Companies Bill 2012: Committee Stage (Resumed)

I welcome the Minister for Jobs, Enterprise and Innovation to the House. So far we have dealt with 686 sections.

SECTION 687
Government amendment No. 115:
In page 569, line 22, after “as” to insert “the”.
Amendment agreed to.
Section 687, as amended, agreed to.
Sections 688 to 736, inclusive, agreed to.
SECTION 737
Government amendment No. 116:
In page 592, line 34, to delete “of” and substitute “for”.
Amendment agreed to.
Question proposed: "That section 737, as amended, be agreed to."

I am considering introducing an amendment to this section on Report Stage. The purpose of the amendment is to change the reference from the Minister for Finance to the Minister for Public Expenditure and Reform and to reflect the reality that functions under the State Property Act 1954 transferred in July 2001 to the Minister for Public Expenditure and Reform under the Ministers and Secretaries Act.

Question put and agreed to.
Section 738 agreed to.
SECTION 739
Government amendment No. 117:
In page 594, line 9, to delete “of” and substitute “for”.
Amendment agreed to.
Section 739, as amended, agreed to.
Sections 740 to 746, inclusive, agreed to.
SECTION 747

Amendments Nos. 118 and 119 are related and may be discussed together. Is that agreed? Agreed.

Government amendment No. 118:
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”.

The purpose of these amendments is to make provision for the reduction of audit exemption criteria. It is a technical amendment which is required to complement the changes introduced by the Companies Bill 2013.

Amendment agreed to.
Government amendment No. 119:
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).”.
Amendment agreed to.
Section 747, as amended, agreed to.
Sections 748 to 758, inclusive, agreed to.
SECTION 759
Government amendment No. 120:
In page 604, lines 35 and 36, to delete “and on payment of the prescribed fee ”.

The purpose of this amendment is to remove the requirement for a person to pay a fee for a copy of an inspector's report to the court. A person should not have to pay a prescribed fee for a document that is deemed necessary for them to possess.

Amendment agreed to.
Section 759, as amended, agreed to.
Sections 760 to 785, inclusive, agreed to.
SECTION 786
Government amendment No. 121:
In page 618, line 33, to delete “subsection (3)” and substitute “subsection (3),”.
Amendment agreed to.
Section 786, as amended, agreed to.
Sections 787 to 790, inclusive, agreed to.
SECTION 791
Government amendment No. 122:
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;”.

The purpose of this amendment is to update the Bill to include a reference to the Commissions of Investigation Act 2004. This section provides that any information, book or document relating to a company that has been obtained under certain sections of the Bill may be published or disclosed without the consent of the company if, in the opinion of the Director of Corporate Enforcement, publication or disclosure is required under specific circumstances.

Amendment agreed to.
Section 791, as amended, agreed to.
Sections 792 to 814, inclusive, agreed to.
SECTION 815
Government amendment No. 123:
In page 643, line 20, to delete “subsection (2)” and substitute “subsection (1)”.

This amendment is typographical in nature and involves the updating of a cross reference that is incorrect in the Bill.

Amendment agreed to.
Section 815, as amended, agreed to.
Sections 816 to 864, inclusive, agreed to.
SECTION 865

Amendment No. 124 is a Government amendment. Amendments Nos. 124 and 125 are cognate and may be discussed together by agreement.

Government amendment No. 124:
In page 674, line 27, to delete “section 343(10)” and substitute “section 343(11)”.

This amendment is typographical in nature and involves the updating of the cross-references without a substantive impact on the Bill.

Amendment agreed to.
Section 865, as amended, agreed to.
SECTION 866
Government amendment No. 125:
In page 675, line 13, to delete “section 343(10)” and substitute “section 343(11)”.
Amendment agreed to.
Section 866, as amended, agreed to.
Sections 867 to 871, inclusive, agreed to.
SECTION 872
Question proposed: "That section 872 stand part of the Bill."

I am considering introducing an amendment to sections 872 and 873 on Report Stage. The purpose of these amendments is to clarify the position on fixed penalty notices. I am advised that the Office of Public Works believes there is a need to further refine and clarify the language of this section.

Subject to the Minister's intentions on Report Stage, is it agreed that section 872 stand part of the Bill?

