Penk ChrisCOMPANIES (LIMITED PARTNERSHIPS IDENTICAL NAMES PROHIBITION) AMENDMENT BILLFirst ReadingCHRIS PENK (National—Kaipara ki Mahurangi): I move That the Companies (Limited Partnerships Identical Names Prohibition) Amendment Bill be now read a first time. I nominate the Governance and Administration Committee to consider the bill. This bill is shorter if anything—if that were possible—than the six-clause effort by my namesake colleague and friend Chris Bishop in the bill that we have just finished considering. At some four clauses it is small but perfectly formed. New Zealand is one of the best nations or jurisdictions even within the world in which to operate a company or a limited partnership. We have a largely rational and comprehensive regime. That is important so that those who are operating those two particular types of legal entity can experience the certainty that they need to be able to conduct their affairs in accordance with the rules then that they set for themselves but within the broader legal framework and in particular there should not be any loopholes or unintended anomalies within the system. There is currently one such anomaly. This was highlighted to me when I was practising as a lawyer and it has more recently been brought to my attention as a member of Parliament as something that had arisen in relation to the affairs of another person or persons—legal persons actually rather than natural persons. So it's worth it I think if I just point out that the problem not large as it is is nevertheless a problem and I'll do that just having explained for the benefit of anyone who is unclear that a company—a limited liability company as they're sometimes known—is a different type of legal entity from a limited partnership. It is more common in this country to form a company as opposed to a limited partnership. They are a closed book to many but probably most familiar to lawyers and some others who of course operate such whether they're general partners or otherwise involved. But nevertheless they are different but in some ways they are I suppose analogous and do share some characteristics in common. So the problem that this bill modest as it is does seek to rectify is that whereas at the moment a company cannot have an identical or nearly identical name to another company under the Companies Act a limited partnership about to be incorporated can't have the same name as another limited partnership under the Limited Partnerships Act and a limited partnership under the Limited Partnerships Act cannot have a name that is identical or nearly identical to an existing company it is not currently the case that a company yet to be formed cannot have an identical or nearly identical name to a limited partnership under the Companies Act. So I'm sure I've made that very clear but suffice to say that there is one category in which it's possible to have crossover whereby someone wishing to set up a new company and seeking registration approval—the approval of the registrar of companies—can actually slip that past the keeper so to speak and accidentally or deliberately end up with a very similar name a confusingly similar name to that of an existing legal entity. This would make it easier whether deliberately or not for passing off to take place. That's a particular term of art—a tort; a civil wrong—whereby one person might trade effectively on the name of another. That's not a good thing for our society economy and of course the players directly involved as well as consumers for probably obvious reasons. On this side of the House and perhaps around the House we do believe that the Government has a role to play in creating an environment in which businesses can operate. Businesses can do business according to the framework that Government sets. Of course it's a matter of political taste as to the extent to which businesses are able to get on with that work or the extent of Government intervention but I think we can all agree at least at a minimum that's creating an environment in which businesses can do their business without unwarranted intrusion by anomalies or by players who might be acting in bad faith to set up themselves almost as though they were another. So it is that with this idea which is not a large one—almost technocratic in nature but important none the less—I think that if my party were in Government and we had the opportunity through a Minister in the relevant area one would probably just wrap it up as part of another area of reform and that might be an opportunity. I mean if the Government were to pick it up for example I would have no problem with that. But for now as far as it goes it's a worthwhile thing I believe. I hope that it will attract at least some support across the House such that it can go to select committee and it might be at that point that there are other aspects of the Companies Act that could be amended. I would like to think that we could be generous about accepting such amendments notwithstanding the scope of the bill being rather narrow. But that's a story for another day if indeed we should proceed beyond that. So I'll conclude my opening remarks and say that I look forward to the opportunity to hear others' contributions on it. I'm grateful for this opportunity having had the bill pulled from the ballot in the first instance.