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Seanad Éireann debate -
Tuesday, 9 May 2017

Vol. 251 No. 9

Companies (Accounting) Bill 2016: Report and Final Stages

I welcome the Minister. Before we commence, I remind Senators that a Senator may speak only once on Report Stage except for the proposer of an amendment who may reply to the discussion on the amendment. On Report Stage each amendment must be seconded.

I move amendment No. 1:

In page 8, between lines 5 and 6, to insert the following:

“(f) section 363;”.

The amendment is a proposed amendment to section 3 which concerns repealing elements of prior legislation. I want to add into that to repeal section 363.

This small section of the Companies Act 2014 states that if a company is late filing its annual return with the Companies Registration Office, it must pay significant late filing penalties and lose its entitlement to the exemption from full statutory audit for two years. This flies in the face of decisions of the European Court of Justice in a series of rulings. It has laid down the following guideline principle that although the member state in the national court may impose penalties on an individual or company who has not complied with a provision of EEC law, this is subject to the condition that the penalties must not be disproportionate and must not undermine the entitlement to a basic community right.

Section 363 operated to remove a small company's entitlement to the exemption if it fails to file its annual return by the due date. It is the case that legislation cannot be enacted by a member state that, on the one hand, bestows the right to entitlement laid down by an EU directorate, apologies, directive - the Minister will have to excuse me as I have just arrived from Miami so my brain is somewhere out over the Atlantic. They flew me first class. I had a bed and pyjamas. It was wonderful. The Minister will excuse me if my brain is slightly softened by the unaccustomed luxury.

Pyjamas are important.

Senator Norris is still feeling sleepy though.

Legislation cannot be enacted that, on the one hand, bestows the right to entitlement laid down by the EU directive and then removes that entitlement as a penalty, and that penalty is clearly disproportionate to the offence. Coupled with this there have been developments over the years, including the fact that nowadays there is a requirement to file these accounts electronically. They will not accept them in typed or handwritten form. They will accept them by way of an e-mail and they will only accept them being filed electronically. That is a further restriction.

Directive 2013/34/EU was signed off on 26 June 2013 and gave Ireland a transposition deadline of 20 July 2015. The directive introduced a number of changes to the financial reporting regime of member states. One of the primary objectives of the legislation was to simplify the accounting regime and in so doing reduce the red tape and administrative burden on micro and small companies. Any reduction in red tape would be welcome by small companies. I would point out to the Minister we are the only country in the EU that is introducing this penalty. Why not let us have a level playing field with other member states of the EU? Why are we going out on a limb? The Minister has put some statements on the record but I want to challenge some of them. I mentioned the intention of the EU to reduce red tape. The Minister in the Department's summary identifies that the key benefit for adopting the micro entity legislation is that if legislation is not enacted, the very smaller companies will continue to incur the cost of preparing financial statements to the same standard as less small companies. In regard to late filing causing small and micro companies to be subject to an audit, this flies in the face of the concept which the EU is trying to promote. Rather than reducing unnecessary red tape and boosting growth and confidence, linking late filing to the eligibility to avail of the audit exemption unquestionably increases it.

The Minister has heard some of this before but I do not apologise for repeating the fact because it is important we have in our minds what this section is about, and it is quite a short one. When I raised this matter on 4 April this year in the House, the Minister, and I am sure she will remember this, replied that if we got rid of section 363, the compliance rate would be only 13%. I remember her saying that and I am sure she will remember saying it. That is totally misleading. It is a deliberate cloud of nonsense and I will tell her why. That statement refers to a situation that obtained 18 years ago. The 13% figure comes from a statement issued by a former Minister, Mary Harney, and since then the Companies Registration Office database has been fully computerised, tens of thousands of dead companies have been removed and 90% - not 13% or 30% but 90% - of small companies now file annual returns on time.

