Companies Bill 2012: Report and Final Stages
No. 116 of 2012 ›
Before we commence, I remind the House that Senators may speak only once on Report Stage, except the proposer of an amendment who may reply to the discussion on that amendment. I also remind Members that on Report Stage each amendment must be seconded.
Comment on this
The purpose of this amendment is to ensure greater clarity in interpretation. No substantive change is made to the Bill. The amendment refers to any provision in a former enactment. This section provides that the repeal of previous Companies Acts does not affect companies incorporated under those repealed Acts. It provides that documents referring to repealed Acts are to be read alongside the corresponding provisions of this Bill. This section preserves the appointment of officers, registers, funds and accounts. The other amendments in this group arise as a result of this amendment and are technical in effect and nature.
Comment on this
The purpose of these grouped amendments is to provide for existing documents that contain a definition of "subsidiary" or "holding company" that is based on the construction of section 151 of the 1963 Act. It is important to provide certainty in law and to ensure the continuity of such an expression unless parties agree otherwise.
Comment on this
The purpose of this amendment is to assist with the interpretation of this Bill. Due to the very technical nature of the Bill, the draftsman has concluded that a clarifying provision along the lines of the proposed amendment is necessary to ensure a clearer reading of the Bill's structure. It is important that the reader understands that Parts 16 to 25, inclusive, may have an impact on private limited companies in certain circumstances.
Comment on this
The purpose of these amendments is to clarify that "holding company" and "subsidiary" are not to be read as covering only private companies limited by shares. With a close reading of Part 6, for example, a reader will see that it actually provides a firm indication that "holding company" and "subsidiary" are not to be read in a restricted fashion. Nevertheless, it was felt prudent to ensure this section is not read in isolation from such sections nor undue emphasis placed on the words "unless expressly provided otherwise". Due to the structure of this Bill and the manner in which various Parts apply to specific company types, it has been necessary to introduce corresponding amendments in relevant Parts for other company types.
Comment on this
Amendments Nos. 6, 77 to 84, inclusive, 156, 157, 159 and 160 are related and may be discussed together.
Comment on this
The purpose of these amendments is to update the legislative reference to a recent enactment.
Comment on this
The purpose of this amendment is to clarify that this section does not apply to an external company that could, by constitution, be either categorised as a private limited company or a designated activity company in this jurisdiction. The amendment provides a dispensation to an external company from having to used the words "limited", "LTD", "designated activity company" or "DAC" in their names. The purpose of this provision is to continue to enable external companies to carry out their business in Ireland. A similar dispensation was granted to industrial and provident societies in the Seanad on Committee Stage.
Comment on this
Amendments Nos. 8 and 10 are related and may be discussed together.
Is that agreed? Agreed.
Comment on this
I move amendment No. 8:
In page 88, line 34, to delete "privileges." and substitute the following:
"privileges,
in so much as such action does not undermine or take precedence over a person's right and entitlements as provided for in existing legislation or international treaties and agreements to which Ireland has signed up to.".
I welcome the Minister of State. As this is the first time I have seen him here since his appointment, I wish him all the best in his role.
The two amendments arise from committee proceedings. We still have a concern about companies being regarded as a legal entity and having the same rights and "full and unlimited capacity" as a human being. It is one of the most striking but unremarked upon changes in the Bill and which is contained in section 38. It gives companies the same capacity and authority as a human being. I do not have a difficulty with the idea behind the change, but I have a concern about giving "full and unlimited capacity to carry on and undertake any business or activity, do any act or enter into any transaction" and having the full rights and privileges as a human being as going too far.
Amendment No. 10, which is similar, states:
In page 89, between lines 6 and 7, to insert the following:
"(2) In the case of a clash of "rights and privileges" a natural human being's rights and privileges would always take precedence over a company's.".
It is difficult to determine the ultimate use that companies and directors will make of this provision. In the United States where there are similar situations, this type of right has resulted in companies claiming a breach of their human rights when they are required to allow inspections of the workplace or that their human right to free speech is infringed upon by advertising rules or that laws dealing with unfair labour practices such as holding anti-union meetings, are contrary to their employment of their human rights. That is a difficulty we have. We agree with the Irish Congress of Trade Unions that a human being their human rights need to be protected first and foremost above and beyond any company which would be given, as the Bill does, the same full and unlimited capacity and which would be seen then as a legal person in legal terms. These issues have been discussed at length on Second and Committee Stages, but we are not convinced that our concerns have been taken on board. That is the reason we have resubmitted the amendments on Report Stage.
