Companies Bill 2012: From the Seanad
A Cheann Comhairle, before we begin today's proceedings, I would be obliged if in accordance with Standing Order 140, you would direct the Clerk to make the following minor drafting corrections to the text of the Bill. These are being done in the interests of textual clarity and correction of cross-references and do not affect any substantive amendments. They are as follows.
Section 567 contains a table which sets outs section numbers and subject matter to which that section applies. There is a discrepancy between the subject matter and the section number at page 489, line 21. Section 672 currently has the subject matter "Order for payment or delivery of property against person examined under section 660". The verbal correction will update the section reference to read, "Order for payment or delivery of property against person examined under section 671".
Section 902(2)(e) refers to section 945(1)(b). This verbal correction will change it to read 945(1)(a). Section 945(1)(a) provides for the prescribing of designated bodies for the purposes of section 902 and 907. Section 945(1)(b) provides for a body referred to in section 902(2) ceasing to be a designated body. Therefore the correct reference here ought to be section 945(1)(a).
In section 999(4)(b) the reference to "subsections (2)(a) and (3)" needs to be changed to "subsections (2)(b) and (3)" to ensure the cross-reference correctly refers to a DAC limited by guarantee.
Section 1085 is amending section 121 for the purposes of applying the provisions of section 121 to plcs, public limited companies. Subsection (7) of section 1085 amends the text of section 121(6). Section 121(6) was amended by the insertion of the word "entity" by an amendment on Report Stage in the Dáil. However, the reference at section 1085 still refers to the original language of section 121(6). Therefore the correction will insert the word "entity" immediately preceding "financial statements".
In the Seanad, subsection (4) was deleted in section 1110(7), which will cause it to contain a blank cross-reference unless it is verbally corrected. Therefore it must be changed to read "subsections (4) and (5)" instead of "(4) to (6)".
Section 1359(4) contains a reference to subsection (1). This is incorrect and this verbal correction will change it to subsection (2).
Are there copies of this available? It is very difficult for people.
I have no doubt that the changes are technical. However, this is not emergency legislation and we have just been advised of this now without a script.
Can we have it copied and given to the spokespeople, please?
It is only 14 years in the making.
They are all just textual points.
I appreciate that, but-----
We can continue on, but if people have the script in front of them, they know what the Minister is talking about. It is getting a bit lost itself.
Is it possible to proceed with the amendments while we get the script or does this have to be done first?
It does not have to be done first. We can proceed with the amendments while the document is being copied and we will revert back.
I apologise that I was delayed. There is a raft of new amendments being-----
No, they are just textual corrections to cross-references in the Bill which had slight inaccuracies.
Are these in addition to the 300 amendments we are dealing with?
Yes. They are just verbally correcting incorrect cross-references. Obviously they were picked up in the proofreading.
Are they for discussion and decision today?
They are. They are not substantive. They simply provide textual clarity and correct cross-references. There is nothing substantive in them.
They make no substantive change to any part of the Bill or anything.
I appreciate that and I accept the Minister's good faith on it. However, it is very difficult for us-----
We are getting a copy of it.
-----even to be able just to do it on the hoof. Usually we would get some time to-----
If there was any change in the actual Bill itself, I would suggest that we would allow time for Deputies to discuss that. I am told it is purely textual.
I think the Bills Office has made that clear. They have asked that this be read into the record to ensure that these cross-references are accurately done. There is nothing substantive in them at all.
They are cross references really. Perhaps we could proceed with some of the amendments while we are waiting.
The Dáil went into Committee to consider amendments from the Seanad.
Seanad amendment No. 1:
Section 2: In page 67, line 34, to delete “and” and substitute the following:
“(f) the Companies (Miscellaneous Provisions) Act 2013; and”.
Seanad amendment agreed to.
Seanad amendment No. 2:
Section 2: In page 69, to delete lines 31 to 39 and substitute the following:
“(8) In this Act a reference to a company having a sole director is a reference to its having, for the time being and for whatever reason, a single director (and this applies notwithstanding a stipulation in the constitution that there be 2 directors, or a greater number).”.
Seanad amendment agreed to.
Seanad amendment No. 3:
Section 5: In page 71, to delete lines 28 and 29 and substitute the following:
“(8) This section is without prejudice to—
(a) the generality of the Interpretation Act 2005 and, in particular, section 27 of it;
and
(b) the special provision made in certain provisions of this Act for transitional matters as they relate to those provisions.”.
Seanad amendment agreed to.
Seanad amendments Nos. 4 and 5 are related and may be discussed together.
Seanad amendment No. 4:
Section 7: In page 74, between lines 10 and 11, to insert the following:
“(10) If a document created before the commencement of this section defines the expression “subsidiary” by reference to section 151 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.”.
In both amendments Nos. 4 and 5, the 1963 Act section reference ought to read "section 155" and not "section 151". This is an unfortunate typo. Section 155 is called "Meaning of subsidiary and holding company" which is clearly what the amendment text refers to. I propose that the section reference be verbally corrected.
Seanad amendment agreed to.
Seanad amendment No. 5:
Section 8: In page 74, between lines 27 and 28, to insert the following:
“(4) If a document created before the commencement of this section defines the expression “holding company” by reference to section 151 of the Act of 1963, then, for the avoidance of doubt, the construction provided in respect of that expression by the document is not affected by this section in the absence of an agreement to the contrary by the parties to the document.”.
Seanad amendment agreed to.
Seanad amendment No. 6:
Section 9: In page 75, between lines 14 and 15, to insert the following:
“(5) References in Chapter 6 of Part 2, however expressed, to this Part and Parts 2 to 15 having application to a private company limited by shares shall not be read as excluding the application to such a company of provisions of the kind mentioned in subsection (4).”.
Seanad amendment agreed to.
Seanad amendments Nos. 7, 195, 196, 209, 210, 232, 233, 244, 245, 276 and 277 are related and will be discussed together.
Seanad amendment No. 7:
Section 10: In page 75, between lines 17 and 18, to insert the following:
“(2) For the avoidance of doubt, subsection (1) does not apply to the construction of—
(a) the expression “holding company”, where that expression is used without qualification, in Parts 2 to 14; or
(b) any related expression, where used without qualification, in those Parts.”.
Seanad amendment agreed to.
Seanad amendments Nos. 8, 9, 198, 199, 212, 213, 235, 236, 246, 247, 279 and 280 are related and will be discussed together.
Seanad amendment No. 8:
Section 19: In page 78, between lines 5 and 6, to insert the following:
“(c) that the liability of its members is limited;”.
Seanad amendment agreed to.
Seanad amendment No. 9:
Section 19: In page 78, between lines 23 and 24, to insert the following:
“(3) Where, subsequent to its registration, an amendment of the constitution is made affecting the matter of share capital, or another matter, referred to in subsection (1), that subsection shall be read as requiring the constitution to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendments Nos. 10, 155 to 162, inclusive, 270, 285, 286, 288, 289, 291 and 292 are related and will be discussed together.
Seanad amendment No. 10:
Section 27: In page 83, between lines 4 and 5, to insert the following:
“(3) Subsection (1) as it relates to the use of the word “limited”, or any abbreviation of that word, shall not apply to a society registered under the Industrial and Provident Societies Acts 1893 to 2014.”.
Is the amendment agreed to?
Can the Minister explain the context in which that arose in the Seanad and what it specifically applies to? I remember it being discussed at committee but it is a year since we had Committee Stage.
The purpose of this amendment is to provide an exception from the prohibition that neither a body that is not a company nor an individual shall carry on any trade, profession or business under a name which includes as its last part the word "limited" or the words "company limited by shares for industrial and provident societies".
Seanad amendment agreed to.
Seanad amendment No. 11:
Section 27: In page 83, between lines 12 and 13, to insert the following:
“(6) Subsection (1) shall not apply to any company—
(a) to which Part 21 applies, and
(b) which has provisions in its constitution that would entitle it to rank as a private company limited by shares (whether under this Part or Part 16) if it had been registered in the State.”.
Seanad amendment agreed to.
Seanad amendments Nos. 12, 25, 27, 33, 48, 51, 53, 57, 58, 65, 72, 75, 76, 80, 83, 84, 89, 90, 111 to 113, inclusive, 116, 117, 123, 124, 128 to 132, inclusive, 135, 136, 140, 152, 154, 163, 164, 167, 172, 190, 194, 211, 234, 249, 250, 259, 262, 266, 268, 269, 272 and 273 are technical drafting amendments and will be discussed together.
Seanad amendment No. 12:
Section 32: In page 86, line 2, to delete “company” where it firstly occurs and substitute “company,”.
Seanad amendment agreed to.
Seanad amendment No. 13:
Section 33: In page 86, line 27 to delete “therein” and substitute the following:
“therein;
(i) any copy of a winding up order in respect of the company;
(j) any copy of an order for the dissolution of the company on a winding up;
(k) any return by the liquidator of the final meeting of the company on a winding up;
(l) any notice of the appointment of a liquidator in a voluntary winding up of the company.”.
Seanad amendment agreed to.
Seanad amendment No. 14:
Section 39: In page 89, line 5, to delete “shall” and substitute “may”.
Seanad amendment agreed to.
Seanad amendments Nos. 15 and 16 form a composite proposal and will be discussed together.
Seanad amendment No. 15:
Section 41: In page 91, lines 14 and 15, to delete “, by writing under its common seal,”.
Seanad amendment agreed to.
Seanad amendment No. 16:
Section 41: In page 91, line 18, to delete “and under his or her seal”.
Seanad amendment agreed to.
Seanad amendments Nos. 17 and 18 are related and will be discussed together.
Seanad amendment No. 17:
Section 50: In page 94, line 33, to delete “being an agent who has an office in the State and who is” and substitute “being a company formed and registered under this Act, or an existing company, and which is”.
Seanad amendment agreed to.
Seanad amendment No. 18:
Section 50: In page 94, line 38, to delete “of his or her office” and substitute “of the agent’s registered office”.
Seanad amendment agreed to.
Seanad amendments Nos. 19 to 21, inclusive, are related and will be discussed together.
Seanad amendment No. 19:
Section 56: In page 99, between lines 1 and 2, to insert the following:
“(9) For the avoidance of doubt, the application of Part 16, in the circumstances under this section where that Part is stated to apply and notwithstanding that the course of action of delivering a constitution of the kind referred to in subsection (1) will not be adopted by such a company, extends to an existing private company falling within subsection (10) but—
(a) the application of Part 16 to such a company does not affect the application of the provisions of the statute referred to in subsection (10) (or any other relevant statute) to the company; and
(b) if, by virtue of the foregoing statute, the company was not required to include the word “limited” or “teoranta” in its name, that exemption is not affected by anything in this section or Part 16.
(10) The existing private company referred to in subsection (9) is one that has been incorporated under a former enactment relating to companies (within the meaning of section 5) pursuant to, or in compliance with a requirement of, any statute.”.
Seanad amendment agreed to.
Seanad amendment No. 20:
Section 63: In page 104, between lines 15 and 16, to insert the following:
“(7) If the existing private company had not registered articles and, by reason of section 58, the regulations in Table A are, immediately before the making by the company of an application under subsection (3), deemed to be its articles, then each of the references in the preceding subsections of this section to articles shall be disregarded, but in such a case the application under subsection (3) shall be accompanied by a statement in the prescribed form that the articles of the company comprise those regulations.”.
Seanad amendment agreed to.
Seanad amendment No. 21:
Section 63: In page 104, between lines 28 and 29, to insert the following:
“(9) If, by reason of section 58, an existing private company was, immediately before the making by the company of an application under subsection (3), governed (in whole or in part) by the regulations contained in Table A, then for the purposes of this section and in addition to the other cases where their continuance in force for a particular purpose is provided for by this Chapter, those regulations shall, despite the repeal of the Act of 1963, continue in force and upon the issue of the aforementioned certificate of incorporation the articles of the designated activity company shall be deemed to comprise the whole of those regulations or, as the case may be, to include the parts concerned of those regulations, but—
(a) this is save to the extent that those regulations are inconsistent with a mandatory provision;
(b) those regulations may be altered or added to under and in accordance with the conditions under which the designated activity company’s articles are permitted by Part 16 to be altered or added to; and
(c) references in those regulations to any provision of the prior Companies Acts shall be read as references to the corresponding provision of this Act.
(10) Subject to paragraphs (b) and (c) of that subsection, the regulations referred to in subsection (9) shall be interpreted according to the form in which they existed on the date of repeal of the Act of 1963.”.
Seanad amendment agreed to.
Seanad amendments Nos. 22 and 297 are related and will be discussed together.
Seanad amendment No. 22:
Section 63: In page 104, between lines 33 and 34, to insert the following:
“(10) The procedures under this section may be followed, after consultation by the company with the relevant Minister, by an existing private company that has been incorporated under a former enactment relating to companies (within the meaning of section 5) pursuant to, or in compliance with a requirement of, any statute (in subsection (11) referred to as the “relevant statute”) and may be so followed notwithstanding that statute but—
(a) the provisions otherwise of that statute (and any other relevant statute) shall apply to the designated activity company that the foregoing company re-registers as under this section as they apply to the foregoing company before such reregistration;
and
(b) if the foregoing company is a company to which section 1440 applies, the provision made by subsection (1) requiring the substitution of certain words in its name shall be taken to be omitted from that subsection.
(11) In subsection (10) “relevant Minister” means the Minister of the Government concerned in the administration of the relevant statute.”.
Seanad amendment agreed to.
Seanad amendment No. 23:
Section 66: In page 108, line 10, to delete “Save to the extent that its constitution provides otherwise, subsection (6)” and substitute “Subsection (6)”.
Seanad amendment agreed to.
Seanad amendments Nos. 24, 28 to 31, inclusive, and 39 are related and will be discussed together.
Seanad amendment No. 24:
Section 83: In page 125, line 9, after “capital” to insert “, other than the share premium account”.
Seanad amendment agreed to.
Seanad amendment No. 25 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 25:
Section 89: In page 131, line 15, to delete “section 88” and substitute “section 88,”.
Seanad amendment agreed to.
Seanad amendments Nos. 26, 139, 214, 309 and 310 are related and will be discussed together.