Question put and agreed to.
Sections 873 to 875, inclusive, agreed to.
SECTION 876
Government amendment No. 126:
In page 681, line 26, to delete “offence” where it firstly occurs.
Amendment agreed to.
Section 876, as amended, agreed to.
Sections 877 and 878 agreed to.
NEW SECTION

Amendment No. 127, which proposes a new section, is in the name of Senator Quinn.

On behalf of Senator Quinn I wish to withdraw the amendment and resubmit it for Report Stage.

Senator Quinn will have the liberty to resubmit the amendment.

Amendment No. 127 not moved.
Section 879 agreed to.
Amendment No. 128 not moved.
Sections 880 to 886, inclusive, agreed to.
SECTION 887
Question proposed: "That section 887 stand part of the Bill."

I am considering introducing amendments relating to Part 15 on Report Stage. The purpose of these amendments is to ensure that the supervisory authority, the IAASA, has the appropriate powers in regard to the qualification of liquidators as set out in section 633. Furthermore, I am considering introducing an amendment arising from a European Commission recommendation relating to third country auditors.

Subject to the Minister's intentions for Report Stage, is it agreed that section 887 stand part of the Bill?

Question put and agreed to.
Sections 888 to 890, inclusive, agreed to.
SECTION 891

Amendment No. 129 is a Government amendment. Amendments Nos. 129 to 131, inclusive, are related and may be discussed together by agreement.

Government amendment No. 129:
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”.

The purpose of the amendment is to transpose the necessary elements of Article 3 of Directive 212-17 of the European Union. The directive imposes an obligation on member states to link their companies' registers electronically with one another.

Amendment agreed to.
Government amendment No. 130:
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.”.
Amendment agreed to.
Government amendment No. 131:
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.”.
Amendment agreed to.
Section 891, as amended, agreed to.
Sections 892 to 896, inclusive, agreed to.
SECTION 897
Government amendment No. 132:
In page 694, line 15, to delete “an such” and substitute “such an”.
Amendment agreed to.
Section 897, as amended, agreed to.
Sections 898 to 904, inclusive, agreed to.
SECTION 905
Question proposed: "That section 905 stand part of the Bill."

I am considering introducing amendments to section 905 on Report Stage. These amendments relate to the deletion of certain existing but uncommenced functions from the supervisory authority's remit.

Subject to the Minister's intentions on Report Stage is it agreed that section 905 stand part of the Bill?

Question put and agreed to.
Sections 906 to 941, inclusive, agreed to.
NEW SECTION

Amendment No. 133 is a Government amendment proposing a new section. Acceptance of this amendment involves the deletion of section 942 of the Bill.

Government amendment No. 133:
In page 727, between lines 11 and 12, to insert 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; or
(b) comes into the possession of the Supervisory Authority in the course of a meeting of the Authority held in private at which he or she is present.
(2) Subsection (1) shall not apply to—
(a) a communication made by a member of the Supervisory Authority, a member of its staff or a director of it in the performance by him or her of any of the Authority’s or his or her functions under this Act or any other enactment, being a communication the making of which was necessary 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) the disclosure by a member of the Supervisory Authority, a member of its staff or a director of it to any member of the Garda Síochána of information which, in the opinion of the first-mentioned member, member of staff or, as the case may be, director, may relate to the commission of an offence.
(3) A person who contravenes subsection (1) shall be guilty of a category 2 offence.”.

The purpose of this amendment is to introduce greater clarity with regard to 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.

Amendment agreed to.
Section 942 deleted.
Sections 943 to 968, inclusive, agreed to.
SECTION 969
Government amendment No. 134:
In page 744, between lines 14 and 15, to insert the following:
“(d) that the liability of its members is limited,”.
Amendment agreed to.
Government amendment No. 135:
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.”.
Amendment agreed to.
Section 969, as amended, agreed to.
Sections 970 to 973, inclusive, agreed to.
Section 974 deleted.
Sections 975 to 984, inclusive, agreed to.
SECTION 985
Government amendment No. 136:
In page 756, line 38, after “sections 212,” to insert “453,”.

This amendment is typographical in nature and involves the insertion of a cross-reference. It does not have a substantive impact on the Bill.

