by the company.

Amendments put and agreed to.

Clause, as amended, put and agreed to.

On Clause 85,

In line 22, on page 72, to omit “liable” and to substitute “guilty of an offence and liable, on conviction,”; in line 26, to omit “a” and to substitute “an existing and in lines 26 and 27, to omit “registered before the commencement of this Act”.

Agreed to.

Clause, as amended, put and agreed to.

On Clause 86,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clause 87 put and agreed to.

On Clause 88,

I do not think we should waste the time of the House. I think the Minister should accept my amendment. We know in the past that companies have been floated, for instance, I know a company which practically took over a business valued at £5,000 and floated it at over £40,000, and there is no doubt that there are numerous members of this House who could mention incidents more glaring even than this. We also know that in the Mining Commission Report of 1908 we found that the profits were roughly only 3 per cent. on the watered or inflated capital, but if we look two or three paragraphs afterwards we find that the real dividend worked out about 32 per cent. I move an addition to be added to the end of this clause, viz.—

1. (2) Every balance sheet of a company shall disclose the actual amount of cash received by the company for shares issued up to the date of issue of such balance sheet.

I am sure the Minister ought to accept this, in fact, I believe he will do so, because I know it is not only in the interests of this House but in the interests of every honest tradesman and every legitimate business. I hope the Minister will accept this without further discussion.

I have no objection to the amendment, although I do not think it is necessary. If the hon. member for Liesbeek (Mr. Pearce) will turn to page 200 of the Bill he will see Form C, which I think gives this information already, so we might be saying the same thing twice over. I think it is included there, but I have unfortunately overlooked this amendment, and I will have it scrutinized to see if it is necessary. In principle I quite agree with it, but we have already provided for it, and it may be unnecessary to add it here.

I think that the information in Form C. is really what the hon. member for Liesbeek (Mr. Pearce) wants, and wording this amendment as he does it would not give him the information he wants. I think we might word it more in accordance with what he wants if he will move it at the report stage.

I think that is a good suggestion. If the hon. member for Liesbeek (Mr. Pearce) would study Form C, which gives all the information desired, and which is much fuller than his amendment, I would suggest he move his amendment at the report stage.

I am not a legal man, but I read through this Form C, and I do not think it explains this matter as the hon. member for Troyeville (Mr. Webber) has stated. There are numerous instances of farms being purchased for £2,000, £3,000 or £5,000, and being floated again by the vendors for practically £50,000. Now I do not want to suggest that they should not get the money back, but they have no right to get shares without disclosing the actual amount of cash invested in these companies. I am quite willing to hold it over until the report stage if the authorities think it is wiser, and I am also willing to withdraw my amendment if any hon. member is in a position to word it so as to cover the different matters which I wish to cover, and on that understanding I will withdraw it until the report stage.

Would this information in Form 0 be as public as a balance sheet? The position which the hon. member for Liesbeek (Mr. Pearce) wishes to take up, is that in the one case one would have to delve for this information, whereas with the balance sheet it would obtain greater publicity, and the idea was to give the general public as much information as possible in connection with the actual capital of any company, so as to obviate as far as possible the discussing of actual dividends on dormant capital. A company may receive 100 per cent., which is carefully disguised, and they submit to the public a statement that they have only received 6 or 10 per cent., so that the public should receive the information. I think the suggestion should be accepted.

If the hon. member will allow me I will tell him the effect of this. He is quite right in thinking that Form C is not for publication. It is filed with the Registrar of Deeds; but the balance sheet can be seen by every shareholder—not by every member of the public. The balance sheet will give all the particulars. I am quite in sympathy with the hon. member on his point, and this information would be helpful. If the hon. member for Liesbeek (Mr. Pearce) will be so kind to see me I will do all I can to give him information, on this point. Will the hon. member withdraw his amendment?

I will withdraw the amendment, but will bring it up at the report stage.

Amendment, with leave, withdrawn.

Clause, as printed, put and agreed to.

Clause 89 put and, agreed to.

On Clause 90,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 91,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 92,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 93,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 94 and 95 put and agreed to.

On Clause 96,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 97 and 98 put and agreed to.

On Clause 99,

moved—

Agreed to.

On the motion of the Minister of Justice, the Deputy-Chairman put the amendments proposed by the Select Committee in sub-section (2).

moved—

Amendments proposed by the Select Committee put and negatived, and amendments proposed by the Minister of Justice put and agreed to.

Clause, as amended, put and agreed to.

On, Clause 100,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 101 to 105 put and agreed to.

On Clause 106,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 107 to 110 put and agreed to.

On Clause 111,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 112 and 113 put and agreed to.

On Clause 114,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 115 to 118, the New Clause 118, and Clauses 120 to 122 put and agreed to.

On Clause 123,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clause 124 put and agreed to.

On Clause 125,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Old Clause 128 put and agreed to

On the motion of the Minister of Justice, the, Deputy-Chairman put the New Clause 126, proposed by the Select Committee.

moved—

Agreed to.