Seanad amendment No. 26:
Section 99: In page 137, lines 33 and 34, to delete “or the seal kept by the company by virtue of section”.
Seanad amendment agreed to.
Seanad amendment No. 27 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 27:
Section 102: In page 139, line 33, to delete “Chapter 4” and substitute “4”.
Seanad amendment agreed to.
Seanad amendment No. 28 has already been discussed with Seanad amendment No. 24.
Seanad amendment No. 28:
Section 105: In page 142, line 40, to delete “undenominated capital” and substitute “share premium account”.
Seanad amendment agreed to.
Seanad amendment No. 29 has already been discussed with Seanad amendment No. 24.
Seanad amendment No. 29:
Section 105: In page 143, line 1, after “company’s” to insert “share premium account or other”.
Seanad amendment agreed to.
Seanad amendment No. 30 has already been discussed with Seanad amendment No. 24.
Seanad amendment No. 30:
Section 106: In page 144, line 36, after “company” to insert “, other than its share premium account”.
Seanad amendment agreed to.
Seanad amendment No. 31 has already been discussed with Seanad amendment No. 24.
Seanad amendment No. 31:
Section 108: In page 145, line 36, after “capital” to insert “, other than the share premium account”.
Seanad amendment agreed to.
Seanad amendment No. 32:
Section 113: In page 149, between lines 23 and 24, to insert the following:
“(5) This section shall not prevent the subscription, acquisition or holding of shares in its parent public company by a company which is a member of an authorised market operator acting in its capacity as a professional dealer in securities in the normal course of its business.”.
Seanad amendment agreed to.
Seanad amendment No. 33 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 33:
Section 119: In page 153, line 35, to delete “subsection (1)(a)” and substitute “subsection (1)(a),”.
Seanad amendment agreed to.
Seanad amendments Nos. 34, 216 and 217 are related and will be discussed together.
Seanad amendment No. 34:
Section 121: In page 156, to delete lines 23 to 27.
Seanad amendment agreed to.
Seanad amendment No. 35 is consequential on Seanad amendment No. 36 and both will be discussed together.
Seanad amendment No. 35:
Section 123: In page 157, line 8, after “provision;” to insert “and”.
Seanad amendment agreed to.
Seanad amendment No. 36:
Section 123: In page 157, to delete lines 9 to 12.
Seanad amendment agreed to.
Seanad amendments Nos. 37 and 38 are related and will be discussed together.
Seanad amendment No. 37:
Section 126: In page 159, lines 19 and 20, to delete “arising on a revaluation of all the fixed assets of the company”.
Seanad amendment agreed to.
Seanad amendment No. 38:
Section 126: In page 159, to delete lines 24 to 31 and substitute the following:
“dividend and in the same proportions in or towards paying up in full unissued shares of the company of a nominal value equal to the relevant sum capitalised (such shares to be allotted and distributed credited as fully paid up to and amongst such holders and in the proportions as aforementioned).”.
Seanad amendment agreed to.
Seanad amendment No. 39 has already been discussed with Seanad amendment No. 24.
Seanad amendment No. 39:
Section 126: In page 160, line 22, after “capital” to insert “, other than the share premium account”.
Seanad amendment agreed to.
Seanad amendments Nos. 40 and 223 are cognate and will be discussed together.
Seanad amendment No. 40:
Section 129: In page 161, to delete lines 19 and 20 and substitute “secretary has the skills or resources necessary to discharge his or her statutory and other duties.”.
Seanad amendment agreed to.
Seanad amendment No. 41:
Section 148: In page 173, to delete line 17 and substitute the following:
“(b) the health of the director is such that he or she can no longer be reasonably regarded as possessing an adequate decision making capacity; or”.
Seanad amendment agreed to.
Seanad amendments Nos. 42 and 43 are consequential on Seanad amendment No. 44 and they will be discussed together.
Seanad amendment No. 42:
Section 149: In page 173, line 30, after “subsection (4)” to insert “and section 150(11)”.
Seanad amendment agreed to.
Seanad amendment No. 43:
Section 149: In page 174, line 13, after “subsection (6)” to insert “and section 150(11)”.
Seanad amendment agreed to.
Seanad amendment No. 44 was discussed with Seanad amendment No. 42.
Seanad amendment No. 44:
Section 150: In page 177, between lines 8 and 9, to insert the following:
“(11) The Minister may make regulations providing that any requirement of this Act that the usual residential address of an officer of a company appear on the register referred to in section 149(1) or the register kept by the Registrar shall not apply in relation to a particular person who is such an officer if—
(a) in accordance with a procedure provided in the regulations for this purpose, it is determined that the circumstances concerning the personal safety or security of the person warrant the application of the foregoing exemption in respect of him or her; and
(b) such other conditions (if any) as are specified in the regulations for the application of the foregoing exemption are satisfied.
(12) Regulations under subsection (11) may contain such incidental, consequential and supplemental provisions as appear to the Minister to be necessary or expedient, including provision—
(a) so as to secure that there is not otherwise disclosed, by virtue of this Act’s operation, the usual residential address of a person in respect of whom the exemption referred to in that subsection applies;
and
(b) limiting the regulations’ application to a usual residential address that, but for the regulations’ operation, would fall to be entered, on a register referred to in that subsection, on or after a date specified in the regulations.”.
Seanad amendment agreed to.
Seanad amendment No. 45:
Section 181: In page 196, to delete lines 6 to 9 and substitute the following:
“(3) Where notice of a meeting is given by posting it by ordinary prepaid post to the registered address of a member, then, for the purposes of any issue as to whether the correct period of notice for that meeting has been given, the giving of the notice shall be deemed to have been effected on the expiration of 24 hours following posting.”.
Seanad amendment agreed to.
Seanad amendments No. 46, 221 and 222 form a composite proposal and will be discussed together.
Seanad amendment No. 46:
Section 183: In page 197, between lines 33 and 34, to insert the following:
“(7) The depositing of the instrument of proxy referred to in subsection (5) may, rather than its being effected by sending or delivering the instrument, be effected by communicating the instrument to the company by electronic means, and this subsection likewise applies to the depositing of anything else referred to in subsection (5).”.
Seanad amendment agreed to.
Seanad amendments Nos. 47, 49, 50, 204, 205, 220, 239 and 256 are cognate and will be discussed together.
Seanad amendment No. 47:
Section 193: In page 203, lines 16 and 17, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute Act”.
Seanad amendment agreed to.
Seanad amendment No. 48 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 48:
In page 204, line 6, to delete “proceeding” and substitute “proceedings”.
Seanad amendment agreed to.
Seanad amendment No. 49 has already been discussed with Seanad amendment No. 47.
Seanad amendment No. 49:
Section 194: In page 204, line 28, to delete “Part or Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 50 has already been discussed with Seanad amendment No. 47.
Seanad amendment No. 50:
In page 205, line 8, to delete “Part or Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 51 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 51:
Section 195: In page 206, line 34, to delete “proceeding” and substitute “proceedings”.
Seanad amendment agreed to.
Seanad amendment No. 52:
Section 196: In page 207, line 9, after “member” to insert the following:
“(and this applies notwithstanding a stipulation in the constitution that there be 2 members, or a greater number)”.
Seanad amendment agreed to.
Seanad amendment No. 53 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 53:
Section 211: In page 217, line 36, after “after” to insert “the”.
Seanad amendment agreed to.
Seanad amendments Nos. 54 and 55 are related and will be discussed together.
Seanad amendment No. 54:
Section 214: In page 220, line 24, to delete “Save where regulations under subsection (7) provide otherwise, any” and substitute “Any”.
Seanad amendment agreed to.
Seanad amendment No. 55:
Section 214: In page 220, line 31, after “mentioned” where it secondly occurs to insert the following:
“and may also, by regulations, provide for such exceptions to subsection (6) as he or she considers appropriate”.
Seanad amendment agreed to.
Seanad amendment No. 56:
Section 218: In page 224, line 8, after “Act” to insert “, or of the company’s constitution,”.
Seanad amendment agreed to.
Seanad amendment No. 57 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 57:
Section 218: In page 224, line 9, to delete “a company” and substitute “the company”.
Seanad amendment agreed to.
Seanad amendment No. 58 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 58:
Section 218: In page 224, lines 10 and 11, to delete “of the company”.
Seanad amendment agreed to.
There will be a change on the team.
I am sure you are thinking "Thank God".
Seanad amendment No. 59:
Section 218: In page 225, to delete line 8 and substitute the following:
“despatch,
but this subsection is without prejudice to section 181(3).”.
Seanad amendment agreed to.
Seanad amendments Nos. 60 to 64, inclusive, are related and may be discussed together by agreement.
Seanad amendment No. 60:
Section 227: In page 233, line 4, after “duties” to insert “(other than those set out in section 228(1)(b) and (h))”.
Seanad amendment agreed to.
Seanad amendment No. 61:
Section 227: In page 233, line 7, after “duties” to insert “(other than those set out in section 228(1)(b) and (h))”.
Seanad amendment agreed to.
Seanad amendment No. 62:
Section 228: In page 233, line 25, to delete “or”.
Seanad amendment agreed to.
Seanad amendment No. 63:
Section 228: In page 233, line 26, after “subsection (2);” to insert the following:
“or
(iii) the director’s agreeing to such has been approved by a resolution of the company in general meeting;”.
Seanad amendment agreed to.
Seanad amendment No. 64:
Section 232: In page 236, line 8, to delete “section
228(1)(d)” and substitute “section 228(1)(a), (c), (d), (e), (f) or (g)”.
Seanad amendment agreed to.
Seanad amendment No. 65 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 65:
Section 250: In page 248, line 26, after “to” to insert “in”.
Seanad amendment agreed to.
Seanad amendments Nos. 66 to 71, inclusive, are related and may be discussed together by agreement.
Seanad amendment No. 66:
Section 263: In page 258, line 6, to delete “subsection (3)” and substitute “subsection (3) and (5)”.
Seanad amendment agreed to.
Seanad amendment No. 67:
Section 263: In page 258, line 11, to delete “subject to subsection
(5),”.
Seanad amendment agreed to.
Seanad amendment No. 68:
Section 263: In page 258, line 31, to delete “extend to the matters referred to in paragraph (b) of it” and substitute “arise”.
Seanad amendment agreed to.
Seanad amendment No. 69:
Section 263: In page 259, line 6, to delete “subsection (8)” and substitute “subsection (8) and (10)”.
Seanad amendment agreed to.
Seanad amendment No. 70:
Section 263: In page 259, line 11, to delete “subject to subsection
(10),”.
Seanad amendment agreed to.
Seanad amendment No. 71:
Section 263: In page 259, line 28, to delete “extend to the matters referred to in paragraph (b) of it” and substitute “arise”.
Seanad amendment agreed to.
Seanad amendment No. 72 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 72:
Section 265: In page 260, line 34, to delete “rising” and substitute “rise”.
Seanad amendment agreed to.
Seanad amendments Nos. 73 and 74 are related and may be discussed together by agreement.
Seanad amendment No. 73:
Section 271: In page 264, between lines 31 and 32, to insert the following:
“(a) “basic facts concerning the default” means such of the facts, relating to the one or more acts or omissions that constituted the default, as can reasonably be regarded as indicating, at the relevant time, the general character of those acts or omissions,”.
Seanad amendment agreed to.
Seanad amendment No. 74:
Section 271: In page 265, to delete lines 5 to 17 and substitute the following:
“(2) In relevant proceedings, where it is proved that the defendant was aware of the basic facts concerning the default concerned, it shall be presumed that the defendant permitted the default unless the defendant shows that he or she took all reasonable steps to prevent it or that, by reason of circumstances beyond the defendant’s control, was unable to do so.”.
Seanad amendment agreed to.
Seanad amendments Nos. 75 and 76 have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 75:
Section 275: In page 272, line 8, to delete “EEC” where it secondly occurs and substitute “EC”.
Seanad amendment agreed to.
Seanad amendment No. 76:
Section 286: In page 278, line 13, after “both” to insert “of”.
Seanad amendment agreed to.
Seanad amendment No. 77:
Section 286: In page 278, to delete lines 27 to 32 and substitute the following:
“(6) Subject to subsection (7), the reference in subsection (5) to the net assets of the company is a reference to net assets, as defined in section 275(1), of the company and for this purpose the amount of its net assets shall be ascertained by reference to the entity financial statements prepared under section 290 and laid in accordance with section 341 in respect of the last preceding financial year in respect of which such entity financial statements were so laid.
(7) Where no entity financial statements of the company have been prepared and laid under the foregoing sections before that time, the reference in subsection (5) to the net assets of the company shall be taken to be a reference to the amount of its called-up share capital at the time of the contravention.”.
Seanad amendment agreed to.
Seanad amendments Nos. 78 and 79 are cognate and may be discussed together by agreement.
Seanad amendment No. 78:
Section 299: In page 288, line 26, to delete “to its not having elected to prepare IFRS group financial statements and”.
Seanad amendment agreed to.
Seanad amendment No. 79:
Section 300: In page 290, line 17, to delete “to its not having elected to prepare IFRS group financial statements and”.
Seanad amendment agreed to.
Seanad amendment No. 80 has already been discussed with Seanad amendment No. 12.
Seanad amendment No. 80:
Section 307: In page 298, line 36, after “of” to insert “the”.
Seanad amendment agreed to.
Seanad amendments Nos. 81 and 82 are cognate and may be discussed together by agreement.
Seanad amendment No. 81:
Section 311: In page 305, line 30, to delete “bank” and substitute “institution”.
Seanad amendment agreed to.
Seanad amendment No. 82:
Section 311: In page 306, line 19, to delete “bank” and substitute “institution”.
Seanad amendment agreed to.
Seanad amendments Nos. 83 and 84 have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 83:
Section 317: In page 313, line 19, to delete “scheme” and substitute “scheme,”.
Seanad amendment agreed to.
Seanad amendment No. 84:
Section 324: In page 317, line 5, to delete “EEC” and substitute “EC”.
Seanad amendment agreed to.
Seanad amendments Nos. 85 to 87, inclusive; 92 to 101, inclusive; and 208, 242, 258 and 274 are related and may be discussed together by agreement.
