Stock Exchange (Completion of Bargains) Bill, 1977, changed to Companies (Amendment) Bill, 1977: From the Seanad.

The Dáil went into Committee to consider amendments from the Seanad.

I move that the Committee agree with the Seanad in amendment No. 1:

Section 1: In page 2, subsection (1), line 20, "The Stock Exchange" deleted and "a recognised stock exchange" substituted.

Are we to get any explanation? Would the Parliamentary Secretary give any indication of the reason for these amendments, or is that necessary?

Most of the amendments deal with the name of the Bill which was felt by some of the Senators not to be clear enough. Many people apparently were unaware that the Stock Exchange (Completion of Bargains) Bill concerned companies. If the Deputy wishes, we can go through each amendment individually. There is no fundamental change in the Bill itself.

Amendment No. 1 substitutes the term "a recognised stock exchange" for the term "The Stock Exchange". "A recognised stock exchange" is the terminology in the Companies Act and means a stock exchange prescribed by order of the Minister for the provisions of the Companies Act, 1963. It is more appropriate now, due to the fact that we have changed the name of the Bill.

Question put and agreed to.

Regarding amendment No. 2, amendment No. 5 is cognate and amendment No. 9 is related and therefore amendments Nos. 2, 5 and 9 may be discussed together, by agreement.

I move that the Committee agree with the Seanad in amendment No. 2:

Section 3: In page 2, subsection (1), line 34, "other than a private company" inserted after "company".

The effect of these amendments is to exclude private companies from using the official seal. The main aim of sections 3 and 5 in regard to the use of the official seal is to help to speed up the procedure for transfer of company shares and other securities. Section 3 and 5 as they stand would enable companies generally, that is to say whether they were public or private companies, to use the official seal for sealing securities. However, it was the principal intention that in the case of large companies whose securities are freely transferable the official seal would be entrusted to the company registrars who would be in a position to prepare, seal and issue certificates without having to send them back to company headquarters for signing and sealing with a common seal as at present.

The use of the official seal by private companies gave rise to misgivings when the Bill was considered in Committee in the Seanad. It was stated that there already existed in practice an undue amount of carelessness in preserving the characteristics of the private company which imposes restrictions on the number of members and transfers of shares. It was felt that the use of the official seal by private companies could contribute further to this carelessness because it provided a less formal procedure for the sealing and issuing of share certificates.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 3.

Section 4: In page 3, subsection (1), line 11, "other than minute books kept pursuant to section 145 of the Act of 1963" inserted after "record".

This excludes the minute book from the category of registers and other records which may be kept on the computer.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 4.

Section 4: In page 3, subsection (2), line 18, ", provided, however, that a register kept in non-legible form shall be capable of being reproduced in legible form" inserted after "form".

In the Seanad doubts were expressed as to whether records kept in non-legible form by virtue of subsection (2) were required to be capable of being reproduced in legible form. Amendment No. 4 puts the matter beyond all doubt by adding that such records must be capable of being reproduced in legible form.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 5:

Section 5: In page 3, subsection (1), line 36, "(not being a private company)" inserted after "company".

Question put and agreed to.

Amendments Nos. 6, 7, 8 and 11 are consequential on amendment No. 10 and therefore amendments Nos. 6, 7, 8, 10 and 11 may be taken together.

I move that the Committee agree with the Seanad in amendment No. 6:

In page 3, subsection (1), lines 36 and 37, "Stock Exchange (Completion of Bargains) Act, 1977" deleted and "Companies (Amendment) Act, 1977" substituted.

Amendment No. 10 amends the short title to "Companies (Amendment) Act, 1977". Amendments Nos. 6, 7 and 8 merely substitute the new title for the old where it appears in the Bill. Amendment No. 11 provides for collective citation.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 7:

In page 3, subsection (2), lines 55 and 56, "Stock Exchange (Completion of Bargains) Act, 1977" deleted and "Companies (Amendment) Act, 1977" substituted.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 8:

In page 4, subsection 3, line 19, "Acht an Stocmhargaidh (Margaí a Chomhlánú), 1977" deleted and "Acht na gCuideachtaí (Leasú), 1977" substituted.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 9:

In page 4, between lines 21 and 22, the following inserted:

"(4) The words `(with the exception of regulations 24, 51, 54, 84 and 86)' are hereby deleted in regulation 1 of Part II of Table A in the First Schedule to the Act of 1963 and are hereby substituted for by the words `(with the exception of regulations 8, 25, 51, 54, 84 and 86)'.