Article 211 of the EC treaty charges the European Commission with ensuring that member states observe and implement EU directives fully and properly. As I have said, where a member state fails to fully and properly implement a directive into domestic law, the European Court of Justice has ruled that although the member state and the national court may impose penalties on an individual or company who has not complied with a provision of EC law, this is subject to the condition that the penalties must not be disproportionate, as I have said, and must not undermine the entitlement to a basic community right. The case law is clear on this. The relevant case is 8/77 Sagulo, Brenca and Bakhouche and it was heard in 1977.

The statement about the 13% compliance rate was issued by Mary Harney when she was Minister at the Department, which was then called the Department of Enterprise, Trade and Employment. Her agenda was to clean up corporate Ireland which everybody would acknowledge was necessary at the time. In a press statement she said that the compliance rate for companies filing their annual returns with the Registrar of Companies was just 13%. That is no longer the case. That was 18 years ago.

The Companies Registration Office was totally paper driven in 1997. It was not computerised, therefore reminders would not issue to companies to submit annual returns, unlike what happens today. That is another significant change. Also, every single company incorporated under the then principal Act, the Companies Act 1963, was considered to be live on the register and that led to an enormous amount of dead wood on the companies register. Tens of thousands of companies would have either ceased trading, or become dormant or otherwise redundant. Therefore, those companies which submitted returns would have been a small percentage of the total companies listed on the register in 1997. As part of the computerisation of the Companies Registration Office database and to tidy up the register of companies and eliminate these dead, non-active companies from the list, the Companies Registration Office wrote to all companies seeking a reply or otherwise the company would be struck off the register. Hence, as stated in a ministerial press, Ms Harney attributed the improvement in the compliance rate to the introduction of new strike-off procedures in the Companies Registration Office. The office is now striking off 500 companies every working day and 11,000 firms have been dissolved since the new hardline regime was introduced. That is a measure of the change. Some 500 companies a day are being struck off. These are the ones that were not making their returns on time. Tens of thousands of companies were removed from the register, so naturally the percentage of companies filing an annual return came up substantially because there is now a percentage of proper live companies.

The Minister stating in the Seanad that the compliance rate would be 13% in the absence of section 363 is grossly misleading. Also, the continuous reference to this compliance rate made by her Department over many years was misleading. The Minister and her officials also conveniently overlooked the establishment of the Office of the Director of Corporate Enforcement under the Companies Law Enforcement Act 2001.

This is a significantly staffed office that oversees the enforcement of the provisions of the Companies Act on all companies. To set up such a body and not refer to it as having a significant impact on the 90% rate of corporate compliance is, to say the least, a little disingenuous and disappointing.

The costs and administrative burden of a full statutory audit are referred to in section 43 of the EU company law directive. The directive states: "annual financial statements of small undertakings should not be covered by this audit obligation, as audit can be a significant administrative burden for this category of undertaking, whilst for many small undertakings the same persons are both shareholders and management and therefore have limited need for third party assurance on the financial statements". The costs and burden are similarly referred to by the Companies Registration Office, CRO, in its reminders. The CRO points out that if a company's annual return is filed late, as a matter of law audited accounts must be filed in the current year and in the following year. It goes on to say that this loss of audit exemption could entail "considerable expense" for the company over a two-year period.

It is generally established that the enactment by a member state of an EU directive should be full and proper. My argument is that this enactment is not full or proper and that it is disproportionate. The removal of the entitlement to an audit exemption in the event of late filing is a penalty that is not applied in other EU member states because, quite simply, it is a right that cannot be varied. It is also a penalty that is disproportionate and it is for that reason that I move this amendment again on Report Stage.

I second the amendment. I do not intend to elaborate or go into any further detail regarding what my colleague, Senator Norris, has said. I would like to warmly welcome the Minister to the House.

I hope I was not discourteous in not welcoming the Minister to the House. She is, of course, as always, very welcome, as are her advisors.

