That is the old law in every respect. It is in the 1908 Act. I think it really gives effect to existing, circumstances.
SECTION 38.
Question proposed : " That Section 38 stand part of the Bill. "
Might I throw out a suggestion to the Minister that he examine at some stage the German principle which I believe is, not that they have a seal but that a company names certain people, any two of whom can enter into a contract for it. Those people are registered at the Companies Office and therefore if you want to deal with a company, you go down to the Companies Office and you see whether Mr. A.B. and Mr. E.F. are the appropriate authorised officers. It cuts out a lot of nonsense about sealing and the division between sealed contracts and written contracts.
Except that the registrar might say to such a person: " I know nothing about the principals. I cannot keep a register of people who act as agents for people who have no legal entity. "
This is part of German law—I do not know if it is part of any other country's law—by which you automatically appoint two persons to enter into contracts on behalf of your company. I have forgotten what they are called.
I cannot remember, but it is a pretty handy method. I do not necessarily say we can adopt it here but it is something for consideration in one of the Minister's lighter moments.
I shall ask somebody to look at it sometime to see if we can use it.
At the same time, the Revenue would be interested in the stamp duty on the document—
Is it the proposition that it might be possible to bring it into the provisions of the Bill ?
They might still pay duty on the two signatures.
The old-fashioned idea about sealing was that the seal was kept in a special locked box. The chairman had one key and the secretary had the other, and there was as much fuss about opening the seal as there was about opening the strong-room of the Bank of Ireland. Many of them are now left unlocked because they can never find the key. If anybody breaks into my office, he will find a lot of seals sitting on the mantelpiece, with no locks.
Difficulties arise from time to time in proving the seal of a company and you sometimes have to go to ridiculous lengths, such as bringing the secretary into court to say that he was present when the seal of the company was affixed, have an affidavit and so on. I do not know if there is any way of getting over this. It might be possible to have some way of providing that the document's seal is proof itself.
I do not know if that is necessary in a Bill dealing with company law.
But in every landlord and tenant case, you have to go through farcical procedure to prove that the seal was affixed.
I shall consider it.
Question put and agreed to.