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Seanad Éireann debate -
Wednesday, 4 Dec 1963

Vol. 57 No. 3

Companies Bill, 1962: Report and Final Stages.

Question proposed: "That the Bill be received for final consideration".

This voluminous Bill has been dealt with by Special Committee.

Is it the intention of the Senator to review the Bill itself? If so, it might be better to do that on the Fifth Stage.

It is my intention to make a few general remarks.

It would be more in order on the Fifth Stage.

There is one point I want to make on one section of the Bill.

I think it would be better to leave that over to the Fifth Stage. There is no amendment before us now to enable you to raise the matter on this Stage.

Question put and agreed to.
Question proposed: "That the Bill do now pass".

As I said, this is a very bulky measure and it came before a Special Committee of the Dáil and was dealt with very fully there. I think that a lot of useful work has been done on this Bill by various Deputies on that Special Committee of the Dáil. The Minister co-operated very fully with the members of that Committee and accepted several amendments. It was not handled on a political basis. I think the Minister accepted various suggestions put forward by Deputy Sweetman from this side of the House and, of course, by other Deputies on the other side.

Therefore, when the Bill came before the Seanad it was a measure that had found general agreement and, unlike many other Bills, it was not put through the House by the Minister's majority without consideration for suggestions from members on the other side. It was to be expected then that there would not be a great lot of work to be done on the Bill in this House. Nevertheless, the Minister kindly accepted the suggestion that it should again be referred to a Special Committee of this House. That Committee sat on two occasions. Its report is now before us and has been accepted. Again, the Minister was in a very reasonable frame of mind when he attended before that Committee and I am glad to say that an amendment put down by myself was accepted in principle and I think that amendments put down by other Senators were also accepted.

When the Bill was before the Dáil the Minister introduced an amendment to exempt companies incorporated under Acts of the Oireachtas, particularly the Industrial Credit Company, from publishing certain particulars which other companies are obliged to publish. In face of opposition the Minister withdrew that amendment when the Bill was before the Dáil but he reintroduced it before the Committee of this House and again the Minister's amendment was opposed rather strenuously by certain members of the Committee. The Minister did go some way to meet the objections raised and not alone are companies incorporated under an Act of the Oireachtas exempt from publishing these particulars but any company whose objects are covered by the section are exempt if they hold a certificate from the Minister. I personally would have liked the Minister to go further and to have done away with the necessity of that certificate but he has not seen fit to do so. However, the amendment, as amended, is an improvement on its original form and I am obliged to the Minister for that.

The only other section in the Bill to which I would refer is Section 196 which requires all letters on which a company's name appears to state various particulars regarding its directors unless it was registered before the 26th November, 1916. We are dealing with the Companies Bill in conjunction with the Registration of Business Names Bill and Section 18 of the Registration of Business Names Bill requires similar particulars on all letters and the business name registered by a limited company unless it is covered by Section 196 of the Companies Bill. That means that companies which register a business name, if they were established after 1916, must publish the particulars on their letters but a company established before 1916 is exempt from publishing particulars on its own letters but must do so on the business names register.

There would not appear to be any reason for the differentiation and I think that most businesses would rather publish the names of directors, if they must, on the company's letters than on the business names register and I think the exemption for pre-1916 companies should be done away with. That would mean that all companies whenever registered would have to publish the names of their directors on their letter heading. As it is, what we might describe as some of the old English companies are exempt from this obligation while truly Irish companies and companies formed since 1916 are obliged to publish that information unless they get a certificate of exemption from the Minister. If the exemption were done away with it would make enforcement easier since every company would have to publish the names of its directors unless it had a certificate.

The way this highly technical piece of legislation was handled in both Houses is an example which could quite profitably be followed in many other cases.

I should like to join the previous speaker in a tribute to the manner in which the Bill was handled and also to the end product which is a most impressive volume of legislation. I discussed portion of it with some friends who were interested in it. They, too, were highly complimentary of the measure and, in fact, could find nothing to suggest apart from one item. I refer to Section 65.

Section 65 grants power to redeem preference shares issued before the 5th May, 1959. That was the first time that it became possible to issue redeemable preference shares. This provides that preference shares issued before 1959 can be redeemed subject to certain safeguards but at the end of those safeguards there is an additional one in relation to private companies only. All companies have to comply with safeguards, a,b,c,d,e and f but g applies solely to private companies. It says that in the case of private companies redemption must be sanctioned by the court. I should like to know if there is any good reason why a differentiation should be made. Why should this additional safeguard be required in the case of private companies and not in the case of other companies?

The point raised by Senator Fitzpatrick is practically new to me in that I did not have an opportunity of going into the pros and cons in the detail I should have liked. It is no use saying that it is a pity he did not raise it at the Committee or I would have had a better opportunity of dealing with it. Nevertheless, in the short time I have had to consider the point I am satisfied that to do what he suggests would create certain difficulties. The 1917 Act which governs the particulars of business names gave this exemption to companies in existence before the 23rd November, 1916. This section continues that exemption and certainly at this point—I know it is not possible to do it now—I would not like, without careful consideration, to undertake an amendment even if it were possible for us to do so within Standing Orders.

On the point raised by Senator Quinlan, Section 65 does give the power to redeem preference shares. The redeemable preference share is a comparatively new feature of company transactions. It has been found very useful, in this country certainly as far as the Industrial Credit Company is concerned. The provisions of the section apply to all companies except in the case of private companies where, as pointed out by the Senator, sanction must be obtained from the court. In the case of private companies it is known that they do not have to publish their accounts as public companies do. Therefore, shareholders in private companies, or the public, do not have access to the same knowledge as in the case of a public company so that the obligation to have the redemption of preference shares sanctioned by the court is to ensure that directors of private companies, if they want to redeem shares, will do so in a manner that will not be prejudicial to shareholders or people having an interest otherwise in the company. I think it is perfectly reasonable and it was suggested that it be done in this form by the recent Special Committee of the Dáil. This Bill has been remarkable for the extent to which the recommendations of the Special Committee of the Dáil and the Committee on Company Law Reform have been adopted and incorporated in the Bill. These Committees comprised people who were very erudite in company legislation and put forward many desirable changes in the law. This was one of them, as I said, and one that I would not like to upset without very close examination, even if it were possible, and even then I do not think it would be desirable to change the Bill or Section 65 in particular.

Question put and agreed to.