I am not happy about the implications of the word " printed " in this section. I am visualising that this Act will last a long time and that there will be coming in different and new forms of uttering words on paper. What is implied by that definition now ? It is the printing of matter by currently accepted processes. There are other possible processes that can be introduced and which would not come under the definition of " print " in its narrow sense. Does this mean that matters which are not produced by type in the conventional way will not be covered ? Take the electrical typewriter, for instance. The product of this device comes very near what we now regard as printed matter. Is there therefore any reason why the word " printed " should be retained ? In the old days there was a perfectly good reason for it, but now I think we would want to widen the term a bit. Is it necessary that all memoranda should be printed?
SECTION 7.
That point was actually taken up with our legal advisers and we were advised not to attempt a definition because this, and other matters, are within the discretion of the Registrar.
There is a statutory direction here that the matter must be printed. Must it be in fount type cast, or the other conventional methods of type processes ?
The Registrar decides what is to be printed and what is not to be printed.
The Section is new. The obligation to print memoranda is new. The obligation to print articles was always there.
I wonder if it is wise to attempt a definition here.
Can the Minister tell us whether, for instance, the sort of bulletin of the Department of External Affairs, got out on the electrical typewriter, is regarded as being printed or not ?
I can visualise a situation arising where, when you present something done on one of those electrical machines, it will be accepted by the Registrar in his discretion but in a law case somebody may come up and make the point in court that the thing was wrong from the beginning because the memorandum was not printed. What does one do about that ? Does the word " printed " appear in the Bill else-where ?
It does, in quite a number of sections. The Company Law Reform Committee did recommend that " printed " should be defined to include certain processes and it was when dealing with that recommendation that our legal advisers told us to stay away from it, that there had not been any difficulty about it in the past and that it was unlikely there would be any difficulty about it in the future.
Printing means work done in the traditional type-casting manner. It means cutting type in one form or another. If in the case concerning the setting up of a new company, a person is to take the point that the memorandum and articles were void because they did not comply with the Act—that the memorandum and articles were not printed—that would dispose of the case because the judge would possibly hold that " printed " was to be construed in the narrow legal sense, even if the Registrar had construed it to include an electrical typewriter. I am not so worried about an electrical typewriter. You have something to hang your hat on there. But, there are new processes and they will always be described as printing because there will be a battle between the old and the new and there are people who will want to keep " printing " confined to old processes and others who will want to extend it and, naturally, the word will be used to cover the lot.
There are two possible remedies and I should like the Committee to consider what we should do. First of all, we could attempt a definition of the word " printed ".
No.
Secondly—and this is my own thought now—we could give the registrar a statutory power to decide if a memorandum was printed and that would end the matter from there on.
You would end the matter completely if you put in a subsection in this or the appropriate place saying that for the purposes of this Act the registrar's decision as to whether a thing is printed or not will be final—or ruling.
Before I go on to consider that, would any other member of the Committee care to comment on it ?
Rather than putting it in like that, saying it should be printed, I would give the registrar power to prescribe the form of reduction to readable matter.
Yes, with a description though.
Yes. I am thinking, for example, it might be feasible to produce a memorandum—supposing a person were to produce a memorandum or articles of association and to photostat it. It would be just as good for everybody's purposes.
Except, of course, there has always been legally a difficulty about producing photographs of anything as evidence without going further back in the process.
I would not see any objection to the registrar having that power.
I would suggest it might be unwise to have it on the basis that the registrar should decide what was printing or what was not but that it should provide that the memorandum must be printed or produced by a process approved by the registrar.
I cannot recall for the moment what the process that is half-way between printing and stencilling is called.
Multilith.
That is one I am thinking of. Is that printing ?
An impression is made on very fine metal and the metal sheet is loaded into a machine and the virgin paper is pressed on the metal sheet and it is rolled off in that fashion.
What is the objection to having articles of association and memoranda typed ?
I do not know.
As Deputy de Valera pointed out, it is obvious why this was put in 1908 but this is 1963. We should be concerned with cutting down the costs in forming companies and, undoubtedly, the cost of printing articles of association and memoranda can be quite heavy on a small private company being formed—perhaps £20 or £30. Is there any objection to saying that the memorandum must be typed ? All sorts of official documents are typed. I am sure the number of documents required to be printed under law is very small. Is there any objection to keeping a file in the Companies Office with typed articles of association and memoranda?
Is there a possibility that a conflict might arise as to whether a copy was in fact a facsimile of the one lodged with the registrar ? If actual type has been set up and duplicate impressions have been taken there could be very little possibility of challenging it but once you get a typescript you can alter typescript rather more easily and then, for instance, if you have to submit a memorandum and articles of association in evidence before a court there might be some point raised as to whether there had been some omission, some deletion or some correction.
Have not they ordinarily to be certified as being copies ? The very fact that they are printed is not sufficient. You still have to certify, which I presume involves individual check of every sentence.
It gives the recipient of a memorandum which has been printed a sense of security that at least he has an authentic copy.
Registration of lands is just as important as registration of companies. Registration of lands does not require printed documents. Typed folios—you get certified copies of them. You get photostats. You can type out your memorandum and articles of association and it goes into the Companies Office. They put a seal on it and it is your official memorandum. Any objection is void. You get a certificate from the Companies Office and that is taken as a proper document. It does seem to me worth considering. Undoubtedly the cost of printing articles and memoranda can be heavy on people who want to form small companies with limited means.