Seanad amendment No. 85:
Section 335: In page 325, to delete lines 31 and 32 and substitute the following:
“(b) the company is availing itself of the exemption on the grounds that section 358 or 359, as appropriate, is complied with,”.
Seanad amendment agreed to.
Seanad amendment No. 86:
Section 335: In page 326, between lines 8 and 9, to insert the following:
“(5) Whenever a company has availed itself of the audit exemption in respect of a financial year, the company shall, if required by the Director of Corporate Enforcement to do so—
(a) give to the Director such access to and facilities for inspecting and taking copies of the books and documents of the company, and
(b) furnish to the Director such information,
as the Director may reasonably require for the purpose of satisfying himself or herself that the company did, in respect of that financial year, comply with section 358* or 359, as appropriate.
(6) If a company fails to comply with a requirement under subsection (5), the company and any officer of it who is in default shall be guilty of a category 4 offence.”.
Seanad amendment agreed to.
Seanad amendment No. 87:
Section 335: In page 326, line 10, to delete “section 358(2)” and substitute “section 359(1)”.
Seanad amendment agreed to.
Seanad amendment No. 88:
Section 343: In page 333, line 36, to delete “The court” and substitute the following:
“In respect of an annual return that is to be delivered on or after the commencement of this section, the court”.
Seanad amendment agreed to.
Seanad amendments Nos. 89 and 90 have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 89:
Section 343: In page 333, lines 36 and 37, to delete “district court area” and substitute “District Court district”.
Seanad amendment agreed to.
Seanad amendment No. 90:
Section 347: In page 336, line 17, to delete “returns” and substitute “return’s”.
Seanad amendment agreed to.
Seanad amendment No. 91:
Section 355: In page 343, lines 15 and 16, to delete “laid before the members in general meeting or which is otherwise” and substitute “approved by the board of directors or which is”.
Seanad amendment agreed to.
Seanad amendment No. 92 has already been discussed with Seanad amendment No. 83
Seanad amendment No. 92:
Section 358: In page 346, to delete lines 6 to 41, and in page 347, to delete lines 1 to 23 and substitute the following:
“Main conditions for audit exemption — non-group situation
358. (1) Subject to subsection (3) and the other provisions of this Chapter, section 360 (audit exemption) applies to a company in respect of its statutory financial statements for a particular financial year if the company qualifies as a small company in relation to that financial year.
(2) For the purposes of this section, whether a company qualifies as a small company shall be determined in accordance with section 350(2), (3), (5), (7), (8), (9) and (10).
(3) Section 360 does not apply to a company in respect of its statutory financial statements for a particular financial year during any part of which the company was a group company (within the meaning of section 359) unless the group qualifies, under section 359, as a small group in relation to that financial year (and the other relevant provisions of this Chapter are complied with).
(4) In subsection (3) “group”, in relation to a group company, shall be read in accordance with section 359(1)(b).
(5) Nothing in this section prejudices the operation of Chapter 16 (special audit exemption for dormant companies).”.
Seanad amendment agreed to.
Seanad amendments Nos. 93 to 101, inclusive, have already been discussed with amendment No. 85.
Seanad amendment No. 93:
Section 359: In page 347, to delete lines 24 to 39, and in page 348, to delete lines 1 to 10 and substitute the following:
“Main conditions for audit exemption— group situation
359. (1) In this section—
(a) “group company” means a company that is a holding company or a subsidiary undertaking; and
(b) references to the group, in relation to a group company, are references to that company, together with all its associated undertakings, and for the purposes of this paragraph undertakings are associated if one is the subsidiary undertaking of the other or both are subsidiary undertakings of a third undertaking.
(2) Subject to this Chapter, section 360 (audit exemption) applies to any group company in respect of its statutory financial statements for a particular financial year if the group qualifies as a small group in relation to that financial year.
(3) The determination of whether a group so qualifies shall be made, as provided for in this section, by reference to whether the financial year in question is the first, or a subsequent, financial year of the holding company that heads the group.
(4) A group qualifies as small in relation to the holding company’s first financial year if the qualifying conditions are satisfied in respect of that year.
(5) A group qualifies as small in relation to a subsequent financial year of the holding company—
(a) if the qualifying conditions are satisfied in respect of that year and the preceding financial year;
(b) if the qualifying conditions are satisfied in respect of that year and the group qualified as small in relation to the preceding financial year;
(c) if the qualifying conditions were satisfied in respect of the preceding financial year and the group qualified as small in relation to that year.
(6) The qualifying conditions for a small group are satisfied by a group in relation to a financial year in which it fulfils 2 or more of the following requirements:
(a) the balance sheet total of the holding company and the other members of the group taken as a whole does not exceed €4.4 million,
(b) the amount of the turnover of holding company and the other members of the group taken as a whole does not exceed €8.8 million,
(c) the average number of persons employed by the holding company and the other members of the group taken as whole does not exceed 50.
(7) For the purposes of subsection (6)(a)—
(a) “balance sheet total”, in relation to the holding company or another member of the group, means the aggregate of the amounts shown as assets in the company’s or other member’s entity balance sheet;
(b) there shall, in the operation of taking the balance sheet totals as a whole, be eliminated inter-group balances.
(8) For the purposes of subsection (6)(b)—
(a) “amount of the turnover”, in relation to the holding company or another member of the group, means the amount of the turnover shown in the company’s or other member’s entity profit and loss account;
(b) there shall, in the operation of taking the amounts of turnover as a whole, be eliminated inter-group sales.
(9) For the purpose of subsection (6)(c), the average number of persons employed by a company or another member of the group shall be determined by applying the method of calculation prescribed by section 317 for determining the number required by subsection (1) of that section to be stated in a note to the financial statements of a company.
(10) In the application of paragraph (b) of subsection (6) to any period which is a financial year but is not in fact a year, the amount specified in that paragraph shall be proportionally adjusted.
(11) Each occasion of an amendment of the kind referred to in subsection (12) being effected shall operate to enable the Minister to amend, by order, subsection (6)(a) and (b), by substituting for the total and the amount, respectively, specified in those provisions a greater total and amount (not being a total or an amount that is greater than the total or amount it replaces by 25 per cent).
(12) The amendment referred to in subsection (11) is an amendment of the amount and the total specified in paragraphs (a) and (b), respectively, of section 350(5), being an amendment made for the purpose of giving effect to a Community act.
(13) Nothing in this section nor in any subsequent provision of this Chapter prejudices the operation of Chapter 16 (special audit exemption for dormant companies).”.
Seanad amendment agreed to.
Seanad amendment No. 94:
Section 360: In page 348, lines 12 to 25, to delete all words from and including “The” in line 12 down to and including line 25 and substitute the following:
“The following provisions (the “audit exemption”) have effect where, by virtue of section 358 or 359, as appropriate, this section applies in respect of the statutory financial statements of a company or a group for a particular financial year—
(a) without prejudice to section 384(2), section 333 (obligation to have statutory financial statements audited) shall not apply to the company or group in respect of that financial year, and
(b) unless and until circumstances (if any) arise by reason of which the company or group is not entitled to the audit exemption in respect of that financial year, the provisions specified in subsection (2) shall not apply to the company or group in respect of that year.”.
Seanad amendment agreed to.
Seanad amendment No. 95:
Section 361: In page 349, to delete lines 17 to 36 and substitute the following:
“Audit exemption not available where notice under section 334 served
361. (1) Notwithstanding that section 358* is complied with, a company is not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the company.
(2) Notwithstanding that section 359 is complied with—
(a) a holding company and the other members of the group are not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the holding company (irrespective of whether such a notice is served under and in accordance with those provisions on one or more of the other members of the group),
(b) where no such notice has been served, under and in accordance with those provisions, on the holding company but one has been so served on another member of the group, then that member is not entitled to the audit exemption in the year concerned irrespective of whether its holding company and any other members of the group avail themselves of the audit exemption in that year (but this paragraph is not to be read as diminishing the extent of the audit exemption, so far as it relates to the holding company’s group financial statements, that is availed of by the holding company).”.
Seanad amendment agreed to.
Seanad amendment No. 96:
Section 362: In page 349, to delete lines 37 to 41, and in page 350, to delete lines 1 to 15 and substitute the following:
“Audit exemption not available where company or subsidiary undertaking falls within a certain category
362. (1) Notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section if the company is a company falling within any provision (in so far as applicable to a private company limited by shares) of Schedule 5, other than a company referred to in paragraph 5 or 16 of that Schedule, or if it is a relevant securitisation company.
(2) Notwithstanding that section 359 is complied with, a holding company and the other members of the group are not entitled to the audit exemption referred to in that section if—
(a) the holding company is a company falling within any provision (in so far as applicable to a private company limited by shares) of Schedule 5, other than a company referred to in paragraph 5 or 16 of that Schedule, or if it is a relevant securitisation company, or
(b) any of those other members is—
(i) a credit institution,
(ii) an insurance undertaking,
(iii) a company falling within any provision of Schedule 5, other than a company referred to in paragraph 5 or 16 of that Schedule,
(iv) a relevant securitisation company or
(v) a body any of the securities of which are admitted to trading on a regulated market.
(3) In this section “relevant securitisation company” means—
(a) a qualifying company within the meaning of section 110 of the Taxes Consolidation Act 1997; or
(b) a financial vehicle corporation (“FVC”) within the meaning of—
(i) in the period before 1 January 2015, Article 1(1) of Regulation (EC) No. 24/2009 of the European Central Bank of 19 December 2008 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions; or
(ii) subject to subsection (4), in the period on or after 1 January 2015, Article 1(1) of Regulation (EU) No. 1075/2013 of the European Central Bank of 18 October 2013 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions (recast).
(4) If a Regulation is made by the European Central Bank concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions that—
(a) contains a different definition of financial vehicle corporation (“FVC”) from that referred to in subparagraph (ii) of subsection (3)(b), the reference in that provision to that definition shall be read as a reference to the definition contained in the Regulation so made, or
(b) amends the definition so referred to, the reference in that provision to that definition shall be read as a reference to that definition as it stands so amended.”
Seanad amendment agreed to.
Seanad amendment No. 97:
Section 363: In page 350, to delete lines 16 to 30 and substitute the following:
“Audit exemption (non-group situation) not available unless annual return filed in time
363. (1) Notwithstanding that section 358 is complied with, a company is not entitled to the audit exemption referred to in that section in a financial year unless—
(a) there is delivered to the Registrar, in compliance with section 343, the company’s annual return to which the statutory financial statements or (as appropriate) abridged financial statements for that financial year are annexed, and
(b) if the annual return referred to in paragraph (a) is not the company’s first annual return, there has been delivered to the Registrar, in compliance with section 343, its annual return to which the statutory financial statements or (as appropriate) abridged financial statements for its preceding financial year were annexed.
(2) Where the annual return referred to in paragraph (a) or (b) of subsection (1) is the company’s first annual return, that paragraph shall have effect as if the reference to statutory financial statements or abridged financial statements being annexed to that return were omitted.”.
Seanad amendment agreed to.
Seanad amendment No. 98:
Section 364: In page 350, to delete lines 31 to 39, and in page 351, to delete lines 1 to 31 and substitute the following:
“Audit exemption (group situation) not available unless annual return filed in time
364. (1) In this section—
(a) a reference to each of the relevant bodies is a reference to each of the holding company and the other members of the group (but this paragraph is subject to subsection (6)),
(b) “preceding financial year” means the financial year preceding the financial year referred to in subsection (2).
(2) Notwithstanding that section 359* is complied with, a holding company and the other members of the group are not entitled to the audit exemption referred to in that section in a financial year unless—
(a) there is delivered to the Registrar, in compliance with section 343, the annual return of each of the relevant bodies to which the particular relevant body’s statutory financial statements or (as appropriate) abridged financial statements for that financial year are annexed, and
(b) if the annual return referred to in paragraph (a) is not the first annual return of each of the relevant bodies, the condition specified in subsection (3) or (4), as the case may be, is satisfied.
(3) If the annual return referred to in paragraph (a) of subsection (2) is not the first annual return of any of the relevant bodies, the condition referred to in paragraph (b) of that subsection is that there has been delivered to the Registrar, in compliance with section 343, the annual return of each of the relevant bodies to which the particular relevant body’s statutory financial statements or (as appropriate) abridged financial statements for the preceding financial year were annexed.
(4) If the annual return referred to in paragraph (a) of subsection (2) is the first annual return of one or more, but not all, of the relevant bodies, the condition referred to in paragraph (b) of that subsection is that there has been delivered to the Registrar, in compliance with section 343, the annual return of each of the relevant bodies (excluding any of them the annual return of which is its first annual return) to which the particular relevant body’s statutory financial statements or (as appropriate) abridged financial statements for the preceding financial year were annexed.
(5) In the case of—
(a) the annual return thirdly mentioned in subsection (2)(a), if that return is the company’s or other member’s first annual return, subsection (2)(a) shall have effect (in relation to the company or other member) as if the reference to statutory financial statements or abridged financial statements being annexed to that return were omitted,
(b) the annual return to which the condition referred to in subsection (3) or (4) applies (namely the annual return to which statutory financial statements or abridged financial statements for the preceding financial year are to be annexed) if that annual return is the relevant body’s first annual return, subsection (3) or (4), as the case may be, shall have effect (in relation to the relevant body) as if the reference to statutory financial statements or abridged financial statements being annexed to that return were omitted.
(6) There shall not be reckoned as another member of the group for the purposes of this section (other than for the purposes of the expression “other members of the group” in subsection (2)) a subsidiary undertaking that is not a company registered under this Act or an existing company and the construction provided for by subsection (1)(a) (of references to each of the relevant bodies) shall be read accordingly.”.
Seanad amendment agreed to.
Seanad amendment No. 99:
Section 365: In page 352, to delete lines 9 to 12 and substitute the following:
“(b) unless and until circumstances, if any, arise in that financial year by reason of which the company is not entitled to that audit exemption in respect of that financial year, the provisions specified in subsection (4) shall not apply to the company in respect of that year.”.
Seanad amendment agreed to.
Seanad amendment No. 100:
Section 365: In page 352, to delete lines 22 to 27 and substitute the following:
“(5) Section 363 shall apply for the purposes of this section as it applies for the purpose of section 358 with the substitution in subsection (1)—
(a) for the reference to section 358 being complied with of a reference to the condition specified in subsection (2) of this section being satisfied, and
(b) for the reference to the audit exemption referred to in section 358 of a reference to the dormant company audit exemption.”.