I thank Senator Norris for his warm welcome. However, I cannot accept amendment No. 1. The effect of this amendment would be to repeal section 363 of the Companies Act 2014. That section includes a long-standing rule that a company loses its entitlement to an exemption from audit if it files its annual returns late.

Before I set out my specific concerns with the amendment, I want to clarify that I agree that the audit exemption is an important cost-saving benefit for small companies. This is generally accepted and it is the main reason we made it more widely available when we enacted the Companies Act in 2014. At that time we reduced the number of thresholds that a small company must meet from three to two. We also extended the exemption to group, dormant, guarantee and unlimited companies. The Bill before us goes further. It increases the thresholds for small companies to the maximum allowed under EU law so that even more companies will become eligible for the audit exemption. Already, the vast majority of companies in Ireland qualify for the audit exemption. That majority will increase after the enactment of this legislation.

However, the requirement for a company to file its annual return on time is an important transparency measure. The financial statements and other information that accompany the annual return provide important safeguards for third parties such as suppliers, creditors and employees. It is essential that the information is filed in a timely manner if those safeguards are to be meaningful. Therefore, we need to ensure that companies meet their filing deadlines. There is good reason to believe that the loss of an audit exemption is an effective deterrent to late filing. As I mentioned earlier, this is a long-standing rule. It dates back to the Companies (Auditing and Accounting) Act 2003. Just a few years before that, compliance with filing deadlines was only at 13%. Today, the compliance level has dramatically increased to 90%. The 13% compliance level preceded the introduction of the audit exemption rule. The rule concerning the loss of the exemption is associated with the increased level of compliance and is an important part of that improvement.

In 2011, the Company Law Review Group, CLRG, reconsidered the rule on the loss of the audit exemption. It considered several arguments in favour of abolishing the rule but did not consider any to be sufficiently compelling to outweigh the benefits of maintaining the rule. The group also noted that the majority of companies meet their filing deadlines. As a result, it recommended no change to the loss of the audit exemption for the late filing of annual returns. I know that some consider the audit exemption as an entitlement for small companies but that is not a correct assessment. In fact, neither EU nor national law gives that exemption as a right. We should also bear in mind that companies can have more than nine months to prepare and file their financial statements with the CRO. Companies also get a reminder from the CRO six weeks before their annual return is due. Furthermore, the Bill before us simplifies the existing financial reporting requirements for small companies and when it comes to micro-companies, it reduces those requirements even further. In light of that, it is difficult to accept that a company would find it onerous to file its annual return on time, other than in rare circumstances.

The rule in section 363 serves an important purpose. It is designed to support compliance with a key transparency requirement. It is not unduly onerous for companies to comply with that requirement. For all of these reasons, I support keeping section 363 in the Companies Act 2014. Therefore, I do not support the amendment tabled by Senators Norris and Boyhan which proposes to delete that section.

I thank the Minister. I have a series of questions for her. First, if this is so vital, why is Ireland the only country in the EU to enact such a provision? What is so extraordinary about Ireland that it requires this unique provision? My information, which I assume is accurate, is that Ireland is the only country in the EU that has this form of legislation. I ask the Minister to confirm that is the case.

The Minister commented on the 13% compliance rate and the fact that it has now reached 90%. There is not a huge problem of non-compliance. However, she referred to section 363 as the principal factor in ensuring that this is the case but that is not true. I have put on the record the fact that the then Minister for Enterprise, Trade and Employment, Mary Harney, introduced measures which led to the striking off of 500 companies a day. Obviously, dormant companies would not have been making returns. If it is as the Minister says, why are so many small and medium enterprises screaming their heads off and looking for this exemption to be removed? Why am I getting all of these emails? Why am I getting such detailed emails analysing the situation?

