Would it not be desirable that the power here should be registered in the Companies Office in some shape or form?
SECTION 40.
Question proposed: "That Sections 40 stand part of the Bill."
This comes back to the point raised by Deputy Sweetman of giving power to persons to execute documents on behalf of a company.
It is a new point again. We have no comment on it from either of the two committees that examined these matters.
Would this not be a bit like the power given now by the Minister, say, when he authorises certain people to sign documents on his behalf, such as the secretary or assistant secretary?
Under the Ministers and Secretaries Acts, yes.
For certain purposes.
Yes. The trouble is it is outside the State and one wonders what effect it would have in benefiting anybody.
It would have this benefit. If a company or individual outside the State were dealing with an Irish company and wanted to ascertain that this power of attorney was valid and had not been revoked and was in existence and they could enter into this contract with the Irish company, all it would have to do would be to have a search made in the Register of Companies to find if this company was a registered company. If it was, then it could deal with the person and the company would be bound by this person and his actions as long as he was in the register. I think there is something to be said for having this registry.
I had a case rather like that a few years ago where a small company registered in Dublin wanted to execute a transfer of property in Malaya. The company had to complete a power of attorney in Dublin. The execution by the company had to be verified by a commissioner—
A notary public.
That is right. The notary public had to get his signature verified by the High Court and the High Court had to refer it back to the Department of External Affairs to get their authority and it always seemed to me to be completely crazy because even having got as far as External Affairs, I do not know whether there was any record in Malaya of that to authenticate the seal of the Department of External Affairs. I think Deputy Sweetman and Deputy Costello have a point and if there were some easy way of referring to some central authority here, it would save an endless amount of needless authentication which, in my view, gets you nowhere.
My experience with companies in other places is that as long as you put an enormous lot of very large seals on the document, they are perfectly happy. You might have the most perfect notary in the world but if you have not got a big ornate seal, it is no good. There would also be an advantage in regard to the stamp duty of 10/-. It would be less in Malaya than here.
If you could authenticate the power of attorney—
We are dealing with the powers of companies and we would not wish unduly to restrict or circumscribe the power of Irish companies here or abroad. If we were to impose this obligation on them it might cause serious hindrances or delays.
I do not think it would cause hindrance or delay because all they have to do is to notify the Companies Office that they have been appointed. The Companies Office presumably would only require an authenticated copy of the minute. It would be done then by entering the names into the register as those with the power of attorney and the foreign individual or company could be informed that under Irish law these persons are authorised persons.
They could be furnished with a certificate from the Registrar.
That is in fact the way it is done at the moment.
Would it not be necessary to get into this Bill a section indicating that once this procedure had been complied with, the acceptance by the Registrar was the finalisation of the transaction; in other words that the Registrar would also have to certify accordingly. Otherwise, it would go on to somebody else and somebody else and so long as the last signature was not clearly identified, all the earlier identifications would be no use.
Yes, you must have some restriction.
It might be possible to put this in as an additional alternative open to Irish companies, without doing away with the existing procedure.
I should prefer to leave it that way. I would not like unduly to hinder or delay any Irish Company. I might make it permissive.
And indicate to people outside the country that the Registrar is the certifying authority that the person holds the power of attorney and in addition, you would have a section which says that is the final authority here.
Would it be in the interests of the company for us to provide that such a registration should be conclusive evidence, if, for example, as Deputy Sweetman says, the other company prefers the documents to be decorated with all kinds of seals.
Give him the baubles as well, if he wants them.
I would agree to consider an amendment to make it permissive but I would not like to provide for it exclusively. I shall consider an amendment to meet the wishes of the Committee.
Question put and agreed to.