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Special Committee Companies Bill, 1962 debate -
Wednesday, 6 Mar 1963

SECTION 140.

Question proposed : " That Section 140 stand part of the Bill."

This is a new section. The reason we have it is that we regard it as desirable that the annual general meeting of a company should take place within the State so that the shareholders will have an opportunity of attending the meeting. However, if it is desirable to have the meeting outside the State—for example, there are outside companies who establish businesses here—then if all the members of the company agree, or if a resolution at the immediately preceding meeting has been passed, the meeting can be held outside the State.

What is the position in the North?

There is nothing like this in other countries.

I know that but what I am thinking of is suppose a company were to hold its meeting in Newry.

Where does the U1ster Bank meet?

I suppose in Belfast.

It is incorporated in Belfast, not down here.

We use the words " the annual general meeting of a company ", and " company " is defined as a company formed or registered under this Act, or an existing company. What is an existing company ? Does that mean any company?

" Existing company " is defined in line 19, page 20.

It is intended to cover all the companies which have been registered under the Companies Acts since 1862 and indeed before that.

And a company which does not like the provisions of this section can alter its articles.

It can, yes.

I am sure the Revenue authorites had some finger in this pie. They wanted to get control for taxation purposes.

Would the Minister say is there any other purpose behind this section?

The main purpose is the convenience of the shareholders who are mainly within the State.

Where a company is controlled in the place where it is taxed and one of the tests of control is where you are holding your annual general meeting. As I say, I am sure the revenue authorities had a finger in this.

No, they had no hand in it at all.

What does subsection (2) mean ?

The object is to allow time for the company to make the necessary adjustments.

Might I suggest that the word should be the " next " annual general meeting? If you use the word " first " you mean the first annual general meeting after its incorporation and if you say the next annual general meeting it is clear beyond question.

I suppose it would be just as well, unless there might be some confusion about what " next " would then mean. I am not so sure.

Is that not changed under this ?

This might apply to companies which had held 50 annual general meetings.

Deputy Costello suggests that the matter might be met by saying " the annual general meeting held next on or after the operative date ".

That would make it quite clear. We will amend it accordingly.

Question put and agreed to.
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