Not only is the cost very heavy but it is an extremely slow process. It takes a few weeks to get articles from the printer.
There is in the Bill Section 143. Perhaps members of the Committee will look at subsection (2) of Section 143, where it gives the registrar a certain power. It says :
" A private company need not forward a printed copy of any such resolution or agreement as aforesaid to the registrar of companies "
—and this is what I suggest might be operative in this respect :
" if instead it forwards to him a copy in some other form approved by him."
And restrict it to private companies because, as far as public companies are concerned, the essence is that there would be as many copies of memoranda and articles as the members of the company might reasonably require. Private companies would need about half a dozen, at the outside.
The trouble about a thing like that is that the requirements might differ with different registrars. I am rather inclined against leaving it like that. I would be more in favour of making things as explicit as possible in the Act rather than leaving it to the discretion of an officer.
There is another point which seems to come out of this A memorandum must be printed. That is an absolute statement. InSection 14 there is an absolute statement that articles must be printed. I take it that applies to all companies. So that you have now, with the relation to Section 143, the anomalous position that the articles must be printed as an absolute statutory requirement although in the case of a private company the approved form will suffice for the registrar under Section 144.
Not of the articles.
I beg your pardon. Resolutions. There is no danger this will happen in that way ?
No.
I beg your pardon. It does bring out the danger of amending it in this particular way. I am sorry. I misread that form of the wording. There is a lesson to be learned from that, that you might not do it just that way. You would have to avoid that trap. If you are amending it to give the registrar permission as the Minister suggested, you will have to give him positive discretion to decide whether the thing is within the definition of " printed " or not. It will not be enough to enable him to accept
You could give him the alternative of getting it printed or typed. For a big company with unlimited resources you could let it go but the modest company ought to be entitled to get it typed. Give him the alternative—printed or typed.
Deputy Sweetman has a good point in relation to creating a distinction between public companies and private companies. I think we ought not to depart from the more positive obligation on public companies to have their memoranda in set form, that any discretion that may be given to the registrar should apply only to private companies.
From the point of view of printing, that comes back to the original narrow thought: are you going to prescribe it for a certain process only ? What does " printed " mean ?
I am afraid I would not be able to say.
Surely, if it is readable ? It should be readable.
May I impress on the Minister that this is not only a question of cost; it is a question of time ? I pay printers a rent for keeping the type of memoranda and articles standing. Even so, when I want them, with the variations that have to be made, I cannot get them in a hurry.
No. There is another point also in this. There is less risk sometimes in that way with the public company than with the private company. I think you will have to give discretion to somebody to decide exactly what is meant by the word " printed ". You cannot attempt a definition in the Act. Even if you did it could be out of date within five years' time the way things are going. You will have to give discretion. Discretion is less dangerous in the case of a public company than in the case of a private company.
The Land Registry accepts typed copies. That is a new departure—relatively new.
If you had " printed or typed ", would that not cover the most of the processes we have in mind ?
It would.
I suggest an amendment on the basis that in respect of private companies both memorandum and articles could be printed or typed.
I suggest that goes for public companies too. I see no reason why you should impose that on public companies. In fact, public companies will do it themselves but I see no statutory reason for imposing it and, secondly, in so far as there may be any objections to giving the registrar discretion in this matter the objections are more likely to be raised in regard to private companies than to public companies where the thing is a matter of public knowledge and interest.
If you are going to permit public companies to have memoranda and articles typed, you must also include a statutory provision that they must provide a copy at a fee of not more than 2/6d. to any shareholder because otherwise you will find the bad public company will fob off the shareholder by saying : " It is going to cause terrible trouble to type the whole copy. Sure, you do not really want it". If you have the statutory provision that they must furnish them, it would get over the difficulty.
Does the printing get over that ?
It does. If they are printed they cannot argue it is going to cause trouble because they have to have them there.
There is an obligation in the Bill to supply them.
Oh yes, there should be.
Is it the obligation to supply at a cost ?
At a cost, yes—Section 29.
To come back to my original point, if " printed " is there, it is absolute and it is subject to a definition and, perhaps, argument in court as to what " printed " means, and it has a limited customary meaning.
If the Committee would agree then—it is difficult for us to agree on trying to get a definition of printing and I think it would be wrong for us, particularly in view of what Deputy de Valera said, to the effect that a process might be out of date in a couple of years—I suggest that I might be given an opportunity of consulting with the registrar and I could report back to the committee in any event and submit an amendment if I feel it is necessary. In any event, any other member of the Committee will be free to submit an amendment at the appropriate time.
Regulations will have to be made and these will be detailed, but in deference to the views expressed by Deputy Costello that there would be changes from time to time according to who was registrar, I believe the pattern ought to be set now. It might be laid down in the Minister's statutory regulations that the Act precluded printing or that the Minister would make a regulation stipulating that the memoranda and articles of public companies shall be printed but that those of private companies should be printed or typed.
It is the best way of ensuring that there would be no variations between the decisions of different registrars.
I shall consider doing that.
Do we come back to Section 7 ?
Yes, later on.
And we will still have an opportunity of discussing this matter of printing or typing ?
Certainly.