The bureaucracy and the civil servants always go with the status quo. Of course, they are not going to say they want to change this or get rid of it. The question as to why Ireland uniquely needs this provision has not been answered. The Minister said it was extended to cover dormant companies. Perhaps because I am a bit jet-lagged I am missing something. It would have struck me, however, that a dormant company is going to be subject to those penalties automatically. If a company is dormant, it is not going to be making returns. Dormant means it is asleep and, accordingly, will not be making returns. While there may be a line in legislation stating they are exempt, it is rubbish because when they fail to put in returns, they will be whacked. I do not have that much sympathy for dormant companies because if they are dormant or kind of dead, they should be got rid of.

Will the Minister explain why other European countries do not have this provision? The figures show the significant impact of the pruning exercise in getting rid of dead wood undertaken by the former Minister, Mary Harney. That is what led to the increase and not the threat of sanction.

We require small companies to file on a certain date. They do it every year. It is a bit like one's birthday in that it comes every year and they know it.

My birthday comes twice a year. My entry in Wikipedia has my birthday on the wrong day.

I thought it had to do with crossing time zones in your pyjamas, old chap.

We do not think it is that onerous to ask companies to file every year at the same time and on the same date. We both agree that 90% of companies are compliant. We want our companies to be compliant.

The Senator made a passing comment, which I want to take him up on, namely, that the Civil Service likes the status quo. This is in fact a progressive Bill. For example, we have introduced a provision for micro-companies which have fewer than ten employees, a turnover that does not exceed €700,000 and a balance sheet that does not exceed €350,000. They will be exempt from reporting requirements and, accordingly, will not have an audit. While the Senator said there are many companies contacting him, there are many micro-companies contacting me to have this Bill enacted as quickly as possible.

That is my point about this section.

There is a belief that companies have a right to be exempted. That is not the case. For example, there is a long-standing rule that a company loses its entitlement to an exemption from an audit if it files its annual returns late. I agree the audit exemption is an important cost-saving benefit for companies, as well as for transparency. It is important for employees and creditors to know exactly how companies are operating. I believe this provision is the proper way to go.

EU law specifically envisages that member states may impose an audit on small companies. For example, recital 43 of the accounting device clearly states the directive should not prevent member states from imposing an audit on their small companies. It also states member states should take into account the specific conditions and needs of the users of financial statements, not just the requirements of the small companies. Users require that information to be accurate, meaningful and on time. Accordingly, imposing an audit on small companies which are late in filing their annual returns is an appropriate response when one considers the needs of users of financial statements.

I congratulate the Minister on her dexterity in neatly avoiding the questions I asked.

Amendment put:
The Seanad divided: Tá, 6; Níl, 31.

  • Bacik, Ivana.
  • Boyhan, Victor.
  • Craughwell, Gerard P.
  • Higgins, Alice-Mary.
  • Nash, Gerald.
  • Norris, David.

Níl

  • Ardagh, Catherine.
  • Burke, Colm.
  • Burke, Paddy.
  • Butler, Ray.
  • Buttimer, Jerry.
  • Byrne, Maria.
  • Coghlan, Paul.
  • Conway-Walsh, Rose.
  • Conway, Martin.
  • Daly, Mark.
  • Daly, Paul.
  • Davitt, Aidan.
  • Feighan, Frank.
  • Gallagher, Robbie.
  • Gavan, Paul.
  • Horkan, Gerry.
  • Lombard, Tim.
  • Mac Lochlainn, Pádraig.
  • McDowell, Michael.
  • McFadden, Gabrielle.
  • Noone, Catherine.
  • Ó Clochartaigh, Trevor.
  • Ó Donnghaile, Niall.
  • O'Donnell, Kieran.
  • O'Donnell, Marie-Louise.
  • O'Mahony, John.
  • O'Sullivan, Ned.
  • Reilly, James.
  • Richmond, Neale.
  • Warfield, Fintan.
  • Wilson, Diarmuid.
Tellers: Tá, Senators Victor Boyhan and David Norris; Níl, Senators Gabrielle McFadden and John O'Mahony.
Amendment declared lost.

I move amendment No. 2:

In page 47, lines 1 and 2, to delete “, in so far as it relates to subsection (2)(a)(iii) of section 1274 of the Principal Act,”.