Amendment agreed to.
Section 985, as amended, agreed to.
Sections 986 and 987 agreed to.
SECTION 988

Amendment No. 137 is a Government amendment. Amendments Nos. 137, 147, 154 and 162 are related and may be discussed together by agreement.

Government amendment No. 137:
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.”.

The purpose of this amendment is to include a clear definition for a sole director of a company or for a company with a sole director. The aim is to ensure that if, for example, an unforeseen eventuality results in a company having just one director, that company will be entitled to be considered a sole director company.

Amendment agreed to.
Section 988, as amended, agreed to.
Sections 989 and 990 agreed to.
SECTION 991
Question proposed: "That section 991 stand part of the Bill."

I am considering an amendment to this section on Report Stage to clarify that a single member of a DAC may dispense with the holding of an AGM in accordance with existing law. This will correct an unintended omission from the existing law.

Question put and agreed to.
SECTION 992
Government amendment No. 138:
In page 757, line 30, to delete "Part or in Parts 1 to 3 or 5 to 14" and substitute "Act".
Amendment agreed to.
Section 992, as amended, agreed to.
SECTION 993
Government amendment No. 139:
In page 758, line 1, to delete "Part or in Parts 1 to 3 or 5 to 14" and substitute "Act".
Amendment agreed to.
Section 993, as amended, agreed to.
Sections 994 and 995 agreed to.
NEW SECTION

Amendments Nos. 140, 150, 156 and 164 are related and will be discussed together.

Government amendment No. 140:
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.”.

The purpose of these amendments is to provide for the modification of the definition of “International Accounting Standards, IAS, regulation” in the case of designated activity companies, PLCs, CLGs, PUCs and PULCs.

Amendment agreed to.
SECTION 996

Amendments Nos. 141 and 157 are related and will be discussed together.

Government Amendment No. 141:
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.”.

The purpose of these amendments is to correct an omission in the Bill as initiated. The amendments clarify, in accordance with European law, that a designated activity company or a company limited by guarantee cannot avail of the audit exemption if it falls within any provision of Schedule 5, namely, that it is a company that is an authorised market operator.

Amendment agreed to.
Section 996, as amended, agreed to.
Sections 997 to 1004, inclusive, agreed to.
SECTION 1005
Question proposed: "That section 1005 stand part of the Bill."

I am considering introducing an amendment on Report Stage to provide for the inclusion of a provision to reflect section 55 of the Companies Amendment Act 1983. This section concerns the requirement to publish certain matters in the CRO gazette. This was an unintended omission from the Bill as published. I am also considering introducing amendments on Report Stage to further refine the previous amendments in respect of bearer shares.

Question put and agreed to.
Sections 1006 and 1007 agreed to.
SECTION 1008
Government amendment No. 142:
In page 766, to delete line 25 and substitute the following:
“(c) its objects,
(d) that the liability of its members is limited, and”.
Amendment agreed to.
Government amendment No. 143:
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.”.
Amendment agreed to.
Section 1008, as amended, agreed to.
Sections 1009 to 1018, inclusive, agreed to.
SECTION 1019
Government amendment No. 144:
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”.”.
Amendment agreed to.
Section 1019, as amended, agreed to.
Sections 1020 to 1035, inclusive, agreed to.
SECTION 1036
Government amendment No. 145:
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”.

The purpose of this amendment is to allow the members to decide unanimously to waive the requirement for 21 days notice of the resolution and report.

Amendment agreed to.
Section 1036, as amended, agreed to.
Sections 1037 to 1072, inclusive, agreed to.
SECTION 1073
Government amendment No. 146:
In page 817, between lines 20 and 21, to insert the following:
“(a) an acquisition by a PLC of its own shares shall not be made otherwise than in respect of those of them that are fully paid;”.

The purpose of this amendment is to provide an express reference that an acquisition by a PLC of its own shares shall not be made, otherwise than in respect of those of them that are fully paid. This is in line with EU law and Directive 2012/30/EU.

