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Special Committee Companies Bill, 1962 debate -
Thursday, 21 Feb 1963

SECTION 111.

Question proposed : " That Section 111 stand part of the Bill ".

This section is new.

Was it recommended by the Companies Bill Committee ?

Was it recommended by Jenkins ?

It has been in operation in Britain since 1929.

The whole, or part, of the section ?

The whole of the section.

It says " which has an established place of business in the State ". In other words, if a foreign company has a charge on property in the State, and does not carry on a business, is it by the very fact that it is a security charge carrying on a business, the business of having the charge ?

The idea is that it must be carrying on business here. These words relate to a subsequent Part of the Bill which imposes requirements on foreign companies which have a place of business here. Normally the provisions of the Bill apply only to Irish companies, but a later Part applies certain provisions to foreign companies which have a place of business here.

Suppose they have not got a place of business here and that they secure a charge on land in this country.

There would not be much point really in obliging them to register then.

Because the whole idea of this provision is to protect people who are entering into business relations with foreign companies trading here.

There is at present—I was trying to check to find the section ; I know a great many of these things exist but it is not always easy to turn up the reference—a provision that a foreign company that carries on business here must file the name of the person on whom documents can be served by process of the court. Would it not be more appropriate that it should be that address of the person on whom the documents have to be served rather than the principal office of the company in the State ? What is worrying me is that, suppose I want to inspect a register of charge of a company outside the State, a company that operates three, four, or more places of business, how am I to know which is actually the principal place of business in the State ? If I can go to the Companies Office I see there the filing—I think it is Section 73 of the 1908 Act——

Section 274.

Of the existing Act?

Yes, in relation to foreign companies.

If I can go to the Companies Office for a foreign company and I see that the foreign company is filed that process may be served on John Jones at 3 Lincoln Place, should we not deem John Jones of 3 Lincoln Place to be the office at which this register would be kept ?

Under Section 352(3) we continue these provisions of the 1908 Act. I think that a person looking at the papers filed in relation to a foreign company would be able to find its principal office in the State.

Why? " An established place of business." Take the simplest answer to the whole matter hire-purchase companies who have all sorts of offices. How is the person to decide whether the principal office is in Dublin or Cork if they have offices in both places? The Minister might assume it was in Cork while I might assume it was in Dublin. Is it not a mistake to have different places possible for different things? It must file and say where a process can be served on it and is it not better to say the same thing in relation to Section 111?

Yes, that is a good point. There should be no obligation on a person to try to establish which is the principal office. We shall consider amending that accordingly.

Question put and agreed to.
Section 112 agreed to.
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