Vol. 550 No. 5
16 Mr. Stanton asked the Tánaiste and Minister for Enterprise, Trade and Employment if she proposes to introduce changes to company law which would force firms involved in property and financial deals with the State to ensure the identity of the real owners of such companies are revealed and known. [9371/02]
I have no immediate plans to change company law in relation to the disclosure of ownership of shares in a company. However, it is important that the legislative provisions relating to the ownership of shares be re-examined. Accordingly, I have requested the company law review group to examine the whole area of shares and share capital as a priority topic in its current work programme.
Under section 125 of the Companies Act, 1963, a company is required to file, once at least in every year, an annual return with the Companies Registration Office. This return must include a list of the past and present members of the company and details of the number of shares held by each member. Section 123 of the Companies Act, 1963, provides that the identity of the persons entered in the register of members kept by the company and as notified to the registrar of companies must be the legal owners of the shares and not the beneficial owners where these are different from the legal owners.
The purpose of these provisions is to create legal certainty for a company in its dealings with the registered owner of the shares and means that the company is able to treat the registered shareholder as owner of the shares for all purpose without regard to any contract or agreement that may exist between the legal owner and third parties.
There is a legal requirement, under section 59 of the Companies Act, 1990, for the beneficial interest in a company's shares to be disclosed by a company's directors, including shadow directors, and by the company secretary. This information must be recorded in a separate register kept for that purpose by the company and be publicly available. Failure to so disclose is an offence. There is no provision under company law for the disclosure of interests by a third party where the third party is not a director, shadow director or secretary of a company.