Amendment agreed to.
Section 1073, as amended, agreed to.
Sections 1074 to 1089, inclusive, agreed to.
SECTION 1090
Government amendment No. 147:
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.”.
Amendment agreed to.
Section 1090, as amended, agreed to.
Sections 1091 to 1094, inclusive, agreed to.
SECTION 1095
Government amendment No. 148:
In page 828, line 33, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Amendment agreed to.
Section 1095, as amended, agreed to.
Sections 1096 to 1113, inclusive, agreed to.
SECTION 1114
Government amendment No. 149:
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”.
Amendment agreed to.
Section 1114, as amended, agreed to.
Sections 1115 and 1116 agreed to.
NEW SECTION
Government amendment No. 150:
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”.”.
Amendment agreed to.
Sections 1117 to 1173, inclusive, agreed to.
SECTION 1174
Government amendment No. 151:
In page 884, line 14, after “Part 9,” to insert “or”.

This is to amend a typographical error. It does not have a substantive impact on the Bill.

Amendment agreed to.
Section 1174, as amended, agreed to.
Section 1175 agreed to.
SECTION 1176
Government amendment No. 152:
In page 884, between lines 29 and 30, to insert the following:
“(d) that the liability of its members is limited, and”.
Amendment agreed to.
Government amendment No. 153:
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.”.
Amendment agreed to.
Section 1176, as amended, agreed to.
Sections 1177 to 1193, inclusive, agreed to.
SECTION 1194
Government amendment No. 154:
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.”.
Amendment agreed to.
Section 1194, as amended, agreed to.
Sections 1195 to 1207, inclusive, agreed to.
SECTION 1208
Government amendment No. 155:
In page 899, line 30, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Amendment agreed to.
Section 1208, as amended, agreed to.
Sections 1209 to 1212, inclusive, agreed to.
NEW SECTION
Government amendment No. 156:
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.”.
Amendment agreed to.
Sections 1213 to 1216, inclusive, agreed to.
SECTION 1217
Government amendment No. 157:
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.”.
Amendment agreed to.
Government amendment No. 158:
In page 901, line 30, after “to” to insert “in”.
Amendment agreed to.
Section 1217, as amended, agreed to.
Sections 1218 to 1231, inclusive, agreed to.
SECTION 1232
Government amendment No. 159:
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.”.
Amendment agreed to.
Section 1232, as amended, agreed to.
SECTION 1233
Government amendment No. 160:
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.”.
Amendment agreed to.
Section 1233, as amended, agreed to.
Sections 1234 to 1241, inclusive, agreed to.
SECTION 1242
Government amendment No. 161:
In page 918, line 13, to delete “Section 1020” and substitute “Section 1019”.

This is to correct a typographical error. It does not have any substantive impact on the Bill.

Amendment agreed to.
Section 1242, as amended, agreed to.
Sections 1243 to 1254, inclusive, agreed to.
SECTION 1255
Government amendment No. 162:
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.”.
Amendment agreed to.
Section 1255, as amended, agreed to.
Sections 1256 to 1260, inclusive, agreed to.
SECTION 1261
Government amendment No. 163:
In page 924, line 8, to delete “Part or in Parts 1 to 3 or 5 to 14” and substitute “Act”.
Amendment agreed to.
Section 1261, as amended, agreed to.
Sections 1262 to 1264, inclusive, agreed to.
NEW SECTION
Government amendment No. 164:
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.”.
Amendment agreed to.
Sections 1265 to 1280, inclusive, agreed to.
SECTION 1281
Question proposed: "That section 1281 stand part of the Bill."

I am considering bringing forward an amendment on Report Stage to clarify the re-registration arrangements for semi-State companies.

Question put and agreed to.
Sections 1282 and 1283 agreed to.
SECTION 1284
Government amendment No. 165:
In page 933, line 20, after "after" to insert "the".
Amendment agreed to.
Section 1284, as amended, agreed to.
Sections 1285 to 1296, inclusive, agreed to.
SECTION 1297
Question proposed: "That section 1297 stand part of the Bill."

I am considering introducing an amendment on Report Stage to change the reference which is currently to the 1968 directive to the recast directive on public disclosure of certain companies' information.

Question put and agreed to.
SECTION 1298
Government amendment No. 166:
In page 947, line 9, to delete "and" and substitute "or".

The purpose of the amendment is to correct a typographical error and it has no substantive impact on the Bill.