I second the amendment.

Amendment put:
The Seanad divided: Tá, 10; Níl, 21.

  • Ardagh, Catherine.
  • Daly, Mark.
  • Daly, Paul.
  • Davitt, Aidan.
  • Gallagher, Robbie.
  • Horkan, Gerry.
  • McDowell, Michael.
  • Norris, David.
  • O'Sullivan, Ned.
  • Wilson, Diarmuid.

Níl

  • Bacik, Ivana.
  • Boyhan, Victor.
  • Burke, Colm.
  • Burke, Paddy.
  • Butler, Ray.
  • Buttimer, Jerry.
  • Byrne, Maria.
  • Coghlan, Paul.
  • Conway, Martin.
  • Craughwell, Gerard P.
  • Feighan, Frank.
  • Higgins, Alice-Mary.
  • Lombard, Tim.
  • McFadden, Gabrielle.
  • Nash, Gerald.
  • Noone, Catherine.
  • O'Donnell, Kieran.
  • O'Donnell, Marie-Louise.
  • O'Mahony, John.
  • Reilly, James.
  • Richmond, Neale.
Tellers: Tá, Senators Gerry Horkan and Diarmuid Wilson; Níl, Senators Gabrielle McFadden and John O'Mahony.
Amendment declared lost.

I move amendment No. 3:

In page 60, between lines 21 and 22, to insert the following:

“92. Section 599 of the Principal Act is amended by the substitution of the following for subsection (4)(c)—

“(c) whether an action of the related company or of any subsidiary of the related company resulted in liquidation;

(d) whether the directors of the company demonstrated that they fulfilled their duties to work in the best interest of the company or of a related company;

(e) whether the directors of the company distinguished at all times between the best interests of the company and those of any related company;

(f) whether the creditors of the primary company were led to believe that related companies stood behind the company;

(g) where a group structure enabled a company with assets insufficient to meet its liabilities to trade while using assets belonging to a related company, whether the structure was calculated unfairly to defeat the interests of creditors in a winding up or to impose any liabilities on the Exchequer or other public funds;

(h) the effect which such order would be likely to have on the creditors of the related company concerned.”.”.

This amendment is inspired by that brought forward by Senator Nash on Committee Stage which was a strong and reasonable proposal. I have attempted to redraft and, I hope, slightly tighten his proposal. The amendment proposes a change to section 599 of the original Companies Act. The section sets out the circumstances in which a related company may be required to contribute to the payment of the debts of a company being wound up. I propose the consideration of particular elements in deciding whether a related company should contribute such as "whether an action of the related company or of any subsidiary of the related company resulted in liquidation"; "whether the directors of the company demonstrated that they fulfilled their duties to work in the best interests of the company or of a related company"; "whether the directors of the company distinguished at all times between the best interests of the company and those of any related company", and so forth.

I will not read through the whole amendment as it is lengthy, but its purpose is to address situations such as the Clerys case, where Clerys was sold to a company called Natrium. Natrium had two subsidiaries which bought different parts of the business, called OCS Properties and OCS Operations. One of these was set up to fail, designed to be wound up, leaving it unable to pay its debts and allowing the other wholly owned subsidiary company to avoid contributing to those debts. The pension and social welfare entitlements for the workers and contractors were then paid by the State. This amendment is effectively saying that when a company is being wound up and there is a related company and a question as to whether one of the companies was set up to be wound up, we should not have a situation where we can have a contrived dissolution of a company, where there is a tactical avoidance of any of the debts of that company, and where the State has to step in and pay the cost. The situation that we have at the moment is unsafe.

The Minister will speak about the work of the company law review group, CLRG, which is looking at the question of section 599, but we have been waiting for a considerable time for its findings and I am very concerned about the very lengthy nature of the process. Business moves very quickly at times, and the situation at the moment means that companies are very aware that exactly what happened in Clerys can be used as a strategy again. We have had years of dispute on the Clerys issue. The message that we are sending to the business community at the moment is that we have learned nothing and that we are taking no remedial action, and that the State is still in a position where it will step in and take the costs and companies do not have to do so.

