I am presenting to the House this afternoon the 13 amendments to the Companies (Amendment) Bill, 1982 as accepted. They are all of a technical nature. Amendments Nos. 1 to 6; Nos. 8 to 10 and 13 are absolutely identical, No. 7 is merely a printing correction and Nos. 11 and 12 deal with section 56 of the Bill and the definition of "Articles in the Principal Act". I will just briefly go over the amendments.
Amendments Nos. 2 to 6; Nos. 8 to 10 and No. 13 are ten identical amendments requested by the parliamentary draftsman. Section 5 (4) provided that a certificate of incorporation given under section 18 of the Principal Act in respect of a public limited company would be sufficient evidence until the contrary is shown of the company's status and its compliance with the requirements of the Companies Acts and that it had been duly registered. In including the provision, the parliamentary draftsman was departing from the long-standing position in the Principal Act and indeed in earlier companies legislation, that the certificate of incorporation is conclusive evidence of the matters mentioned therein, for example, section 19 of the Principal Act.
Following expressions of concern by legal and other professional interests that the drafting of section 5 (4) had the effect that the certificates of incorporation would in future beprima facie evidence only and would leave the very existence, status and validity of any company open to challenge, the parliamentary draftsman was requested to reconsider the issues. He concluded that it was appropriate and necessary in the interest of certainty to provide that the certificate of incorporation referred to in section 5 (4) shall be conclusive evidence of the matters mentioned in that subsection.
The effect of this amendment therefore, is that all who deal with a company will know that they are dealing with a legal entity whose actual existence or status can never be challenged. The same issues arise in the case of certificates of incorporation, issued under sections 9 (9), 11 (3) (b), 14 (5), 18 (6), 43 (11), 52 (5), 53 (5) and paragraph 20 (b) of the First Schedule and in cases of certificates issued under section 6 (6). Identical amendments were adopted in the Dáil to cover each of these nine other cases.