Amendment agreed to.
Section 1298, as amended, agreed to.
SECTION 1299

Amendments Nos. 167 and 168 are related and may be discussed together by agreement.

Government amendment No. 167:
In page 950, lines 16 and 17, to delete "has been struck off" and substitute "has been wound up, dissolved or otherwise removed from".

The purpose of these amendments is to transpose the necessary elements of Article 3 of EU Directive 2002/17. The directive imposes an obligation on member states to link their company registers electronically with one another.

Amendment agreed to.
Government amendment No. 168:
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".
Amendment agreed to.
Section 1299, as amended, agreed to.
Sections 1300 to 1304, inclusive, agreed to.
NEW SECTION
Government amendment No. 169:
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.".

The purpose of the amendment is to provide for the requirement of notification of publication of filings in the CRO gazette for an external company which has a branch in the State. This is a requirement under regulation 10 of SI 395/1993.

Amendment agreed to.
Sections 1305 to 1307, inclusive, agreed to.
SECTION 1308
Government amendment No. 170:
In page 957, line 29, to delete "constitution" where it firstly occurs and substitute "constituting".
Amendment agreed to.
Section 1308, as amended, agreed to.
Sections 1309 and 1310 agreed to.
SECTION 1311
Government amendment No. 171:
In page 958, line 32, after "of" to insert "this".
Amendment agreed to.
Question proposed: "That section 1311, as amended, stand part of the Bill."

I am considering introducing a further amendment to the section on Report Stage to clarify that industrial and provident societies can utilise the section.

Question put and agreed to.
Sections 1312 to 1343 agreed to.
SECTION 1344
Government amendment No. 172:
In page 977, line 23, to delete "€2,500,000" and substitute "€5,000,000".

The purpose of this amendment is to amend the definition of "local offer" to reflect the increase in the threshold from "€2,500,000" to "€5,000,000" made by the Prospectus (Directive 2003/71/ EC) (Amendment) Regulations 2012.

Amendment agreed to.
Section 1344, as amended, agreed to.
Sections 1345 to 1365, inclusive, agreed to.
SECTION 1366
Government amendment No. 173:
In page 991, line 34, to delete "not to do," and substitute "not to do".
Amendment agreed to.
Section 1366, as amended, agreed to.
Sections 1367 and 1368 agreed to.
SECTION 1369
Government amendment No. 174:
In page 994, line 6, to delete "director's report" and substitute "directors' report".
Amendment agreed to.
Section 1369, as amended, agreed to.
Sections 1370 to 1373, inclusive, agreed to.
NEW SECTION
Government amendment No. 175:
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.".

The purpose of this amendment is to provide that a DAC or a CLG that is a traded company may not file abridged financial statements. These companies cannot avail of the exclusion, exemptions and special arrangements with regard to public disclosure of financial information.

Amendment agreed to.
Sections 1374 to 1381, inclusive, agreed to.
SECTION 1382
Question proposed: "That section 1382 stand part of the Bill."

I am considering introducing an amendment on Report Stage to revert to the existing law and disapply section 225 for Part 24 companies.

Question put and agreed to.
Sections 1383 to 1386, inclusive, agreed to.
SECTION 1387
Government amendment No. 176:
In page 1005, between lines 27 and 28, to insert the following:
"(d) that the liability of its members is limited; and".
Amendment agreed to.
Government amendment No. 177:
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.".
Amendment agreed to.
Section 1387, as amended, agreed to.
Sections 1388 and 1389 agreed to.
SECTION 1390
Question proposed: "That section 1390 stand part of the Bill."

I am considering introducing amendments on Report Stage to reflect the provisions of the AIFMD regulations.

Question put and agreed to.
Sections 1391 to 1394, inclusive, agreed to.
NEW SECTION
Government amendment No. 178:
In page 1010, between lines 33 and 34, to insert 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.".

The purpose of this amendment is to correct an anomaly with regard to statutory financial statements for investment companies. The section as it stands in the Bill, by virtue of its interaction with sections 291 and 293, bypasses the requirements of sections 292(3)(a) and (c), allowing investment companies to prepare what are in effect Companies Act entity financial statements using a body of accounting standards other than IFRS and without being subject to the transposed provisions of the accounting directives.