Seanad amendment agreed to.
Seanad amendment No. 101:
Section 384: In page 366, to delete lines 3 to 10 and substitute the following:
“(2) Whenever by reason of circumstances arising the company is not entitled to the audit exemption in respect of the financial year concerned, it shall be the duty of the directors of the company to appoint statutory auditors of the company as soon as may be after those circumstances arise.”.
Seanad amendment agreed to.
Seanad amendments Nos. 102 to 104, inclusive, are related and will be discussed together.
Seanad amendment No. 102:
Section 408: In page 380, to delete line 14 and substitute the following:
“(c) shares, bonds or debt instruments,”.
Seanad amendment agreed to.
Seanad amendment No. 103:
Section 408: In page 380, line 17, to delete “the foregoing paragraphs” and substitute “paragraphs (b) to (c)”.
Seanad amendment agreed to.
Seanad amendment No. 104:
Section 408: In page 380, between lines 19 and 20, to insert the following:
“(2) Any exclusion provided in subsection (1) to what is defined in that subsection as constituting a “charge” may be varied by order made by the Minister if the Minister considers that it is necessary or expedient to do so in consequence of any Community act adopted after the commencement of this section relating to financial collateral arrangements.”.
Seanad amendment agreed to.
Seanad amendment No. 105:
Section 409: In page 381, line 27, to delete “is created in the State but”.
Seanad amendment agreed to.
Seanad amendments Nos. 106 to 108, inclusive, are related and will be discussed together.
Seanad amendment No. 106:
Section 412: In page 382, to delete lines 19 to 41 and in page 383, to delete lines 1 to 21 and substitute the following:
“Priority of charges
412. (1) For the purposes of this section—
(a) “relevant rule of law” means a rule of law that governs the priority of charges created by a company, and for the avoidance of doubt, any enactment governing the priority of such charges is not encompassed by that expression,
(b) the reference in subsection (2) to any priority that one charge, by virtue of a person’s not having notice of a matter, enjoys over another charge or charges shall be deemed to include a reference to any priority that an advance made on foot of a charge, by virtue of a person’s not having notice of a matter, enjoys over a subsequent charge or charges.
(2) On and from the commencement of this section, any relevant rule of law shall stand modified in the manner specified in subsection (3), but not so as to displace any priority, whether before or after that commencement, that one charge, by virtue of a person’s not having notice of a matter, enjoys over another charge or charges.
(3) That modification is that, for the part of the rule that operates by reference to the time of creation of the 2 or more charges concerned, there shall be substituted a part that operates by reference to—
(a) the dates of receipt by the Registrar of the prescribed particulars of the 2 or more charges concerned, or
(b) if the date of receipt by the Registrar of the prescribed particulars of the 2 or more charges is the same, the respective times, on the date concerned, of receipt by the Registrar of those particulars.
(4) References in subsection (3) to the date, or time, of receipt of the prescribed particulars are references to—
(a) if the procedure under subsection (3) of section 409 is complied with in relation to a particular charge, the date, or time, of receipt by the Registrar of the prescribed particulars, in the prescribed form, of the charge, or
(b) if the procedure under subsection (4) of section 409 is complied with in relation to a particular charge, the date, or time, of receipt by the Registrar of the notice, in the prescribed form and containing the prescribed particulars, in relation to the charge under paragraph (a) of that subsection (4).
(5) Subsections (2) and (3) shall not affect any agreement between persons in whose favour charges have been created in relation to the priority that those charges shall, as between them, have.
(6) Subject to subsection (7), in relation to particulars of a charge received by the Registrar pursuant to section 409(3) or (4), the following provisions apply so far as those particulars consist of particulars of a negative pledge, any events that crystallise a floating charge or any restrictions on the use of any charged asset (and particulars of any such matter are referred to subsequently in this subsection as “extraneous material”):
(a) the Registrar shall not enter in the register under section 414 particulars of the extraneous material pursuant to that section;
(b) the fact that the Registrar has received the particulars of the extraneous material shall have no legal effect;
but nothing in the foregoing affects the validity of the receipt by the Registrar of the other particulars of the charge.
(7) Subsection (6) does not apply to particulars of a negative pledge included in particulars of a floating charge granted by a company to the Central Bank for the purposes of either providing or securing collateral.
(8) In this section “negative pledge” means any agreement entered into by the company concerned and any other person or persons that—
(a) provides that the company shall not, or shall not otherwise than in specified circumstances—
(i) borrow moneys or otherwise obtain credit from any person other than that person or those persons,
(ii) create or permit to subsist any charge, lien or other encumbrance or any pledge over the whole or any part of the property of the company, or
(iii) alienate or otherwise dispose of in any manner any of the property of the company,
or
(b) contains a prohibition, either generally or in specified circumstances, on the doing by the company of one or more things referred to in one, or more than one, provision of paragraph (a).”.
Seanad amendment agreed to.
Seanad amendment No. 107:
Section 419: In page 387, line 9, after “commencement” to insert the following:
“, and the foregoing reference to the time allowed under those provisions includes the time allowed under those provisions as extended by an order (if such has been made) under section 106 of the Act of 1963”.
Seanad amendment agreed to.
Seanad amendment No. 108:
Section 420: In page 387, to delete lines 10 to 31 and substitute the following:
“Transitional provisions in relation to priorities of charges
420. (1) In this section “charge to which the special transitional case applies” means a charge referred to in the case set out in section 419(2).
(2) Subject to subsection (3), the modification by section 412* of any rule of law there referred to (in this section referred to as the “section 412* rule modification”) shall not apply in relation to the issue of the priority of any charge (within the meaning of Part IV of the Act of 1963), created before the commencement of this Part, as against a charge falling within this Part created on or after that commencement.
(3) The section 412* rule modification shall apply in relation to the issue of the priority of a charge to which the special transitional case applies (as against a charge falling within this Part created on or after commencement of that Part) if the first-mentioned charge has not been registered under Part IV of the Act of 1963 before that commencement.
(4) For the purposes of the application of the section 412* rule modification to the issue of priority falling within subsection (3), references in section 412* to the date, or time, of receipt of the prescribed particulars shall, in relation to a charge to which the special transitional case applies, be read as references to the date, or time, of delivery to, or receipt by, the Registrar (under and in compliance with Part IV of the Act of 1963, as continued by section 419) of the matters that are required by that Part to be so delivered or received for the purposes of registering the charge thereunder.
(5) Non-compliance with the requirement in the second sentence of section 102(1) of the Act of 1963 shall be disregarded for the purposes of subsection (4).”.
Seanad amendment agreed to.
Seanad amendments Nos. 109 and 110 are related and will be discussed together.
Seanad amendment No. 109:
Section 438: In page 398, line 36, after “(4)” to insert “or this subsection”.
Seanad amendment agreed to.
Seanad amendment No. 110:
Section 438: In page 398, line 38, to delete “that” and substitute “this”.
Seanad amendment agreed to.
Seanad amendments Nos. 111 to 113, inclusive, have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 111:
Section 449: In page 406, line 21, after “representing” to insert “at least”.
Seanad amendment agreed to.
Seanad amendment No. 112:
Section 451: In page 408, line 3, to delete “seems” and substitute “sees”.
Seanad amendment agreed to.
Seanad amendment No. 113:
Section 455: In page 411, line 2, after “out” to insert “in”.
Seanad amendment agreed to.
Seanad amendments Nos. 114 and 121 are cognate and will be discussed together.
Seanad amendment No. 114:
Section 471: In page 426, line 3, to delete “Subject to subsection
(6), subsection
(1)” and substitute “Subsection (1)”.
Seanad amendment agreed to.
Seanad amendment No. 115 and 122 are related and will be discussed together.
Seanad amendment No. 115:
Section 471: In page 426, to delete lines 13 and 14.
Seanad amendment agreed to.
Seanad amendments Nos. 116 and 117 have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 116:
Section 476: In page 428, line 35, to delete “is” and substitute “are”.
Seanad amendment agreed to.
Seanad amendment No. 117:
Section 480: In page 430, line 21, after “of” where it thirdly occurs to insert “the”.
Seanad amendment agreed to.
Seanad amendments Nos. 118 to 120, inclusive; 125 to 127, inclusive; and 226 to 231, inclusive, form a composite proposal and will be discussed together.
Seanad amendment No. 118:
Section 480: In page 431, between lines 34 and 35, to insert the following:
“(4) The following provisions have effect for the purposes of subsection (3)—
(a) “instrument” in that subsection includes—
(i) a lease, conveyance, transfer, charge or any other instrument relating to real property (including chattels real); and
(ii) an instrument relating to personalty;
(b) paragraph (f)(ii) of that subsection applies in the case of references to the transferor company and its successors and assigns as it applies in the case of references to the transferor company personally;
(c) paragraph (g) of that subsection applies in the case of rights, obligations and liabilities mentioned in that paragraph whether they are expressed in the contract, agreement or instrument concerned to be personal to the transferor company or to benefit or bind (as appropriate) the transferor company and its successors and assigns.”.
Seanad amendment agreed to.
Seanad amendment No. 119:
Section 480: In page 431, line 35, to delete “The” and substitute “Without prejudice to subsections (5) and (6), the”.
Seanad amendment agreed to.
Seanad amendment No. 120:
Section 480: In page 431, between lines 38 and 39, to insert the following:
“(5) There shall be entered by the keeper of any register in the State—
(a) upon production of a certified copy of the order under subsection (2); and
(b) without the necessity of there being produced any other document (and, accordingly, any provision requiring such production shall, if it would otherwise apply, not apply),
the name of the successor company in place of any transferor company in respect of the information, act, ownership or other matter in that register and any document kept in that register.
(6) Without prejudice to the generality of subsection (5)*, the Property Registration Authority, as respects any deed (within the meaning of section 32 of the Registration of Deeds and Title Act 2006) registered by that Authority or produced for registration by it, shall, upon production of the document referred to in subsection (5)(a)* but without the necessity of there being produced that which is referred to in subsection (5)(b)*, enter the name of the successor company in place of any transferor company in respect of such deed.
(7) Without prejudice to the application of subsection (5)* to any other type of register in the State, each of the following shall be deemed to be a register in the State for the purposes of that subsection:
(a) the register of members of a company referred to in section 169;
(b) the register of holders of debentures of a public limited company kept pursuant to section 1121;
(c) the register kept by a public limited company for the purposes of sections 1050 to 1055;
(d) the register of charges kept by the Registrar pursuant to section 414;
(e) the Land Registry;
(f) any register of shipping kept under the Mercantile Marine Act 1955.”.
Seanad amendment agreed to.
Seanad amendment No. 121 has already been discussed with Seanad amendment No. 114.
Seanad amendment No. 121:
Section 495: In page 443, line 10, to delete “Subject to subsection
(6), subsection
(1)” and substitute “Subsection (1)”.
Seanad amendment agreed to.
Seanad amendment No. 122 has already been discussed with Seanad amendment No. 115.
Seanad amendment No. 122:
Section 495: In page 443, to delete lines 16 and 17.
Seanad amendment agreed to.
Seanad amendments Nos. 123 and 124 have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 123:
Section 499: In page 445, line 18, to delete “is” and substitute “are”.
Seanad amendment agreed to.
Seanad amendment No. 124:
Section 499: In page 445, line 22, to delete “subsection (2)” and substitute “subsection (1)”.
Seanad amendment agreed to.
Seanad amendments Nos. 125 to 127, inclusive, have already been discussed with Seanad amendment No. 118.
Seanad amendment No. 125:
Section 503: In page 449, between lines 2 and 3, to insert the following:
“(5) The following provisions have effect for the purposes of subsection (4)—
(a) “instrument” in that subsection includes—
(i) a lease, conveyance, transfer or charge or any other instrument relating to real property (including chattels real); and
(ii) an instrument relating to personalty;
(b) paragraph (f)(ii) of that subsection applies in the case of references to the transferor company and its successors and assigns as it applies in the case of references to the transferor company personally;
(c) paragraph (g) of that subsection applies in the case of rights, obligations and liabilities mentioned in that paragraph whether they are expressed in the contract, agreement or instrument concerned to be personal to the transferor company or to benefit or bind (as appropriate) the transferor company and its successors and assigns.”.
Seanad amendment agreed to.
Seanad amendment No. 126:
Section 503: In page 449, line 3, to delete “Such” and substitute “Without prejudice to subsections (6) and (7), such”.
Seanad amendment agreed to.
Seanad amendment No. 127:
Section 503: In page 449, between lines 6 and 7, to insert the following:
“(6) There shall be entered by the keeper of any register in the State—
(a) upon production of a certified copy of the order under subsection (2); and
(b) without the necessity of there being produced any other document (and, accordingly, any provision requiring such production shall, if it would otherwise apply, not apply),
the name of the relevant successor company (or, as appropriate, the names of the relevant successor companies) in place of the transferor company in respect of the information, act, ownership or other matter in that register and any document kept in that register.
(7) Without prejudice to the generality of subsection (6), the Property Registration Authority, as respects any deed (within the meaning of section 32 of the Registration of Deeds and Title Act 2006) registered by that Authority or produced for registration by it, shall, upon production of the document referred to in subsection (6)(a) but without the necessity of there being produced that which is referred to in subsection (6)(b), enter the name of the relevant successor company (or, as appropriate, the names of the relevant successor companies) in place of the transferor company in respect of such deed.
(8) Without prejudice to the application of subsection (6) to any other type of register in the State, each of the following shall be deemed to be a register in the State for the purposes of that subsection:
(a) the register of members of a company referred to in section 169;
(b) the register of holders of debentures of a public limited company kept pursuant to section 1121;
(c) the register kept by a public limited company for the purposes of sections 1050 to 1055;
(d) the register of charges kept by the Registrar pursuant to section 414;
(e) the Land Registry;
(f) any register of shipping kept under the Mercantile Marine Act 1955.”.
Seanad amendment agreed to.
Seanad amendments Nos. 128 to 132, inclusive, have already been discussed with Seanad amendment No. 12.