(5) The following new regulation is added to the regulations of Part II of Table A in the First Schedule to the Act of 1963:

`10. Every person whose name is entered as a member in the register shall be entitled without payment to receive within 2 months after allotment or lodgment of a transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of 12½ new pence for every certificate after the first or such less sum as the directors shall from time to time determine, so, however, that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid up thereon.'

(6) The note at the end of Part II of Table A in the First Schedule to the Act of 1963 is hereby deleted and the following is hereby substituted therefor:

`Note.—Regulations 3, 4, 5 and 10 of this Part are alternative to regulations 24, 51, 54 and 8 respectively of Part I. Regulations 7 and 8 of this Part are alternative to regulations 84 and 86 of Part I.'

(7) The words `(taobh amuigh de rialacháin 24, 51, 54, 84 agus 86)' are hereby deleted in regulation 1 of Part II of Tábla A in the First Schedule to the Act of 1963 and are hereby substituted for by the words `(taobh amuigh de rialacháin 8, 24, 51, 54, 84 agus 86)'.

(8) The following new regulation is added to the regulations of Part II of Tábla A in the First Schedule to the Act of 1963:

`10. Gach duine a mbeidh a ainm sa chlár mar chomhalta, beidh teideal aige chun go bhfaighidh sé, gan aon íocaíocht, laistigh de 2 mhí tar éis leithroinnt nó tar éis aistriú a thaisceadh (nó laistigh de cibé tréimhse eile a fhorálfaidh coinníollacha na heisiúna), deimhniú amháin ar a scaireanna go léir nó deimhnithe éagsúla agus gach ceann acu ina dheimhniú ar scair amháin nó níos mó dá chuid, má íocann sé 12½ pingin nua ar gach deimhniú i ndiaidh an chéad cheann nó cibé suim is lú ná sin a chinnfidh na stiúrthóirí ó am go ham, sa dóigh, áfach, nach mbeidh de cheangal ar an gcuideachta, i gcás scair nó scaireanna a shealbhóidh daoine éagsúla i gcomhpháirt, níos mó ná deimhniú amháin a eisiúint, agus go mbeidh seachadadh ar dheimhniú i leith scaire de dhuine amháin de shealbhóirí comhpháirteacha éagsúla ina sheachadadh leormhaith do gach sealbhóir acu sin. Beidh gach deimhniú faoin séala agus sonróidh sé na scaireanna lena mbaineann sé agus an méid a íocadh orthu.'

(9) The Note at the end of Part II of Tábla A in the First Schedule to the Act of 1963 is hereby deleted and the following is hereby substituted therefor:

`Nóta.—Is rialacháin mar mhalairt ar rialacháin 24, 51, 54 agus 8 faoi seach de Chuid I rialacháin 3, 4, 5 agus 10 den Chuid seo. Is rialacháin mar mhalairt ar rialacháin 84 agus 86 de Chuid I rialacháin 7 agus 8 den Chuid seo."'

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No 10:

SECTION 11.

In page 5, subsection (1), lines 21 and 22, "Stock Exchange (Completion of Bargains) Act, 1977" deleted and "Companies (Amendment) Act. 1977" substituted.

Question put and agreed to.

I move that the Committee agree with the Seanad in amendment No. 11:

In page 5, between lines 22 and 23, the following inserted:

"(2) This Act and the Act of 1963 may be cited together as the Companies Acts, 1963 to 1977."

Question put and agreed to.
Amendments reported and agreed to.

A message will be sent to Seanad Éireann accordingly.

Would the Chair allow me to say that I know my colleagues in the Seanad——

I am afraid that on this we cannot——

I merely wish to say that my colleagues in the Seanad wish me to say—since these amendments are virtually all theirs—that they very much appreciated the attitude of the Parliamentary Secretary when in charge of this Bill in the Seanad.

Thank you, Deputy.