I understand that this amendment may not be perfect and that we may get better proposals in the future from the CLRG, and I am sure that we would like to facilitate further amendments in that regard. However, I would argue that the amendment I am putting forward today is a much better proposal than section 599 as it stands. I ask the Minister and all those in the House to support the amendment, which provides basic checks and balances around companies and ensures that those who take over companies are acting in their best interests and not taking them on to fail. I ask the House to accept the amendment as something which would be a far better holding position for the State while we await potentially more lengthy proposals from the CLRG.

The amendment contains six criteria. The current situation allows for the dumping or splitting of assets, the creation of intentionally unsound companies which can be wound up, the dismantling and hiving off of profitable parts where workers are paying the prices and where indeed many related companies and providers are paying the prices. Limited liability is being exploited under the current provisions of company law. This amendment would patch this procedure and improve it. It would transform corporate responsibility and corporate accountability in this culture, and it would send a much needed message to others who are looking to take over and dismantle functioning businesses in our country. I ask the Minister to seriously consider accepting the amendment.

I second the amendment.

I am not in favour of this amendment. As I told the Senators during Committee Stage, the CLRG, a statutory body, has undertaken to examine and recommend ways in which company law and indeed the wider legislative code could be potentially amended to ensure better safeguards for companies, employees and unsecured creditors. To this end, I understand that the CLRG has convened a sub-committee with the relevant expertise and that this group has met 13 times. I understand that a report to the CLRG plenary is pending and in due course I expect to receive its recommendations. I have reason to hope that this will be available before the summer recess. I will examine any recommendations in that report very carefully, and as yet I have no reason to believe that the provisions in the Companies Act 2014 are ineffective in striking a reasonable balance between the proper promotion of limited liability on the one hand, and ensuring that the distinction between companies that are functionally a single entity is not misused on the other. Of course, if it emerges that the law does not properly strike that balance it will be necessary to review these provisions. For these reasons I am not in favour of accepting this amendment.

I wish to clarify that I am not opposed to amending the Companies Act for the purposes of ensuring robust remedies against companies that improperly transfer or dispose of their assets in order to circumvent their company or employment law duties. However, before I propose any amendment I need to be satisfied that such amendments are deemed to be desirable and necessary. I am not in favour of amending the law merely so that it appears that a problem that may or may not exist appears to be fixed. It is not clear how imposing more descriptive criteria, as is proposed by this amendment, on the court's discretion to make an order would provide for a more robust provision, or indeed would result in a provision being tested. Therefore I am not in favour of this amendment.

I do appreciate that what the Senators are trying to do here, and I note that this is an altered amendment from that proposed by Senator Nash on Committee Stage. However, I cannot emphasise enough that we must be aware of adverse consequences when proposing to improve an existing legislative provision. I cannot support an amendment only to find out that by doing so we, the legislators, have made it unworkable. In my view, the existing section 599 already covers most of the conditions that this amendment is purporting to insert into it. However, some of the additional conditions and the manner in which they have been drafted have caused me alarm. For example, with regard to the new paragraph (d), it is arguable that it would introduce vicarious liability for directors and result in a situation where any breach by any director of the director's duties, without a casual link to the company that is being wound up, could cause liability. On the new paragraph (g), experience has demonstrated over and over again that to prove intent behind the setting up of corporate structures, particularly in circumstances where such corporate structures have been in place for a period of time, is very difficult if not impossible to do. Furthermore, the provision appears to undermine the very essence of separate legal personality of individual companies in a group structure.

For these reasons, I am cannot support and I am not in favour of accepting this amendment.

Is the amendment being pressed?

