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Special Committee Companies Bill, 1962 debate -
Wednesday, 9 Jan 1963


I move amendment No. 2 :

To delete subsection (3).

At one time it was thought that the existing orders prescribing fees for Part III of the Act of 1908 could be continued for the purpose of Section 103 of this Bill. Many changes are being made in the relevant provisions of the law as compared with those under the 1908 Act and it is now clear that the best course is to prescribe the fees afresh and subsection (3) must be deleted.

That would want to be done on the date in which the Act comes into force. Provided that is done, it is probably a cleaner way altogether.

Unless advantage is taken of the process to step up on all the fees. It has been known to happen.

Even without an excuse like this.

Sin cheist eile.

It is not the intention to increase the burden of the fees. This is a mechanical operation that will make for a much cleaner job.

It is obviously much better.

Amendment agreed to.
Question proposed : " That Section 3, as amended, stand part of the Bill. "

I was very disappointed with subsection (2). I thought that this would be a complete consolidation Bill, that we were going to start afresh with a complete new Act and that we would not have any saving graces in respect of things that are already there. I appreciate that for convenience we must have in subsection (2) all deeds and so forth made under the previous Act. But I am disappointed to see included Orders in Council, rules, regulations—all those what I might call official expressions in the law. They are being left there instead of being wiped out so that we could start afresh. Could that not be done ?

It has always been the practice to include provisions of this kind in Companies Bills for the purpose of ensuring continuity. There is a reference to resolutions, appointments, rules etc. The purpose of it is to ensure that anything which was in force immediately before the Bill comes into operation will continue in being. Take for instance Rules of Court. It may well be that the new Rules of Court are not made at the time the Bill comes into operation. The purpose of this is to continue the existing rules, the appointments of registrars of companies or resolutions passed by a company in the past. The whole idea is to ensure continuity.

Resolutions passed by companies, yes. But in the future if you want to know anything about Company Acts you have to go back over all the Orders in Council to see if there is anything preserved here. Surely it should be possible to provide that nothing in relation to what one might term the private matters of a company would be affected ? But in relation to Orders in Council and statutory orders—I gather the next order is a statutory order—surely we could start with a clean sheet or, if one likes, put in the Schedule " pending the re-enactment of the Order, the following Order shall remain in force " so that at least people who want to know where they stand, both in relation to statute law and in relation to official administrative law, will know they start from there ?

It is really a drafting matter. The draftsmen advised us it was better to be comprehensive in this rather than anything else, to cover as much ground as possible just in case something would be left over.

I would agree with Deputy Sweetman in principle. What he wants to do, if I understand correctly, is to take over all statutory enactments of a general nature, that is, all Acts of Parliament in force and particularly any statutory rules of order, and to list those for definition for certainty and then leave the omnibus cover there. For my own part I would have to agree that one has to be comprehensive here because one could run into some very difficult situations if you tried to delimit what was public and what was private. It should be possible to give a list of statutory rules and orders affecting company law. The difficulty Deputy Sweetman runs, of course, is what are you going to do with statutory rules and orders setting up court procedure. There might be statutory rules and orders setting up some procedure that might be affected. It is very hard to draw a line at what specifically relates to the Companies Acts.

The position is that it is the intention, when the rules are made under this new Act prescribing various forms and fees, that there will be a clause to the effect that the previous ones which will be named, are revoked.

Nowadays the only chance of real or comprehensive research of these matters is through a State Department. It is beyond the resources of individual solicitors or Counsel in any particular case. These searches are frequently necessary. Would the State not do it at this stage ? In that way it would meet Deputy Sweetman's point, rather than touching on the comprehensiveness of the section.

The Arthur Cox Foundation are producing a large booklet which will deal with this. It is their intention to include all the rules and regulations which are in force and current, so that students and practitioners will be able to put their hands on what is the current law.

Once you have this in its present form we are no longer dealing with a consolidation Bill. It would be much tidier if we made this a complete consolidation.

Could we say this is one of the items we could look into again and report back to the Committee and, if necessary, subject it to an amendment ?

How do we deal with subsection (2), now that we have deleted subsection (3) ? Can we deal with that problem now ? Will subsection (2) be subject to anything else, or will it stand on its own feet ?

That is a point the Minister will have to clarify.

You have struck out subsection (3) from the section altogether. Deputy Booth is now enquiring if we should put in any other subsection to qualify the wording of subsection (2).

It was our understanding that on a reprint after the Committee Stage these words would automatically come out. I am informed that the change may be regarded as a verbal correction and may be made by the clerk when the Bill is being re-printed.

There is power to do so under Standing Orders.

I take it there is nothing in either subsection (4) or (5) which will produce any difficulties ?

It would be tidier if the 13th Schedule were put in here but I do not think it matters that much.

Might I ask if the Trade Union Act of 1871 is still believed to have full force here in view of the many decisions since given in relation to the Trade Union Act of 1941 ?

Section 5 of the Trade Union Act is, we understand, still in force. It is still there.

I know it has not been formally repealed, but has it still the force of law in the light of subsequent decisions ?

We have been advised it is necessary to continue this provision.

Question put and agreed to.