Clause, as amended, put and agreed to.

On the motion of the Minister of Justice, the Deputy-Chairman put the New Clause 127, proposed by the Select Committee.

moved—

Agreed to.

Clause, as amended, put and agreed to.

New Clause 128 put and agreed to.

On the motion of the Minister of Justice, the Deputy-Chairman put the New Clause 129, proposed by the Select Committee.

moved—

1. (d) whether the company has kept the books and accounts required by section 90, and, if not, in what respect such requirement has not been complied with; and in line 35, to omit “inquire” and to substitute “require”.

Agreed to.

Clause, as amended, put and agreed to.

On the motion of the Minister of Justice, the Chairman put the New Clause 130, pro posed by the Select Committee.

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 129 to 132 put and agreed to.

On Clause 133,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 134 and 135 put and agreed to.

On Clause 136,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 137,

On the motion of the Minister of Justice, the Chairman put the amendment proposed by the Select Committee in sub-section (2).

as an amendment to this amendment—

Agreed to.

Amendment, as amended, put and agreed to.

Clause, as amended, put and agreed to.

On Clause 138,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 139 to 141 and New Clauses 144 to 146 put and agreed to.

On Clause 142,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 143 to 147 and 149 put and agreed to.

On Clause 150,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 152 to 159 put and agreed to.

On Clause 160,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clause 161, put and agreed to.

On Clause 162,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 163 to 166 put and agreed to.

On Clause 167,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 168 to 170 put and agreed to.

On Clause 171,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 172, 173, 179, 180, New Clause 180, Clauses 182 to 184, 186, New Clauses 185 and 186 put and agreed to.

On the motion of the Minister of Justice, the Chairman put the New Clause 187, proposed by the Select Committee.

moved—

Agreed to.

Clause, as amended, put and agreed to.

New Clauses 188 and 189, Clauses 188 to 194, and New Clause 197 put and agreed to.

On Clause 195,

moved—

Agreed to.

On the motion of the Minister of Justice, the Chairman put the amendments proposed by the Select Committee in lines 45 to 47.

as an amendment to this amendment—

Agreed to.

Amendment, as amended, put and agreed to.

Clause, as amended, put and agreed to.

Clause 196 put and agreed to.

On Clause 197,

moved—

Agreed to.

Clause, as amended, put and agreed to.

On Clause 198,

moved—

I would just like to mention a matter which I hope and trust the hon. the Minister will consider. During last year we found out that owing to the currency in Holland being higher than it was in Great Britain, they were making a profit on British investors, because they paid out in the English currency. On the other hand, a claim on one of the insurance companies in England of £100 in Germany was paid out in Germany at 14s. 3d. Now, the position is this—I would like the Minister to consider the advisability of putting something under this heading that all insurance companies should pay out claims and other companies should pay out dividends in their currency, and we, on the other hand, should be compelled to pay out clients in other countries in our currency, because the time may come when our currency here may be higher than that of other countries, and I do not want other countries to take advantage of this position. I would like to ask the Minister if it is not advisable to put something in this clause, because it may be, in years to come, that we may be at a disadvantage. For instance, if we insured in an American company, or in a company in Holland, they may pay us out in our Currency, but if a clause were inserted here, whereby they may be compelled to pay us in their currency, it would be an advantage. Other countries may be at a disadvantage, but I think something should be put here to safeguard investors on both sides. I have come across a case, as I have said, where a German received 14s. 3d. in English money from an English company, whereas he should have received £100.

The question raised by the hon. member is, no doubt, a very interesting one, but it is hardly in its place in a company law. The Chairman would rule me out at once if I were to bring this matter up. If you could put this in, you could put all kinds of other matters in. I suggest to the hon. member to bring up this point on some other discussion.

As a matter of fact, insurance companies are excluded from this Bill.

Yes, insurance companies are excluded.

Dividends paid?

Well, it depends on the company, and the hardship is not so very hard. If you take shares in a foreign company, you must expect to get your dividends in the currency of that country. In a claim or am insurance company it would, of course, be real hardship. I suggest that this point should be raised when the question of currency is discussed.

In the definitions in Clause 200 we have the insurance companies.

No, we excluded them. Last year we passed an Act dealing with the insurance companies.

Amendment put and agreed to.

Clause, as amended, put and agreed to.

On Clause 199,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 200 to 204 put and agreed to.

On Clause 208,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clause 205 put and agreed to.

On Clause 206,

moved—

1. (2) The court shall not grant a final winding-up order in the case of a company which is already being wound up by order of a court within the Union.

Agreed to.

Clause, as amended, put and agreed to.

Clauses 207 to 210 put and agreed to.

On Clause 212,

moved—

Agreed to.

Clause, as amended, put and agreed to.

Clauses 213 to 215, New Clause 219, Clauses 216 to 218 put and agreed to.

Business interrupted by the Chairman at 10.55 p.m.

House Resumed.

Progress reported; to resume in Committee on 28th February.