Léim ar aghaidh chuig an bpríomhábhar

Seanad Éireann díospóireacht -
Wednesday, 4 Dec 1963

Vol. 57 No. 3

Registration of Business Names Bill, 1963—Committee and Final Stages.

Sections 1 to 3, inclusive, agreed to.
Question proposed: "That Section 4 stand part of the Bill".

I have two points to raise on this section. One is in regard to subsection (1) (d) and the other relates to subsection (1) (e). We followed the 1916 Act here but we have put in that one of the particulars required is that in relation to nationality, if not Irish. The existing form requires particulars of nationality and there is no question of whether it is Irish or not Irish. The words "if not Irish" should be deleted because there seems to me to be a danger that if the nationality of every partner in the firm is not Irish there might be a blank and there might be an opportunity for someone not to put in the nationality. It would be far better if the nationality were stated quite categorically rather than to have the opportunity for someone to opt out and say: "I did not notice what was there. I just left it blank." I think it is a mistake to insert the phrase "if not Irish".

Secondly, I think there should be a further subsection to Section 41 requiring all other trading names under which any person is trading to be entered. We have in the Companies Bill a similar provision requiring directors to state their other occupations. They must state all the other directorships they hold. It is highly desirable that any person registering under either of these Bills should state all his other activities; otherwise someone may be able to hide himself under a variety of business names and there would be no means of linking one with the other. It should be possible to turn up the other activities of any person who is registered.

In the case of the first point the format in Section 4 of this Bill is the same as that adopted and now passed in Section 195 of the Companies Bill and it is desirable, if for no other reason than for the sake of consistency, that we should have the same form in both Bills. With regard to the merits of the point, I do not think any serious difficulty is created by having the nationality of the director in the case of the Companies Bill, or the partner in the case of the Business Names Bill, written in if it is not Irish; if it is Irish that would be obvious from the fact that it is not mentioned. In any event, to avoid having a litany, as we might have in the case of some companies or partners following the word "Irish", after the names of the directors and partners, only in the case of a person whose nationality is not Irish will the nationality appear. I think that is all that is required and even if I accepted that there was a real need for the suggestion made by Senator Ross for the sake of consistency it would be better to leave it as it is.

Would the Minister deal with my second point?

I am sorry, I almost forgot the second point. Again, I must refer back to the Companies Bill in order to deal with the second point. The Companies Bill, as the Senator pointed out, requires a director to include in the documents filed with the Registration Office for the purpose of the Companies Bill the names and particulars of other directorships or bodies corporate of which he is a member. That is for the protection of shareholders. In the case of the Registration of Business Names Bill, the purpose is td give an indication to people who would be trading with the particular partnership or firm who the owners of the firm are. I am advised that the same degree of protection is not necessary. Therefore, I do not think the point made by the Senator is sufficient to justify the introduction of an amendment to the Bill at this stage.

Surely the position in the Companies Bill is that not merely are the shareholders protected but people trading with the company are protected? The same is valid here. It is not shareholders here but people trading with somebody who is trading under a business name. I think it is a valid point that the same protection should be given to someone in respect of registration under this Bill as to someone trading with a company and inspecting the Companies Register.

Again, I should like to repeat that the purpose of this Bill is to indicate to the public generally who is doing the business in the case of a person or a group of persons using a business name. I cannot say I see the necessity here for that close degree of examination and disclosure of all other information as is required in the case of the Companies Bill. There is a part of the Bill which requires that the other business occupations of a person who is one of the partners or a person trading under a particular business name will be shown.

Section 4 refers to the type of registration to be effected—

...the present Christian name and surname, any former Christian name or surname, the nationality, if not Irish, the usual residence, and the other business occupation (if any) of each of the individuals who are partners, and the corporate name and registered or principal office in the State of every body corporate which is a partner;

In all these matters, you say "Christian name and surname". A lot of members of companies are not Christian. They are Jewish, Hindu, and so on. How is that to be met?

That is provided for in the interpretation section. Section 2, which says that "Christian name" includes any forename.

Thank you very much.

Question put and agreed to.
Sections 5 to 17, inclusive, agreed to.
Question proposed: "That Section 18 stand part of the Bill."

I should like to come back to the point I was making on the Companies Bill. Section 196 of the Companies Bill imposes on a company the obligation of putting on its letters, circulars, and so on, particulars of its directors unless it was registered before 23rd November, 1916. If a company were registered before 23rd November, 1916, then a company entitled "XY, Limited" can get out all the literature it likes on notepaper headed "XY, Limited" and it need not give any other particulars of any description.

It appears that for some reason it is thought desirable to put pre-1916 companies in a privileged position.

Section 18 of the Bill with which we are now dealing imposes on a limited company using a business name the obligation of giving full particulars of its directors, and so on, unless it is already covered by Section 196 of the Companies Bill. Therefore, while the pre-1916 company enjoys the exemption as a company it is not given the same exemption when it uses a business name. It is hard to see why there should be differentiation.

In reply to a point by Senator Ross on some other section, I heard the Minister say that for the sake of consistency it was necessary to do so and so. Here you have, I think, the height of inconsistency. I should like to hear the Minister's views on this matter.

Section 195 of the Companies Bill continues in effect what was existing law. I think I might go back to what I said when introducing the Registration of Business Names Bill. I said its original purpose was to provide for war-time conditions when in this country, as in Britain, it was necessary, because of these war-time conditions, that the people should know—and by "the people" I mean the authorities as well—who exactly was carrying on business under a business name. Therefore, the requirement then was of general application.

Section 18 continues that requirement, and as is indicated in paragraph (c) of subsection (1) there is an exclusion, as the Senator pointed out, of companies referred to in Section 196 of the Companies Bill but I do not really understand that there is any lack of consistency with what I said a while ago although perhaps at first sight it might appear so. The consistency I am talking of here is the consistency with what has been the practice and what is being continued in Section 18. The 1916 Act was to an extent less onerous because it related only to documents sent to a person "in any part of his Majesty's dominions". These words have now, of course, been omitted, so that the section applies to a business letter sent to persons in any part of the world. Subject to that the section continues in the main what the position was under Section 18 of the 1916 Act, so there the consistency lies. It is a continuation of a practice imposing certain conditions which was found to be useful and, therefore, it is only right that we should keep it of general application.

It may be consistent in preserving an inconsistency, but as I see it a company entitled AB Ltd which was registered in 1915 can send out letters to any place it likes under the heading "AB Ltd" with no particulars of its directors and that is considered to be safe and unobjectionable, but if the company AB Ltd registers the business name XY and sends out letters under that heading it must give particulars of its directors on that notepaper. I cannot see the necessity for that, because you can find out the directors of a limited company by searching in the company's office and you can find out the proprietors of a business name by making a search of the Business Names Register. It is inconsistent that once it registers a business name a company has to give particulars of the proprietors of the business name. I cannot see the necessity for this while not making a company do the same.

Question put and agreed to.
Sections 19 to 23, inclusive, agreed to.
Bill reported without amendment, received for final consideration and passed.