Seanad amendment No. 128:
Section 509: In page 452, to delete line 20 and substitute the following:
“(c) the circumstances set out in section 570(a), (b) or (c) are applicable to the company.”.
Seanad amendment agreed to.
Seanad amendment No. 129:
Section 526: In page 465, line 30, after “him” to insert “or her”.
Seanad amendment agreed to.
Seanad amendment No. 130:
Section 569: In page 490, line 14, after “to” to insert “in”.
Seanad amendment agreed to.
Seanad amendment No. 131:
Section 570: In page 490, line 21, to delete “Part” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 132:
Section 580: In page 493, line 32, to delete “the” where it firstly occurs.
Seanad amendment agreed to.
Seanad amendments Nos. 133 and 134 are related and will be discussed together.
Seanad amendment No. 133:
Section 580: In page 494, to delete lines 27 to 32 and substitute the following:
“(6) The provisions of this section shall be read and shall operate so that a members’ voluntary winding up under this section may be carried on at a time falling before compliance with the requirement of subsection (5) that a copy of the declaration there referred to be delivered to the Registrar; however – should a failure to comply with that requirement occur – that failure then invalidates the carrying on of that activity, but this is without prejudice to the power of validation conferred on the court by subsection (7).
(7) On application to it by any interested party, the court may, in any case where there has been a failure to comply with subsection (5), declare that the carrying on of the members’ voluntary winding up shall be valid for all purposes if the court is satisfied that it would be just and equitable to do so.”.
Seanad amendment agreed to.
Seanad amendment No. 134:
Section 586: In page 497, after line 37, to insert the following:
“(4) Where a company has passed a resolution for it to be wound up as a creditors’ voluntary winding up, it shall, within 14 days after the date of the passing of the resolution, give notice of the resolution by advertisement in Iris Oifigiúil.
(5) If default is made in complying with subsection (4), the company concerned and any officer of it who is in default shall be guilty of a category 3 offence.
(6) For the purposes of subsection (5), the liquidator of the company shall be deemed to be an officer of the company.”.
Seanad amendment agreed to.
Seanad amendment No. 135:
Section 587: In page 498, line 37, after “be” to insert “the”.
Seanad amendment agreed to.
Seanad amendment No. 136:
Section 595: In page 504, line 4, after “is” to insert “in”.
Seanad amendment agreed to.
Seanad amendment No. 137:
Section 623: In page 528, to delete lines 3 to 39 and substitute the following:
“Unclaimed dividends and balances to be paid into a particular account
623. (1) Where a company has been wound up, and is about to be dissolved, the liquidator shall, in such manner as may be prescribed, lodge to such account as is prescribed by the Minister the whole unclaimed dividends admissible to proof and unapplied or undistributable balances.
(2) An application to the court by a person claiming to be entitled to any dividend or payment out of a lodgment made in pursuance of subsection (1), and any payment out of such lodgment in satisfaction of such claim, shall be made in the prescribed manner.
(3) At the expiration of 7 years after the date of any lodgment made in pursuance of subsection (1), the amount of the lodgment remaining unclaimed shall be paid into the Exchequer, but where the court is satisfied that any person claiming is entitled to any dividend or payment out of the moneys paid into the Exchequer, it may order that that dividend or payment be made and the Minister for Finance shall issue such sum as may be necessary to provide for that payment.
(4) Where moneys invested or deposited at interest by a liquidator form part of the amount required to be lodged, pursuant to subsection (1), to the account referred to in that subsection, the liquidator shall realise the investment or withdraw the deposit and shall pay the proceeds into that account.”.
Seanad amendment agreed to.
Seanad amendment No. 138:
Section 633: In page 537, to delete lines 9 to 18 and substitute the following:
“(I) having been—
(A) employed in relevant work by a person who at the relevant time fell (or, if this section had been in operation at that time, who would have fallen) within paragraph 1, 2 or 3; or
(B) engaged on his or her own account in relevant work;
or
(II) having practised in an EEA state (not being the State) as a liquidator;
(ii) the person is, in the opinion of the Supervisory Authority, after consultation with the Director, a fit and proper person to act as a liquidator; and
(iii) the person does not fall within paragraph 1, 2, 3 or 4.”.
Seanad amendment agreed to.
Seanad amendment No. 139:
Section 644: In page 544, line 35, to delete “seal” and substitute “(which seal”.
Seanad amendment agreed to.
Seanad amendment No. 140:
Section 687: In page 569, line 22, after “as” to insert “the”.
Seanad amendment agreed to.
Seanad amendment No. 141:
Section 737: In page 592, line 31, to delete “The” and substitute “Subject to subsection (3), the”.
Seanad amendment agreed to.
Seanad amendment No. 142:
Section 737: In page 592, to delete lines 34 to 36.
Seanad amendment agreed to.
Seanad amendment No. 143:
Section 737: In page 593, between lines 4 and 5, to insert the following:
“(3) If the ground, or one of the grounds, on which the company had been struck off the register is that referred to in section 726(b), subsection (2) shall have effect as if the following paragraph were inserted after paragraph (a) of that subsection:
“(aa) the Registrar has received written confirmation from the Revenue Commissioners that they have no objection to the company being restored to the register under this section;”.”.
Seanad amendment agreed to.
Seanad amendment No. 144:
Section 739: In page 594, line 3, to delete “Minister for Finance” and substitute “Minister for Public Expenditure and Reform”.
Seanad amendment agreed to.
Seanad amendment No. 145:
Section 739: In page 594, line 9, to delete “Minister of Finance” and substitute “Minister for Public Expenditure and Reform”.
Seanad amendment agreed to.
Seanad amendment No. 146:
Section 747: In page 598, lines 18 to 20, to delete all words from and including “at” in line 18 down to and including “350” in line 20 and substitute the following:
“in respect of the latest financial year of the company that has ended prior to the date of the making of the application under this section, fell to be treated as a small or medium company by virtue of section 350”.
Seanad amendment agreed to.
Seanad amendment No. 147:
Section 747: In page 598, between lines 24 and 25, to insert the following:
“(7) For the purpose of paragraph (b) of subsection (6), if the latest financial year of the company concerned ended within 3 months prior to the date of the making of the application concerned, the reference in that paragraph to the latest financial year of the company shall be read as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so read if that preceding financial year ended no more than 15 months prior to the date of the making of the application concerned).”.
Seanad amendment agreed to.
Seanad amendment No. 148:
Section 748: In page 600, to delete lines 6 to 8 and substitute the following:
“(b) in the case of a company that, in respect of the latest financial year of the company that has ended prior to the date of the making of the application under this section, fell to be treated as a small or medium company by virtue of section 350, the Circuit Court,”.
Seanad amendment agreed to.
Seanad amendment No. 149:
Section 748: In page 600, between lines 12 and 13, to insert the following:
“(6) For the purpose of paragraph (b) of subsection (5), if the latest financial year of the company concerned ended within 3 months prior to the date of the making of the application concerned, the reference in that paragraph to the latest financial year of the company shall be read as a reference to the financial year of the company that preceded its latest financial year (but that reference shall only be so read if that preceding financial year ended no more than 15 months prior to the date of the making of the application concerned).”.
Seanad amendment agreed to.
Seanad amendment No. 150:
Section 750: In page 601, to delete lines 7 to 9 and substitute the following:
“subsection (1), if in respect of the latest financial year of the body corporate there referred to that has ended prior to the date of the making of the application for the approval, that body fell to be treated (or, if it were a company, would have fallen to be treated) as a small or medium company by virtue of section 350, and subsection (7) of section 747 applies for the purposes of this subsection as it applies for purposes of subsection (6)(b) of that section.”.
Seanad amendment agreed to.
Seanad amendment No. 151:
Section 759: In page 604, lines 35 and 36, to delete “and on payment of the prescribed fee”.
Seanad amendment agreed to.
Seanad amendment No. 152:
Section 786: In page 618, line 33, to delete “subsection (3)” and substitute “subsection (3),”.
Seanad amendment agreed to.
Seanad amendment No. 153:
Section 791: In page 627, between lines 28 and 29, to insert the following:
“(e) for the purpose of the performance by a commission established under the Commissions of Investigation Act 2004 of any of its functions;”.
Seanad amendment agreed to.
Seanad amendment No. 154:
Section 815: In page 643, line 20, to delete “subsection (2)” and substitute “subsection (1)”.
Seanad amendment agreed to.
Seanad amendment No. 155:
Section 838: In page 656, line 13, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 156:
Section 838: In page 656, line 15, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 157:
Section 849: In page 663, line 16, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 158:
Section 849: In page 663, line 18, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 159:
Section 851: In page 666, line 20, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 160:
Section 851: In page 666, line 22, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 161:
Section 855: In page 671, line 5, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 162:
Section 855: In page 671, line 6, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 163:
Section 865: In page 674, line 27, to delete “section 343(10)” and substitute “section 343(11)”.
Seanad amendment agreed to.
Seanad amendment No. 164:
Section 866: In page 675, line 13, to delete “section 343(10)” and substitute “section 343(11)”.
Seanad amendment agreed to.
Seanad amendment No. 165:
Section 873: In page 678, lines 19 and 20, to delete “an offence under this Act that is subject to summary prosecution” and substitute “a category 3 or 4 offence”.
Seanad amendment agreed to.
Seanad amendment No. 166:
Section 874: In page 679, line 27, after “Act” to insert “(being a default that constitutes a category 3 or 4 offence)”.
Seanad amendment agreed to.
Seanad amendment No. 167:
Section 876: In page 681, line 26, to delete “offence” where it firstly occurs.
Seanad amendment agreed to.
Seanad amendment No. 168:
Section 891: In page 692, lines 10 and 11, to delete “and disclosed within 21 days after the date of receipt of the complete documentation regarding those changes” and substitute the following:
“and that such entering is done (normal circumstances prevailing) within 21 days after the date of receipt of the complete documentation regarding those changes”.
Seanad amendment agreed to.
Seanad amendment No. 169:
Section 891: In page 692, to delete lines 12 to 15 and substitute the following:
“(6) The Registrar shall make available, as soon as practicable, through the system of interconnection of registers, information on—
(a) the opening and termination of winding up or insolvency proceedings of a company on the register;
(b) the opening and termination of a receivership applicable to a company on the register; and
(c) the striking-off of a company from the register.”.
Seanad amendment agreed to.
Seanad amendment No. 170:
Section 891: In page 692, between lines 15 and 16, to insert the following:
“(7) The Registrar shall ensure that the following particulars relating to a company on the register are available, free of charge, through the system of interconnection of registers—
(a) its name and legal form;
(b) the address of its registered office, including the fact that it is registered in the State; and
(c) its registration number on the register.”.
Seanad amendment agreed to.
Seanad amendment No. 171:
Section 891: In page 692, between lines 15 and 16, to insert the following:
“(8) The Registrar shall ensure that information is made available explaining the provisions of this Act according to which a third party can rely on the information and particulars referred to in subsection (4).”.
Seanad amendment agreed to.
Seanad amendment No. 172:
Section 897: In page 694, line 15, to delete “an such” and substitute “such an”.
Seanad amendment agreed to.
Seanad amendment No. 173:
Section 905: In page 699, to delete lines 34 to 38.
Seanad amendment agreed to.
Seanad amendment No. 174:
Section 915: In page 705, line 28, to delete “sections 933 and 937” and substitute “section 933”.
Seanad amendment agreed to.
Seanad amendment No. 175:
Section 917: In page 706, line 27, after “shares” to insert “or designated activity company”.
Seanad amendment agreed to.
Seanad amendment No. 176:
Section 917: In page 707, line 1, after “shares” to insert “or designated activity company”.
Seanad amendment agreed to.
Seanad amendment No. 177:
Section 917: In page 707, between lines 14 and 15, to insert the following:
“(3) For the purpose of determining whether a holding undertaking and all its subsidiary undertakings meet the criteria in paragraph (b), in the operation of taking, as appropriate -
(a) the amounts of their turnover as a whole, or
(b) their balance sheet totals as a whole, there shall be eliminated inter-group sales or inter-group balances, as the case may be.”.
Seanad amendment agreed to.
Seanad amendment No. 178:
Section 919: In page 709, line 18, after “section 917,” to insert “and”.
Seanad amendment agreed to.
Seanad amendment No. 179:
Section 919: In page 709, to delete lines 20 and 21 and substitute “934(7).”.
Seanad amendment agreed to.
Seanad amendment No. 180:
Section 937: In page 722, to delete lines 23 to 38, to delete pages 723 and 724 and in page 725, to delete lines 1 to 10.
Seanad amendment agreed to.
Seanad amendment No. 181:
Section 938: In page 725, to delete lines 11 to 40 and in page 726, to delete lines 1 and 2.
Seanad amendment agreed to.
Seanad amendment No. 182:
Section 939: In page 726, line 5, to delete “938” and substitute “936”.
Seanad amendment agreed to.
Seanad amendment No. 183:
Section 942: In page 727, to delete lines 12 to 36 and in page 728, to delete lines 1 to 28 and substitute the
following:
“Confidentiality of information
942. (1) A person shall not disclose information that—
(a) comes into the possession of the Supervisory Authority by virtue of the performance by it of any of its functions under this Act; and
(b) has not otherwise come to the notice of members of the public.
(2) Subsection (1) shall not apply to—
(a) person specified in subsection (3) or a director of the Authority in the performance by the Authority, or him or her, of any of its or his or her functions under this Act or any other enactment, being a communication the making of which was, in the Authority’s or his or her opinion, appropriate for the performance of the function concerned; or
(b) the disclosure of information in a report of the Supervisory Authority or for the purpose of any legal proceedings, investigation, enquiry or review under this Act or any other enactment or pursuant to an order of a court of competent jurisdiction for the purposes of any proceedings in that court; or
(c) a disclosure made where such disclosure is required by, or in accordance with, law; or
(d) a disclosure of information which, in the opinion of the Supervisory Authority, a member of its staff, any person specified in subsection (3) or a director of the Authority, may relate to the commission of an offence; or
(e) a disclosure to a person prescribed by regulations made by the Supervisory Authority as a person to whom a disclosure, or a specified class of disclosure, may lawfully be made.
(3) The persons mentioned in subsection (2)(a) and (d) are any agent of the Supervisory Authority or professional or other adviser to it.