Amendment agreed to.
Section 1395 deleted.
Sections 1396 to 1409, inclusive, agreed to.
SECTION 1410
Government amendment No. 179:
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".

The purpose of this amendment is to link the subsection (1) with subsection (2) of this section by providing that where an application is made either by a migrating company to be registered in the State or by a company seeking to migrate out of the State, a director of the company must make a statutory declaration that the entity is solvent at the time of time of making the declaration and not more than three months before the date of that making.

Amendment agreed to.
Section 1410, as amended, agreed to.
Sections 1411 to 1429, inclusive, agreed to.
Amendment No. 180 not moved.
Section 1430 agreed to.
Sections 1431 to 1434, inclusive, agreed to.
SECTION 1435
Question proposed: "That section 1435 stand part of the Bill."

I am considering introducing an amendment to this section on Report Stage. The purpose of this amendment is to ensure that the existing law in respect of public auditors is maintained. The proposed amendment relates to the prohibition on connected persons acting as auditor of a society at present covered by section 187(3)(a) to (f) and (4)(a) to (d) of the 1990 Act.

Question put and agreed to.
NEW SECTION
Government amendment No. 181:
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".".

The purpose of this new section is to facilitate the exemption of a specific category of captive insurers and re-insurers (of insurance-reinsurance companies) from the obligation under Article 41 of Directive 2006/43/EC to have an audit committee. Captive insurance is considered to be inherently an exercise in self-insurance by a corporation and as such the inherent risk profile of most captive insurers is significantly different from other insurers thereby removing the need for an audit committee. An obligation on such an entity to have an audit committee is not considered to serve any real purpose, and thus places an undue and significant demand on these undertakings.

Amendment agreed to.
Section 1436 agreed to.
NEW SECTION
Government amendment No. 182:
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.".

The purpose of this amendment is to align the Bill with existing law as section 224(6) of the Companies Act 1990 allows a subsidiary of an insurance company to hold shares in its holding company when done pursuant to section 9(1) of the Insurance Act 1990. As the Bill stands this provision is omitted and this was not intended.

Amendment agreed to.
Section 1437 agreed to.
NEW SECTION
Government amendment No. 183:
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.".

The purpose of this amendment is to reflect existing law and to provide that in respect of a designated activity company, a public limited company or a company limited by guarantee carrying on life assurance business, 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.

Amendment agreed to.
Section 1438 agreed to.
NEW SECTION
Government amendment No. 184:
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".".

The purpose of this amendment is to facilitate the bringing of notice in the Companies Registration Office Gazette in circumstances where a company - to which the Multi-Unit Developments Act applies - is struck off the register under section 311 of the 1963 Act or section 12 of the 1982 Act to have the company restored to the register.

Amendment agreed to.
Section 1439 agreed to.
Schedules 1 to 5, inclusive, agreed to.
SCHEDULE 6

Amendments Nos. 185 to 187, inclusive, are related and may be discussed together by agreement.

Government amendment No. 185:
In page 1085, line 3, after "Minister" to insert "may".

The purpose of these amendments is to insert a missing word in the text. The text ought to indicate that the “Minister may by regulations do anything...". The second amendment in this grouping is grammatical in nature and does not have a substantive impact on the Bill.

Amendment agreed to.
Government amendment No. 186:
In page 1085, line 4, after "to" to insert "the Minister to".
Amendment agreed to.
Government amendment No. 187:
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).".
Amendment agreed to.
Schedule 6, as amended, agreed to.
Schedules 7 to 13, inclusive, agreed to.
SCHEDULE 14
Government amendment No. 188:
In page 1100, to delete line 19.
Amendment agreed to.
Government amendment No. 189:
In page 1102, between lines 13 and 14, to insert the following:

Official seal and sealing securities

Section 1019

Amendment agreed to.
Schedule 14, as amended, agreed to.
Schedules 15 to 17, inclusive, agreed to.
Title agreed to.
Bill reported with amendments.

When is it proposed to take Report Stage?

Tomorrow, Wednesday 18 June.

Is that agreed? Agreed.

Report Stage ordered for Wednesday, 18 June 2014.

When is it proposed to sit again?

Tomorrow at 10.30 a.m.