Yes, the amendment is being pressed, and while I accept that the Minister does not want to take on my proposals - although I would not agree with her analysis of them - I certainly cannot accept that she says that there may or may not be a problem. We know that there is a problem. The reason we have a CLRG looking at section 599 is because it has been identified as not functioning. We know that this is being exploited. Whether or not the Minister agrees with my solution, I would be concerned if she has not recognised that there is a problem.

Amendment put and declared lost

I move amendment No. 4:

In page 67, after line 31, to insert the following:

“102. The Minister will produce and publish a report to be laid before both Houses of the Oireachtas containing the recommendation of the Company Law Review Group in relation to the Companies Act 2014 within eight months of the enactment of this Bill, including intended actions to be taken by the department.”.

While I recognise that the Minister wishes to await the proposals from the CLRG on the Companies Bill I would emphasise again the clear problems with section 599 at the moment. That is why there is a sub-committee looking at that issue.

I welcome the fact that it has met 13 times. That is good to know because there has been quite a silence around the action of the Company Law Review Group. It is good to hear that it is moving forward. I would strongly urge the Minister to accept this amendment. I think it is extremely reasonable. It simply seeks to strengthen the timeline around this. As I said, I do not believe that we are in a situation that is currently safe. I believe we are still leaving the State vulnerable to considerable economic and financial risk through companies exploiting the loophole that has been so clearly illustrated to them in respect of the Clerys debacle. I ask that the Minister produce and publish a report to be laid before the Houses of the Oireachtas containing the recommendations of the Company Law Review Group regarding the Companies Act within eight months of the enactment of this Bill, including the intended actions taken by the Department.

In this amendment, I am not prescriptive on whatever actions the Department may wish to take. I leave that entirely up to the Minister's discretion and her response to what she receives from the Company Law Review Group. I simply ask that action is taken on it. The Minister has indicated a timeline involving June, which I welcome. That timeline is shorter than the eight months that I set out in this amendment. However, I am concerned to ensure that we definitely do see that report produced. I am suggesting this provision as a failsafe to strengthen the Minister's hand in pressing the Company Law Review Group to continue and conclude its business in a timely fashion.

I second the amendment.

I am not in favour of this amendment. The drafting in this amendment is not very clear. I surmise that the Senators are trying to capture the Company Law Review Group's pending report on the protection of employees and unsecured creditors. The use of the words "the recommendation" and "intended actions" implies to me that the Senators intend to capture the Companies Act 2014 itself rather than the contents of this Bill only. Nevertheless, I remind the Senators that the Company Law Review Group's reports are published annually, pursuant to section 962 of the Companies Act 2014. These reports are laid before each House of the Oireachtas within two months of the Minister receiving such a report. In addition, all of the CLRG reports are publicly available at www.clrg.org. Senators can also find the two-year work programme for the CLRG on this website.

Turning back to the amendment, I am not in favour of imposing time limits on legislative reviews. Some legislative amendments are justifiable because experience demonstrates that a provision does not provide the intended impact. As a case in point with section 599 of the Companies Act, we have no judicial commentary to guide us in understanding whether there are any actual limitations in the manner in which the provision is currently constructed. One must be wary of unforeseen consequences. That is why I believe that we are fortunate to have an expert group whose input I have requested. When commenced, this Bill will be integrated into the Companies Act and subject to the same oversight as the Companies Act 2014 generally enjoys. I see no reason a separate report is necessary or desirable in these circumstances. I am not in favour of this amendment. In essence, the CLRG will publish a report and forward it to me. Within two months, I will bring it before the Houses of the Oireachtas.

Does the Minister expect the pending report to address section 599?

Is the amendment being pressed?

As the Minister has indicated that the pending report of the Company Law Review Group will hopefully be published prior to the summer and contain the recommendations or considerations of that group in respect of section 599, and as she has indicated that she will bring it before the Houses of the Oireachtas within two months, I will not press the amendment on this occasion.

Amendment, by leave, withdrawn.
Bill received for final consideration and passed.
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