(4) A person who contravenes subsection (1) shall be guilty of a category 2 offence.”.
What is the change in this amendment from what was agreed on Committee Stage in the Dáil in regard to the restriction on the disclosure of information?
The purpose of this amendment is to make provision for the supervisory authority in regard to the confidentiality of information it obtains in the exercise of its functions. It also identifies information obtained, pursuant to this Bill, that may be disclosed to State bodies and statutory authorities, such as the Minister for Finance, the Garda Síochána, etc. A breach of confidentiality of information committed by a person associated with the supervisory authority, such as staff, advisers, etc., is deemed to be a category two offence.
Since this Bill was first devised, how does that fit with the whistleblower legislation and the Protected Disclosures Act?
The purpose of this amendment is to introduce greater clarity in regard to the confidentiality of information. As the Bill stands, the operation of the section is problematic as it could lead to the restriction of the release of all information regardless of whether such information is confidential or not.
Seanad amendment agreed to.
Seanad amendment No. 184:
Section 943: In page 729, to delete lines 13 and 14.
Seanad amendment agreed to.
Seanad amendment No. 185:
Section 943: In page 729, line 16, to delete “or (5)”.
Seanad amendment agreed to.
Seanad amendment No. 186:
Section 944: In page 730, lines 10 to 13, to delete all words from and including “body;” in line 10, down to and including “section 938(5)(a)).” in line 13 and substitute “body.”.
Seanad amendment agreed to.
Seanad amendment No. 187:
Section 945: In page 731, to delete lines 11 to 14.
Seanad amendment agreed to.
Seanad amendment No. 188:
Section 945: In page 731, to delete lines 15 and 16.
Seanad amendment agreed to.
Seanad amendment No. 189:
Section 945: In page 731, line 17, to delete “all or any of sections 225, 917 and 937” and substitute “sections 225 and 917 (or either of those sections)”.
Seanad amendment agreed to.
Seanad amendment No. 190:
Section 945: In page 731, line 19, to delete “1997)” and substitute “1997”.
Seanad amendment agreed to.
Seanad amendment No. 191:
Section 945: In page 731, line 24, after “provisions” to insert “or that provision”.
Seanad amendment agreed to.
On a point of order, I do not disagree with any of the amendments, although I do not know if I can speak for Deputy Tóibín. I understand that under Standing Orders, the Minister is entitled to propose a motion that all the amendments are taken together. I am thinking of the Leas-Cheann Comhairle's voice. I cannot speak for Deputy Tóibín but the amendments are primarily technical and they have been well discussed in the Seanad and on Committee Stage. I might be wrong about Standing Orders and I bow to greater knowledge.
The note states the amendments must be moved by the Chair.
Seanad amendment agreed to.
Seanad amendment agreed to.
Seanad amendment No. 192:
Section 945: In page 731, line 40, to delete “, (g)”.
Seanad amendment agreed to.
Seanad amendment No. 193:
Section 946: In page 732, line 11, to delete “(g),”.
Seanad amendment agreed to.
Seanad amendment No. 194:
Section 948: In page 733, line 5, to delete “947(3)” and substitute “947(2)”.
Seanad amendment agreed to.
Seanad amendment No. 195:
Section 966: In page 741, line 22, to delete “section 10” and substitute “section 10(1)”.
Seanad amendment agreed to.
Seanad amendment No. 196:
Section 966: In page 741, line 23, to delete “Unless” and substitute the following:
“(1) Unless”.
Seanad amendment agreed to.
Seanad amendment No. 197:
Section 966: In page 742, to delete lines 19 to 22.
Seanad amendment agreed to.
Seanad amendment No. 198:
Section 969: In page 744, between lines 14 and 15, to insert the following:
“(d) that the liability of its members is limited,”.
Seanad amendment agreed to.
Seanad amendment No. 199:
Section 969: In page 745, between lines 4 and 5, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 200:
Section 974: In page 748, to delete lines 32 to 35.
Seanad amendment agreed to.
Seanad amendment No. 201:
Section 985: In page 756, line 38, after “sections 212,” to insert “453,”.
Seanad amendment agreed to.
Seanad amendment No. 202:
Section 988: In page 757, between lines 12 and 13, to insert the following:
“(2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to a DAC.”.
Seanad amendment agreed to.
Seanad amendment No. 203:
Section 991: In page 757, to delete lines 25 to 27 and substitute the following:
“DAC, with 2 or more members, may not dispense with holding of a.g.m.
991. Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to a DAC if it has more than one member.”.
Seanad amendment agreed to.
Seanad amendment No. 204:
Section 992: In page 757, line 30, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 205:
Section 993: In page 758, line 1, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 206:
Section 996: In page 758, between lines 15 and 16, to insert the following:
“
Modification of definition of “IAS Regulation” in the case of DACs
996.Section 1117 (modification of definition of “IAS Regulation”) shall apply in the case of a DAC as it applies in the case of PLC.”.
Seanad amendment agreed to.
Seanad amendment No. 207:
Section 996: In page 758, between lines 22 and 23, to insert the following:
“(2) Section 350(11)(b) shall apply to a DAC as if the words “(in so far as applicable to a private company limited by shares)” were omitted.”.
Seanad amendment agreed to.
Seanad amendment No. 208:
Section 996: In page 758, lines 25 and 26, to delete “as referred to section
358(1) or (2)” and substitute “as referred to in section 358 or 359”.
Seanad amendment agreed to.
Seanad amendment No. 209:
Section 1004: In page 763, line 28, to delete “section 10” and substitute “section 10(1)”.
Seanad amendment agreed to.
Seanad amendment No. 210:
Section 1004: In page 763, line 29, to delete “Unless” and substitute the following:
“(1)Unless”.
Seanad amendment agreed to.
Seanad amendment No. 211:
Section 1004: In page 765, to delete line 24 and substitute the following:
|
Mergers and divisions of companies
|
Chapters 3 and 4 of Part 9 "
|
Seanad amendment agreed to.
Seanad amendment No. 212:
Section 1008: In page 766, to delete line 25 and substitute the following:
“(c) it objects,
(d) that the liability of its members is limited, and”.
Seanad amendment agreed to.
Seanad amendment No. 213:
Section 1008: In page 767, between lines 3 and 4, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 214:
Section 1019: In page 773, between lines 15 and 16, to insert the following:
"(3) Where a company has such an official seal as is mentioned in subsection (1), then section 99(1) shall apply to the company as if after “common seal of the company” there were inserted “or the seal kept by the company by virtue of section 1019”.”.
Seanad amendment agreed to.
Seanad amendment No. 215:
Section 1036: In page 791, line 19, after “person” where it secondly occurs to insert the following:
“, but, in a case falling within subparagraph (ii), compliance with this paragraph may be waived in writing by such members and the relevant person”.
Seanad amendment agreed to.
Seanad amendment No. 216:
Section 1085: In page 824, line 11, to delete “(7)” and substitute “(8)".
Seanad amendment agreed to.
Seanad amendment No. 217:
Section 1085: In page 825, between lines 7 and 8, to insert the following:
" (8) The reference in the definition of “properly prepared” in section 121(7) to financial statements includes a reference to interim or initial financial statements referred to in subsection (5) or (6) and, for the purpose of that definition as it relates to either such type of statement, section 290 and section 291 or 292 as appropriate, and, where applicable, Schedule 3 shall be deemed to have effect in relation to interim and initial financial statements with such modifications as are necessary by reason of the fact that the financial statements are prepared otherwise than in respect of a financial year.”.
Seanad amendment agreed to.
Seanad amendment No. 218:
Section 1090: In page 827, between lines 19 and 20, to insert the following:
“(2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to a PLC.”.
Seanad amendment agreed to.
Seanad amendment No. 219:
Section 1091:In page 827, to delete lines 20 to 22 and substitute the following:
“PLC, with 2 or more members, may not dispense with holding of a.g.m.
1091. Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to a PLC if it has more than one member.”.
Seanad amendment agreed to.
Seanad amendment No. 220:
Section 1095: In page 828, line 33, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 221:
Section 1110: In page 835, to delete lines 31 to 33.
Seanad amendment agreed to.
Seanad amendment No. 222:
Section 1110: In page 835, line 34, to delete “A member” and substitute “Without prejudice to the member’s general entitlements in that regard under section 183(7), a member”.
Seanad amendment agreed to.
Seanad amendment No. 223:
Section 1114: In page 837, to delete lines 25 and 26 and substitute the following:
“secretary has the skills or resources necessary to discharge his or her statutory and other duties and”.
Seanad amendment agreed to.
Seanad amendment No. 224:
Section 1115: In page 838, between lines 4 and 5, to insert the following:
“Voting by director in respect of certain matters: prohibition and exceptions thereto
1115. Save to the extent that the PLC’s constitution provides otherwise, a director of a PLC shall not vote in respect of any contract or arrangement in which the director is interested, and if the director does so vote, the director’s vote shall not be counted, nor shall he or she be counted in the quorum present at the meeting, but neither of those prohibitions shall apply to:
(a) any arrangement for giving any director any security or indemnity in respect of money lent by the director to or obligations undertaken by the director for the benefit of the PLC; or
(b) any arrangement for the giving by the PLC of any security to a third party in respect of a debt or obligation of the PLC for which the director himself or herself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of security; or
(c) any contract by the director to subscribe for or underwrite shares or debentures of the PLC; or
(d) any contract or arrangement with any other company in which the director is interested only as an officer of such other company or as a holder of shares or other securities in such other company,
and the operation of those prohibitions may at any time be suspended or limited to any extent and either generally or in respect of any particular contract, arrangement or transaction by the PLC in general meeting.”.
Seanad amendment agreed to.
Seanad amendment No. 225:
Section 1117: In page 838, between lines 16 and 17, to insert the following:
“
Modification of definition of “IAS Regulation” in the case of PLCs
1117. The definition of “IAS Regulation” in section 274(1) shall apply in the case of PLC as if “and a reference to Article 4 of that Regulation is, where the financial statements concerned are entity financial statements or the company concerned is not a traded company (within the meaning of section 1368), a reference to Article 5 of that Regulation” were substituted for “and a reference to Article 4 of that Regulation is, in the case of a private company limited by shares, a reference to Article 5 of that Regulation”.”.
Seanad amendment agreed to.
Seanad amendment No. 226:
Section 1144: In page 860, between lines 13 and 14, to insert the following:
“(4) The following provisions have effect for the purposes of subsection (3)—
(a)“instrument” in that subsection includes—
(i) a lease, conveyance, transfer or charge or any other instrument relating to real property (including chattels real); and
(ii) instrument relating to personalty;
(b) paragraph (f)(ii) of that subsection applies in the case of references to the transferor company and its successors and assigns as it applies in the case of references to the transferor company personally;
(c)paragraph (g) of that subsection applies in the case of rights, obligations and liabilities mentioned in that paragraph whether they are expressed in the contract, agreement or instrument concerned to be personal to the transferor company or to benefit or bind (as appropriate) the transferor company and its successors and assigns.”.
Seanad amendment agreed to.
Seanad amendment No. 227:
Section 1144: In page 860, line 14, to delete “The” and substitute “Without prejudice to subsections (5) and (6) the”.
Seanad amendment agreed to.
Seanad amendment No. 228:
Section 1144: In page 860, between lines 17 and 18, to insert the following:
“(5) There shall be entered by the keeper of any register in the State—
(a) upon production of a certified copy of the order under subsection (2); and
(b) without the necessity of there being produced any other document (and, accordingly, any provision requiring such production shall, if it would otherwise apply, not apply),
the name of the successor company in place of any transferor company in respect of the information, act, ownership or other matter in that register and any document kept in that register.
(6) Without prejudice to the generality of subsection (5)*, the Property Registration Authority, as respects any deed (within the meaning of section 32 of the Registration of Deeds and Title Act 2006) registered by that Authority or produced for registration by it, shall, upon production of the document referred to in subsection (5)(a)* but without the necessity of there being produced that which is referred to in subsection (5)(b)*, enter the name of the successor company in place of any transferor company in respect of such deed.
(7) Without prejudice to the application of subsection (5) to any other type of register in the State, each of the following shall be deemed to be a register in the State for the purposes of that subsection:
(a) the register of members of a company referred to in section 169;
(b) the register of holders of debentures of a public limited company kept pursuant to section 1121;
(c) the register kept by a public limited company for the purposes of sections 1050 to 1055;
(d) the register of charges kept by the Registrar pursuant to section 414;
(e) the Land Registry;
(f) any register of shipping kept under the Mercantile Marine Act 1955.”.
Seanad amendment agreed to.
Seanad amendment No. 229:
Section 1166: In page 879, between lines 21 and 22, to insert the following:
“(5) The following provisions have effect for the purposes of subsection (4)—
(a)“instrument” in that subsection includes—
(i) a lease, conveyance, transfer or charge or any other instrument relating to real property (including chattels real); and
(ii) an instrument relating to personalty;
(b) paragraph (f)(ii) of that subsection applies in the case of references to the transferor company and its successors and assigns as it applies in the case of references to the transferor company personally;
(c) paragraph (g) of that subsection applies in the case of rights, obligations and liabilities mentioned in that paragraph whether they are expressed in the contract, agreement or instrument concerned to be personal to the transferor company or to benefit or bind (as appropriate) the transferor company and its successors and assigns.”.
Seanad amendment agreed to.
Seanad amendment No. 230:
Section 1166: In page 879, line 22, to delete “Such” and substitute “Without prejudice to subsections (6) and (7), such”.
Seanad amendment agreed to.
Seanad amendment No. 231:
Section 1166: In page 879, between lines 25 and 26, to insert the following:
“(6) There shall be entered by the keeper of any register in the State—
(a) upon production of a certified copy of the order under subsection (2); and
(b) without the necessity of there being produced any other document (and, accordingly, any provision requiring such production shall, if it would otherwise apply, not apply),
the name of the relevant successor company (or, as appropriate, the names of the relevant successor companies) in place of the transferor company in respect of the information, act, ownership or other matter in that register and any document kept in that register.
