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

SECTION 129.

Question proposed : " That Section 129 stand part of the Bill."

This section has, I think, some new content. The present situation is that it must be signed by the secretary alone. Now it must have two signatures by a director and by the secretary. That rules out, I think, a director, who is also a secretary, signing.

In the case of an obvious private company, in which there are only two or three shareholders, a small family, is it necessary to have two signatures ?

On the other hand, it should not be any great hardship in a case like that to get two signatures.

The position is that later sections of the Bill require that every company must have two directors and every company must have a separate secretary. Section 177 says :

A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.

That was put in to deal with the very situation the Deputy is thinking about.

There must be two people. I would be quite happy if it were a director and secretary or any two directors. Very often the secretary is a person who merely deals with the accounts, for taxation purposes, for example, and the two directors are husband and wife.

I think, if that could be done——

I do not press it now or require a decision now, but I suggest the Minister should examine it.

I can do that, yes.

There is also this point of view: if the secretary is ill, in order that that can be done, you have got to terminate his appointment as secretary, appoint a new secretary, terminate the latter's appointment when the former returns and appoint the former all over again, which seems to me to be an unnecessary procedure.

Yes. It seems two directors could easily replace the director and secretary.

Question put and agreed to.
The Committee adjourned at 9.20 p.m.
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