I move: In page 2, Section 1 (1), Line 15, to delete the words "formed and."
COMPANIES (RECONSTITUTION OF RECORDS) BILL, 1924.—REPORT STAGE.
Amendment put and agreed to.
I move: In the Second Schedule, page 8, to add after the word "Act" at the head of Schedule the words: "In the case of Companies formed under Section 23 of the Companies Act, 1867, or Section 20 of the Companies (Consolidation) Act, 1908, information is not required regarding Numbers 8 to 21 inclusive."
I think this Amendment would more properly come into Section 3 than into the schedule, because the schedule hangs on Section 3, does it not?
That is quite right. This was due to my ignorance of law and Parliamentary procedure generally. I quite agree that the amendment would more properly apply to Paragraph (a) instead of the Schedule.
It would come into Section 3, sub-section (1), paragraph (a).
I do not know whether the Minister accepts this amendment or not, but the object of the Bill is to compel all liability companies to give the information that is set out in the schedule. There are two kinds of liability companies, one formed for the purpose of profit and the other not for the purpose of profit, and it is to the latter category that I am anxious that certain portions of the schedule should not apply. In fact it is quite obvious that they could not apply. The different clauses that I propose to exempt in the case of such companies—clauses 8 to 21—deal mostly with questions of capital, and questions arising out of questions of capital, and those, of course, could not apply to companies which are not formed for the purpose of profit. I therefore take it that there will be no objection on the part of the Minister to accept this amendment, and I move accordingly.
This has reference to the Second Schedule, and that schedule was framed to cover cases of companies whose records were destroyed. The list of questions has been drawn up with reference to the general body of companies which will come within the terms of this Bill. It is quite true to say that certain companies formed under Section 20 need not, or should not, be asked to supply answers to certain of the questions. It is not open to them to refuse to supply the information, but it is open to them, under Section 3, sub-section (6), to inform the Registrar of their difficulties, and the Registrar may remove such companies from the obligation to comply further with the section. If we accepted Deputy Good's amendment it would mean that separate question sheets would have to be prepared for the different types of companies, and it is considered better to have the general list of questions embodied in the questionnaire, and that modified to suit the requirements or the limitations of certain companies, on their making application to the Registrar. The list of questions to be answered imposes no special hardship on the company. It asks for no information beyond what was originally in the possession of the Registrar. There is a small difficulty in connection with these companies formed under Section 10, but that could be met in the way I have suggested under Section 3, sub-section (6).
I do not think that the Minister is quite right in stating that a separate schedule is necessary, because this amendment proposes that a note should be attached to the schedule pointing out that certain companies formed under the provisions he mentioned need not fill up certain portions of the schedule, so that it is obvious that one schedule is suitable for both forms of companies. The obligation would be on one company to fill the entire of the schedule and other companies would be exempted from certain clauses of the schedule. That exemption would make the procedure less cumbersome. What the Minister points out is that such companies should make application for exemption. It is obvious that such a course would be clearly necessary.
It is also obvious that the mere leaving of certain matters blank would be satisfactory. I have further to point out that Deputy Good seeks to relieve companies of the obligation to answer questions from 8 to 21, inclusive. I did say that certain of the queries from 8 to 21 did not apply to companies formed under section 20; but certain of the other queries very definitely did, for instance, question 8, questions 14, 19 and one sub-section of 21. To exempt companies from the necessity of replying to questions 8 to 21 would go much beyond what could be allowed. It is a slight difficulty, and can be much more easily met in the manner I have described.
I would suggest to the Minister that there are certain questions which may well require to be inserted, even by companies such as those referred to by Deputy Good. Those are questions relating to share capital and contracts and other matters that ought to be included in the return given even by companies such as those referred to by Deputy Good.
Amendment put and negatived.
I move, in paragraph 11 on page 8, to delete the word "affected" and insert in lieu thereof the word "effected."
Amendment put and agreed to.
There is a point I want to raise on the Bill. There is an amendment I was anxious to include, but I was met by a difficulty, as it referred to finance. In complying with this Bill in establishing title, in many cases it will be a matter of comparatively small expense, but there are cases where it may be necessary to employ counsel and solicitors, and some of those companies will be involved in considerable expense accordingly. This matter has been already dealt with in the Parliament of Northern Ireland. They had the same question I am now referring to before them and I find in Clause 6 of an Act they passed in 1923 that they have dealt with this. Clause 6 states, "where it is shown to the satisfaction of the Registrar that the company has employed a solicitor or professional accountant to prepare and file particulars and documents required and furnished under this Act, the Ministry of Commerce for Northern Ireland may, upon the certificate of the Registrar, and in accordance with regulations made under this section, pay to such solicitor or accountant out of moneys provided by Parliament, the amount of his fee for services rendered to the company in connection with such preparation and filing." That would not occur in all cases, but there are cases in which some of those companies would undoubtedly be put to very considerable expense through no fault of their own, and it would be only fair that the expense involved in such cases should be met out of public rather than private funds. If the Minister could see his way to consider that aspect of the question which has been already dealt with in a similar Act in Northern Ireland. I think it would be appreciated generally.
My attention has been directed to this matter. The question had been raised here and it was also known that a Bill similar to this introduced in the Parliament of Northern Ireland had been amended. I think it was the only amendment carried, to insert a provision for the recoupment off companies and others for any expense they would have to incur in connection with the answering of those questions and the compiling of documents. That question was considered here. The Minister for Finance was found obdurate on the subject, and it is not for me to give any undertaking now that I will have a Clause inserted recouping those people for the expenses incurred. All I can do is to promise to bring the matter again before the Minister for Finance.
I am afraid I cannot press the matter any further than that.
Question—"That the Bill, as amended, be received for final consideration"—put and agreed to.
Fifth Stage ordered for Thursday, the 12th June.