(7) Without prejudice to the generality of subsection (6), the Property Registration Authority, as respects any deed (within the meaning of section 32 of the Registration of Deeds and Title Act 2006) registered by that Authority or produced for registration by it, shall, upon production of the document referred to in subsection (6)(a) but without the necessity of there being produced that which is referred to in subsection (6)(b), enter the name of the relevant successor company (or, as appropriate, the names of the relevant successor companies) in place of the transferor company in respect of such deed.
(8) Without prejudice to the application of subsection (6) to any other type of register in the State, each of the following shall be deemed to be a register in the State for the purposes of that subsection:
(a) the register of members of a company referred to in section 169;
(b) the register of holders of debentures of a public limited company kept pursuant to section 1121;
(c) the register kept by a public limited company for the purposes of sections 1050 to 1055;
(d) the register of charges kept by the Registrar pursuant to section 414;
(e) the Land Registry;
(f) any register of shipping kept under the Mercantile Marine Act 1955.”.
Seanad amendment agreed to.
Seanad amendment No. 232:
Section 1173: In page 882, line 18, to delete “section 10” and substitute “section 10(1)”.
Seanad amendment agreed to.
Seanad amendment No. 233:
Section 1173: In page 882, line 19, to delete “Unless” and substitute the following:
“(1) Unless”.
Seanad amendment agreed to.
Seanad amendment No. 234:
Section 1174: In page 884, line 14, after “Part 9,” to insert “or”.
Seanad amendment agreed to.
Seanad amendment No. 235:
Section 1176: In page 884, between lines 29 and 30, to insert the following:
“(d) that the liability of its members is limited, and”.
Seanad amendment agreed to.
Seanad amendment No. 236:
Section 1176: In page 885, between lines 13 and 14, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 237:
Section 1194: In page 896, between lines 4 and 5, to insert the following:
“(2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to a CLG.”.
Seanad amendment agreed to.
Seanad amendment No. 238:
Section 1202: In page 898, to delete lines 25 to 27 and substitute the following:
“CLG, with 2 or more members, may not dispense with holding of a.g.m.
1202.Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to a CLG if it has more than one member.”.
Seanad amendment agreed to.
Seanad amendment No. 239:
Section 1208: In page 899, line 30, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 240:
Section 1213: In page 900, between lines 28 and 29, to insert the following:
“Modification of definition of “IAS Regulation” in the case of CLGs
1213.Section 1117 (modification of definition of “IAS Regulation”) shall apply in the case of a CLG as it applies in the case of PLC.”.
Seanad amendment No. 241:
Section 1217: In page 901, between lines 27 and 28, to insert the following:
“(2) Section 350(11)(b) shall apply to a CLG as if the words “(in so far as applicable to a private company limited by shares)” were omitted.”.
Seanad amendment agreed to.
Seanad amendment No. 242:
Section 1217: In page 901, lines 30 and 31, to delete “as referred to section 358(1) or (2)” and substitute “as referred to in section 358 or 359".
Seanad amendment agreed to.
Seanad amendment No. 243:
Section 1227: In page 906, line 19, after “to” to insert “that section and”.
Seanad amendment agreed to.
Seanad amendment No. 244:
Section 1229: In page 906, line 31, to delete “section 10” and substitute “section 10(1)".
Seanad amendment agreed to.
Seanad amendment No. 245:
Section 1229: In page 906, line 32, to delete “Unless” and substitute the following:
"(1) Unless”.
Seanad amendment agreed to.
Seanad amendment No. 246:
Section 1232: In page 911, after line 34, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 247:
Section 1233: In page 912, between lines 20 and 21, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting a matter referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 248:
Section 1236: In page 915, between lines 5 and 6, to insert the following:
“(5) If special circumstances exist which render it, in the opinion of the Minister, expedient that such an exemption should be granted, the Minister may, subject to such conditions as he or she may think fit to impose and specifies in the exemption, grant, in writing, an exemption from the obligation imposed by subsection (1).”.
Seanad amendment agreed to.
Seanad amendment No. 249:
Section 1236: In page 915, line 6, after “is” to insert “also”.
Seanad amendment agreed to.
Seanad amendment No. 250:
Section 1242: In page 918, line 13, to delete “Section 1020” and substitute “Section 1019”.
Seanad amendment agreed to.
Seanad amendment No. 251:
Section 1245: In page 919, line 18, after “by” to insert “(subject to section 1236(5))”.
Seanad amendment agreed to.
Seanad amendment No. 252:
Section 1246: In page 920, line 16, after “shall” to insert “, subject to section 1236(5)".
Seanad amendment agreed to.
Seanad amendment No. 253:
Section 1252: In page 922, between lines 1 and 2, to insert the following:
“Application of section 94 to ULCs and PUCs
1252.Section 94 shall apply to an ULC and a PUC as if the following subsection were substituted for subsection (2):
“(2) The instrument of transfer of any share shall be executed by or on behalf of the transferor and the transferee.”.”.
Seanad amendment agreed to.
Seanad amendment No. 254:
Section 1255: In page 922, between lines 16 and 17, to insert the following:
“(2) Nothing in Parts 1 to 14 that makes provision in the case of a company having a sole director shall apply to an unlimited company.”.
Seanad amendment agreed to.
Seanad amendment No. 255:
Section 1260: In page 924, to delete lines 3 to 5 and substitute the following:
“Unlimited company, with 2 or more members, may not dispense with holding of a.g.m.
1260. Section 175(3) and (4) (which relate to dispensing with the holding of an annual general meeting) shall not apply to an unlimited company if it has more than one member.”.
Seanad amendment agreed to.
Seanad amendment No. 256:
Section 1261: In page 924, line 8, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Seanad amendment agreed to.
Seanad amendment No. 257:
Section 1265: In page 924, between lines 27 and 28, to insert the following:
“Modification of definition of “IAS Regulation” in the case of PUCs and PULCs
1265. Section 1117 (modification of definition of “IAS Regulation”) shall apply in the case of a PUC and a PULC as it applies in the case of PLC.”.
Seanad amendment agreed to.
Seanad amendment No. 258:
Section 1269: In page 925, lines 16 and 17, to delete “as referred to in section 358(1) or (2)” and substitute “as referred to in section 358 or 359”.
Seanad amendment agreed to.
Seanad amendment No. 259:
Section 1284: In page 933, line 20, after “after” to insert “the”.
Seanad amendment agreed to.
Seanad amendment No. 260:
Section 1297: In page 944, to delete line 36.
Seanad amendment agreed to.
Seanad amendment No. 261:
Section 1297: In page 945, between lines 1 and 2, to insert the following:
“ “2009 Directive” means Directive 2009/101/EC of 16 September 2009;”.
Seanad amendment agreed to.
Seanad amendment No. 262:
Section 1298: In page 947, line 9, to delete “and” and substitute “or”.
Seanad amendment agreed to.
Seanad amendment No. 263:
Section 1299: In page 949, line 30, to delete “Article 2(1)(h), (j) and (k) of the 1968 Directive” and substitute “Article 2(h), (j) and (k) of the 2009 Directive”.
Seanad amendment agreed to.
Seanad amendment No. 264:
Section 1299: In page 950, lines 16 and 17, to delete “has been struck off” and substitute “has been wound up, dissolved or otherwise removed from”.
Seanad amendment agreed to.
Seanad amendment No. 265:
Section 1299: In page 950, lines 17 to 22, to delete all words from and including “without” in line 17 down to and including “office” in line 22 and substitute the following:
“as soon as practicable, enter in the register, in respect of each branch recorded in the register, the fact that the company has been so removed from the first-mentioned register save that this subsection shall not apply in any case in which the company has been so removed as a result of any change in the legal form of the company, a merger or division, or a cross border transfer of its registered office”.
Seanad amendment agreed to.
Seanad amendment No. 266:
Section 1304: In page 954, line 28, to delete “the registration of company” and substitute “registration of the company”.
Seanad amendment agreed to.
Seanad amendment No. 267:
Section 1305: In page 954, after line 38, to insert the following:
“Notice of delivery to be published in CRO Gazette
1305. The Registrar shall publish in the CRO Gazette, within 21 days after the date of such delivery, notice of the delivery to the Registrar under this Chapter of any document.”.
Seanad amendment agreed to.
Seanad amendment No. 268:
Section 1308: In page 957, line 29, to delete “constitution” where it firstly occurs and substitute “constituting”.
Seanad amendment agreed to.
Seanad amendment No. 269:
Section 1311: In page 958, line 32, after “of” to insert “this”.
Seanad amendment agreed to.
Seanad amendment No. 270:
Section 1311: In page 959, between lines 6 and 7, to insert the following:
“(4) Notwithstanding anything in paragraph (a) of that subsection, subsection (1) applies to, amongst other bodies corporate, a society registered under the Industrial and Provident Societies Acts 1893 to 2014.”.
Seanad amendment agreed to.
Seanad amendment No. 271:
Section 1344: In page 977, line 23, to delete “€2,500,000” and substitute “€5,000,000”.
Seanad amendment agreed to.
Seanad amendment No. 272:
Section 1366: In page 991, line 34, to delete “not to do,” and substitute “not to do”.
Seanad amendment agreed to.
Seanad amendment No. 273:
Section 1369: In page 994, line 6, to delete “director’s report” and substitute “directors’ report”.
Seanad amendment agreed to.
Seanad amendment No. 274:
Section 1372: In page 996, lines 8 and 9, to delete “as referred to section 358(1) or (2)” and substitute “as referred to in section 358 or 359”.
Seanad amendment agreed to.
Seanad amendment No. 275:
Section 1374: In page 996, between lines 25 and 26, to insert the following:
“DAC or CLG that is a traded company may not file abridged financial statements
1374. Sections 350 to 356 shall not apply to a designated activity company or a company limited by guarantee that is a traded company.”.
Seanad amendment agreed to.
Seanad amendment No. 276:
Section 1382: In page 1001, line 36, to delete “section 10” and substitute “section 10(1)”.
Seanad amendment agreed to.
Seanad amendment No. 277:
Section 1382: In page 1001, line 37, to delete “Unless” and substitute the following:
“(1) Unless”.
Seanad amendment agreed to.
Seanad amendment No. 278:
Section 1382: In page 1002, between lines 30 and 31, to insert the following:
“
|
Directors’ compliance statement and related statement
|
Section 225 ".
|
Seanad amendment agreed to.
Seanad amendment No. 279:
Section 1387: In page 1005, between lines 27 and 28, to insert the following:
“(d) that the liability of its members is limited; and”.
Seanad amendment agreed to.
Seanad amendment No. 280:
Section 1387: In page 1006, between lines 10 and 11, to insert the following:
“(4) Where, subsequent to the registration of the constitution, an amendment of the memorandum of association is made affecting the matter of share capital, or another matter, referred to in subsection (2), that subsection shall be read as requiring the memorandum to state the matter as it stands in consequence of that amendment.”.
Seanad amendment agreed to.
Seanad amendment No. 281:
Section 1390: In page 1008, to delete lines 32 to 38.
Seanad amendment agreed to.
Seanad amendment No. 282:
Section 1390: In page 1008, line 39, to delete “subsection (1), (8) or (9)” and substitute “subsection (1) or (8)”.
Seanad amendment agreed to.
Seanad amendment No. 283:
Section 1395: In page 1010, to delete lines 34 to 37 and in page 1011, to delete lines 1 to 39 and substitute the following:
“Statutory financial statements
1395. (1) To the extent that the use of any alternative body of accounting standards does not contravene any provision of Part 6 (as that Part applies to investment companies)—
(a) a true and fair view of the assets and liabilities, financial position and profit or loss of an investment company may be given by the use by the investment company of those standards in the preparation of its Companies Act entity financial statements, and
(b) a true and fair view of the assets and liabilities, financial position and profit or loss of an investment company and its subsidiary undertakings as a whole may be given by the use by the investment company of those standards in the preparation of its Companies Act group financial statements.
(2) In this section—
“alternative body of accounting standards” means standards that accounts of companies or undertakings must comply with that are laid down by such body or bodies having authority to lay down standards of that kind in—
(a) United States of America;
(b) Canada;
(c) Japan; or
(d) any other prescribed state or territory;
as may be prescribed;
“relevant financial statements” means Companies Act entity financial statements or Companies Act group financial statements.
(3) Before making regulations for the purposes of subsection (2), the Minister—
(a) shall consult with the Central Bank and the Supervisory Authority, and
(b) may consult with any other persons whom the Minister considers should be consulted.
(4) Regulations made under section 3(3) of the Act of 1990 prescribing, for the purposes of the definition of “alternative body of accounting standards” in section 260A(4) of the Act of 1990, bodies having authority to lay down standards of the kind referred to in that definition, and which regulations are in force immediately before the commencement of this section, shall continue in force as if they were regulations made under section 12 for the purposes of subsection (2) and may be amended or revoked accordingly.”.
Seanad amendment agreed to.
Seanad amendment No. 284:
Section 1410: In page 1023, line 6, to delete “to pay its debts as” and substitute the following:
“, at the time of the application, to pay its debts (being the debts identified for the purposes of subsection (2)(b)) as”.
Seanad amendment agreed to.
Seanad amendment No. 285:
Section 1428: In page 1029, line 7, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 286:
Section 1428: In page 1029, line 9, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 287:
Section 1433: In page 1030, between lines 24 and 25, to insert the following:
“Audit by Comptroller and Auditor General of companies not trading for gain
1433. (1) This section shall apply to a company which is not trading for the acquisition of gain by its members.
(2) The expression “statutory auditor” and the expression “audit of the statutory financial statements” shall, for the purposes of this Act, be deemed to include, respectively, the Comptroller and Auditor General and audit of the statutory financial statements by the Comptroller and Auditor General in any case in which he or she is appointed, under any enactment, auditor of a company to which this section applies.
(3) Chapters 18, 20 and 21 of Part 6 shall not apply to the Comptroller and Auditor General in a case falling within subsection (2) nor to the audit of statutory financial statements by him or her in such a case.”.
Seanad amendment agreed to.
Seanad amendment No. 288:
Section 1435: In page 1031, line 15, to delete “1978” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 289:
Section 1435: In page 1031, line 16, to delete “1977” and substitute “2014”.
Seanad amendment agreed to.
Seanad amendment No. 290:
Section 1435: In page 1031, line 21, after “body” to insert “of accountants”.
Seanad amendment agreed to.
Seanad amendment No. 291:
Section 1435: In page 1031, between lines 21 and 22, to insert the following:
“(3) In addition to the requirement of subsection (2), none of the following persons shall be qualified for appointment as a public auditor of a society registered under the Industrial and Provident Societies Acts 1893 to 2014—
(a) an officer or servant of the society,
(b) a person who has been an officer or servant of the society within a period in respect of which accounts would fall to be audited by the person if he or she were appointed auditor of the society,
(c) a parent, spouse, civil partner, brother, sister or child of an officer of the society,
(d) a person who is a partner of or in the employment of an officer of the society,
(e) a person who is disqualified under this subsection for appointment as a public auditor of any other society that is a subsidiary or holding company of the society or a subsidiary of the society’s holding company,
(f) a person who is disqualified under Regulation 71 of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 for appointment as statutory auditor of a company that is a subsidiary or holding company of the society,
(g) a body corporate.
(4) In addition to the requirement of subsection (2), none of the following persons shall be qualified for appointment as a public auditor of a friendly society—
(a) an officer or servant of the friendly society,
(b) a person who has been an officer or servant of the friendly society within a period in respect of which accounts would fall to be audited by the person if he or she were appointed auditor of the friendly society,
(c) a parent, spouse, civil partner, brother, sister or child of an officer of the friendly society,
(d) a person who is a partner of or in the employment of an officer of the friendly society,
(e) a body corporate.
(5) A person shall not act as a public auditor at a time when he is or she is disqualified under subsection (3) or (4) as the case may be, for appointment to that office.
(6) If, during the person’s term of office as public auditor, a person becomes disqualified under this section for appointment to that office, the person shall thereupon vacate his or her office and give notice in writing to the society or friendly society, as the case may be, that he or she has vacated his or her office by reason of such disqualification.”.
Seanad amendment agreed to.
Seanad amendment No. 292:
Section 1435: In page 1031, to delete line 26 and substitute the following:
“(4) A person who contravenes subsection (2), (5) or (6) shall be guilty of a category 2 offence.
(5) This section shall not apply to the Comptroller and Auditor General.
(6) References in this section to an officer or servant do not include references to a public auditor.”.
Seanad amendment agreed to.
Seanad amendment No. 293:
Section 1436: In page 1031, between lines 26 and 27, to insert the following:
“Certain captive insurers and re-insurers: exemption from requirement to have audit committee
1436. Regulation 91(9) of the European Communities (Statutory Audits) (Directive 2006/43/EC) Regulations 2010 (S.I. No. 220 of 2010) is amended by inserting after subparagraph (d) the following:
“(da) a captive insurance undertaking or captive re-insurance undertaking (in each case within the meaning of Article 13 of Directive 2009/138/EC) which satisfies the following conditions—
(i) it is not owned by a credit institution within the meaning of Article 1(1) of Directive 2000/12/EC or by a group of such institutions, and
(ii) it has not issued transferable securities admitted to trading on a regulated market within the meaning of point 14 of Article 4(1) of Directive 2004/39/EC, or”.”.
Seanad amendment agreed to.
Seanad amendment No. 294:
Section 1436: In page 1031, between lines 26 and 27, to insert the following:
“Assurance company holding shares in its holding company
1437. In the case of—
(a) a designated activity company,
(b) a public limited company, or
(c) an unlimited company,
that is an assurance company within the meaning of section 62 of the Insurance Act 1989, neither section 113 nor section 114, other than subsection (2)(b)(i), shall apply to shares subscribed for, purchased or held by it in its holding company pursuant to that section 62.”.
Seanad amendment agreed to.
Seanad amendment No. 295:
Section 1436: In page 1031, between lines 26 and 27, to insert the following:
“Realised profits of assurance companies
1438. (1) In the case of—
(a) a designated activity company,
(b) a public limited company, or
(c) a company limited by guarantee,
carrying on life assurance business, or industrial assurance business or both, any amount properly transferred to the profit and loss account of the company from a surplus in the fund or funds maintained by it in respect of that business and any deficit in that fund or those funds shall be respectively treated for the purposes of Chapter 7 of Part 3 as a realised profit and a realised loss, and, subject to the foregoing, any profit or loss arising on the fund or funds maintained by it in respect of that business shall be left out of account for those purposes.
(2) In subsection (1)—
(a) the reference to a surplus in any fund or funds of a company is a reference to an excess of the assets representing that fund or those funds over the liabilities of the company attributable to its life assurance or industrial assurance business, as shown by an actuarial investigation, and
(b) the reference to a deficit in any such fund or funds is a reference to the excess of those liabilities over those assets, as so shown.
(3) In this section—
“actuarial investigation” means an investigation to which section 5 of the Assurance Companies Act 1909 applies or provision in respect of which is made by regulations under section 3 of the European Communities Act 1972;
“life assurance business” and “industrial assurance business” have the same meaning they have as in section 3 of the Insurance Act 1936.”.
Seanad amendment agreed to.
Seanad amendment No. 296:
Section 1436: In page 1031, between lines 26 and 27, to insert the following:
“Amendment of section 30 of Multi-Unit Developments Act 2011
1439. Section 30 of the Multi-Unit Developments Act 2011 is amended, in subsection (1), by inserting “or, as the case may be, the Companies Registration Office Gazette” after “Iris Oifigiúil”.”.
Seanad amendment agreed to.
..Seanad amendment No. 297:
Section 1436: In page 1031, between lines 26 and 27, to insert the following:
“Provision as to names of companies formed pursuant to statute
1440. (1) This section applies to a company that—
(a) had been incorporated under a former enactment relating to companies (within the meaning of section 5) pursuant to, or in compliance with a requirement of, any statute; and
(b) by virtue of that statute was not required to include the word “limited” or “teoranta” in its name (or, as the case may be, the words “public limited company” or “cuideachta phoiblí theoranta” in its name).
(2) A company to which this section applies, notwithstanding its continuance in existence by a particular Part of this Act, shall not be subject to the requirement in that Part that its name end with a particular set of words.
(3) A company to which this section applies, notwithstanding its re-registration pursuant to Chapter 6 of Part 2 as a designated activity company, shall not be subject to the requirement in Part 16 that its name end with a particular set of words.”.
Seanad amendment agreed to.
Seanad amendment No. 298:
New Section: In page 1031, after line 30, to insert the following:
“Provision in respect of certain discretion afforded by Commission Decision 2011/30/EU
1437. (1) In this section—
“2010 Audits Regulations” means the European Communities (Statutory Audits)(Directive 2006/43/EC) Regulations 2010 (S.I. No. 220 of 2010);
"third-country audit entity” has the same meaning as in Regulation 3 of the 2010 Audits Regulations;
“third-country auditor” has the same meaning as in Regulation 3 of the 2010 Audits Regulations.
(2) The Minister may by regulations provide that Chapter 3 of Part 8 of the 2010 Audits Regulations shall apply to third-country auditors and third-country audit entities that carry out audits of the annual or group accounts of a company falling within Regulation 113(2) of the 2010 Audits Regulations and incorporated in a country listed in Annex II to Commission Decision 2011/30/EU of 19 January 2011 (as amended by Commission Decision 2013/288/EU of 13 June 2013), including that Annex as it stands—
(a) amended from time to time, or
(b) replaced by another Annex (or an equivalent provision listing third countries for the purpose of the discretion of the kind afforded to Member States by Article 2(4) of Commission Decision 2011/30/EU of 19 January 2011).”.
Seanad amendment agreed to.
Seanad amendment No. 299:
Schedule 2: In page 1033, to delete lines 30 and 31 and substitute the following:
“P1033:L30 No. 46 of 2013
Companies (Miscellaneous Provisions) Act 2013 Sections 2 to 8 ”.
Seanad amendment agreed to.
Seanad amendment No. 300:
Schedule 4: In page 1072, line 17, to delete “Subject to paragraph 6, subparagraph (1)” and substitute “Subparagraph (1)”.
Seanad amendment No. 301:
Schedule 4: In page 1072, line 18, to delete “paragraph” and substitute “subparagraph”.
Seanad amendment agreed to.
Seanad amendment No. 302:
Schedule 4: In page 1076, line 19, after “holding” to insert “undertaking”.
Seanad amendment agreed to.
Seanad amendment No. 303:
Schedule 5: In page 1078, to delete lines 20 and 21 and substitute the following:
“of the European Communities (Credit Institutions) (Consolidated Supervision) Regulations 2009 (S.I. No. 475 of 2009).”.
Seanad amendment agreed to.
Seanad amendment No. 304:
Schedule 5: In page 1078, to delete lines 37 to 39 and substitute the following:
“14. A company that has close links (within the meaning of the European Union (Capital Requirements) Regulations 2014 (S.I. No. 158 of 2014) with an authorised investment firm referred to in paragraph 1 or a company referred to in paragraph 5.”.
The text on amendment No. 304 contains a small editing error. The "paragraph 1" and "paragraph 5" in its last line ought to be in italics to clarify that the paragraphs refer to schedule 5 and not to something in the statutory instrument.
Seanad amendment agreed to.
Seanad amendment No. 305:
Schedule 6: In page 1080, line 35, to delete “section 1395(6)” and substitute “section 1395(4)”.
Seanad amendment agreed to.
Seanad amendment No. 306:
Schedule 6: In page 1085, line 3, after “Minister” to insert “may”.
Seanad amendment agreed to.
Seanad amendment No. 307:
Schedule 6: In page 1085, line 4, after “to” to insert “the Minister to”.
Seanad amendment agreed to.
Seanad amendment No. 308:
Schedule 6: In page 1085, between lines 17 and 18, to insert the following:
“Application of paragraph 12 to companies whose dissolution is declared void
13. Paragraph 12 shall, with any necessary modifications, apply to a company the dissolution of which is declared under section 708 to have been void as it applies to a company restored to the register under an enactment referred to in that paragraph (but subject to any order the court may make under section 708 in making such a declaration).”.
Seanad amendment agreed to.
Seanad amendment No. 309:
Schedule 14: In page 1100, to delete line 19.
Seanad amendment agreed to.
Seanad amendment No. 310:
Schedule 14: In page 1102, between lines 13 and 14, to insert the following:
“
Seanad amendment agreed to.
This is a very large Bill. A lot of work has gone into it since long before I took office. I suspect it will endure long after many of us are dead and buried. There is no doubt a huge amount of work has gone into it from the company law review group, its chairman Tom Courtney, many of its members, people within the Department and voluntary groups who have contributed to putting it together. The intention is to make an Act that will be easier for businesses to use and that will maintain the highest standards of probity in respect of company legislation, make it easier for people to understand their obligations and provide effective remedy where they do not respect those obligations. I sincerely thank the Deputies for their endurance and support for this Bill.
I endorse everything the Minister has said. There will probably be some comment on the fact that we moved through the amendments so quickly but that is due to the fact that we were given good access to the officials and to the expertise of the company law review group during the pre-legislative stage in committee. I thank all the members of the company law review group who have served since its inception. I thank all the Minister's predecessors going back to the former Tánaiste, Mary Harney, who initiated this legislation and the officials in the Department who have always been very helpful and willing to answer queries on it.
We should not leave such a gap in reviewing company legislation in future. Business and the manner of doing business is changing quickly, whether for the better is for another discussion. We cannot allow our company law to catch up with it. We need to be ahead of it. We raised during the course of the debate the protection of the term "accountant".
The Minister gave a commitment to review the matter and to do some consultation around it. Perhaps the Leas-Cheann Comhairle will allow him to update the House on the current position in that regard. This is a very important issue. The term "accountant" is open to abuse. The accountancy profession is essential to the implementation of this Bill. As long as there is a lacuna around the protection of this term, we will not get the full value from this Bill. Gabhaim buíochas le gach duine sa Roinn a bhí páirteach sa Bhille seo. We did this before. I hope we do not see this Bill or any more amendments to it for some time.
Aontaím go huile is go hiomlán leis an méid a bhí le rá ag an mbeirt urlabhraithe faoin ábhar seo. Ba mhaith liom buíochas a ghabháil le gach éinne sa Roinn Post, Fiontar agus Nuálaíochta mar gheall ar an obair iontach atá déanta acu. Mar is eol do gach duine, is Bille iontach mór agus deacair atá idir lámha againn anseo. Ba mhaith liom buíochas a ghabháil freisin leis an Company Law Review Group. Tá an-chuid oibre déanta acu le blianta anuas. Tá súil agam go gcabhróidh an reachtaíocht seo le gach éinne a ghlacann páirt i gcúrsaí gnó na tíre seo. Tá a fhios agam go bhfuil go leor rudaí sa Bhille seo, agus go mbeadh sé deacair dá bhrí sin aon rud a dhéanamh leis. Nuair a bhíonn ar lucht an Fhreasúra an oiread seo leasuithe a phlé, bíonn sé deacair orainn gach rud - proper surveillance, srl. - a dhéanamh i gceart. Tá a fhios agam go raibh sé deacair orainn déileáil leis na leasuithe nuair a tháinig cúpla Bille eile os ár gcomhair le trí nó ceithre mhí anuas. Tá súil agam go mbeidh an Roinn in ann iad a dhéanamh níos éasca, más féidir, as seo amach.
Would the Minister like to read the rest of the speaking note about textual amendments into the record?
I read it all at the beginning.
I do not think the Minister got to finish it because we interrupted him.
I thought he did not get to finish it.
Yes. I read it in its entirety.
We do not want it to take another 14 years.
Obviously, what is on the record is on the record. We have to get agreement on it. Is there agreement on what the Minister read out? Agreed.
The review that was mentioned will be undertaken early next year. Most of the resources were being used on this legislation. That will be done. The issue of the use of the term "accountant" will be considered. I appreciate what Deputy Tóibín said about the difficulties associated with this Bill. The advantage of having the Company Law Review Group, which is a balanced group across all sectors and interests, is that it allows the short-circuiting of the consideration by giving us a good balanced opinion and taking account of all views on the changes we are making. I do not think anyone in the political world could be familiar with all the detail involved here. It has been made easier by the work of those groups.
Seanad amendments reported.
A message will be sent to Seanad Éireann acquainting it accordingly.
Sitting suspended at 6.05 p.m. and resumed at 7.30 p.m.