Comment on this
The purpose of this amendment is to make this provision permissive rather than mandatory for companies. The advantage of this amendment is that a company can choose to grant unlimited authority to a person to act on behalf of the company and, if they do so, they will notify the Companies Registration Office. There was concern that making it mandatory would create unnecessary additional administrative burdens on both companies and the CRO.
Comment on this
I move amendment No. 10:
In page 89, between lines 6 and 7, to insert the following:
"(2) In the case of a clash of "rights and privileges" a natural human being's rights and privileges would always take precedence over a company's.".
Comment on this
Government amendments Nos. 11 and 12 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these two amendments is to bring this section in line with the Powers of Attorney Act 1996 and the Land and Conveyancing Law Reform Act 2009. The use of a seal is no longer necessary to empower a person to execute deeds or other matters on behalf of a company.
Comment on this
The purpose of this amendment is to clarify the manner in which this section, which clarifies that the law applicable during the transition period for a private company limited by shares is the law governing designated activity companies, applies to semi-State companies and other companies formed pursuant to a statute.
Comment on this
Government amendments Nos. 14 and 164 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
This group of amendments provide for the procedure for re-registration of an existing private semi-State company as a designated activity company. The purpose of these amendments is to ensure clarity in relation to existing semi-State companies. It is possible that the private company limited by shares model may not be an appropriate fit for existing semi-State companies. The legislation governing them could not have foreseen the innovation of a one document constitution that the Bill, when enacted, will provide. The schemes governing such companies are premised on them being two document companies, that is, their incorporation is governed by a memorandum and articles of association. This amendment makes it clear also that a semi-State company, under its new guise as a DAC, will be subject to the same terms of its governing legislation as it was before it re-registered. The associated grouped amendment No. 164 exempts semi-State bodies from having the terms "limited", "designated activity company" and so forth at the end of their names.
Comment on this
The Minister of State is welcome. He has used the words "semi-State company" about six times. I recall somebody saying to me some years ago that we should not use that term; they are all State companies. They are not semi-State, although there may be some semi-State in them. They should be called State sponsored companies rather than semi-State. I believe that would be the more correct term to use. I am not suggesting any change to the Bill.
Comment on this
It might send shockwaves to the Bill if we tried to change it for this purpose. It is an issue I will bear in mind and will raise with my colleagues in the Department.
Comment on this
Government amendments Nos. 15, 31, 38, 39, 63, 65, 105, 109, 117, 148, 168, 169 and 172 are technical drafting amendments and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
These are technical amendments that purport to correct the language used in a section or to insert missing words. The purpose of all the amendments in this group is to aid with interpretation and understanding.
Comment on this
The purpose of this amendment is to ensure existing law is carried into this Bill. The 2001 Act provided an exemption to section 32 of the 1963 Act. In simple terms, this allows a subsidiary, whether limited or unlimited, to hold shares in its listed parent where that subsidiary is a member of an approved stock exchange. This permits market making in a parent's shares.
The amendment proposal maintains existing law. It replicates section 32 of the 1963 Act as amended by section 111 of the Company Law Enforcement Act. If the subsidiary is a member of an approved stock exchange acting in the ordinary course of its business as a professional dealer in securities, the restrictions and limitations of the acquisition of shares by a subsidiary in its holding company will not apply. A holding company must treat such shares as treasury shares.
Comment on this
Government amendments Nos. 17, 119 and 120 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
This is a refinement to clarify that the term "properly prepared" refers to statutory financial statements and not also to the "initial" and "interim" financial statements. This provision is only applicable to public limited companies and therefore a deletion is necessary in this section. Amendment No. 120 remedies the position in Part 17 which governs alterations and modifications of the general law to public limited companies.
Comment on this
Amendments Nos. 18 and 19 are cognate and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
I move amendment No. 18:
In page 166, line 28, after "on" to insert "and managed and controlled".
This was dealt with on Committee Stage, but the two amendments tabled are another attempt to strengthen protection for employees. As the Minister of State knows from his previous role as Chairman of the Oireachtas Joint Committee on Jobs, Enterprise and Innovation, there has been a plethora of abuses and cases where workers have had to fight tooth and nail to get their entitlements. Our amendments are designed to ensure proper protection for workers in these circumstances and that when they put their time and energy into making a profit for a company, they should be protected.
Comment on this
To what amendment is the Senator speaking?
Comment on this
That is what the amendments have been designed to do.
Comment on this
I move amendment No. 19:
In page 166, line 41, after "trade" to insert "and is managed and controlled".
Comment on this
The purpose of the amendment is to clarify that electronic means may be used to deposit the instrument of proxy. The current wording might suggest "deposited" means physically left at and not sent by electronic means, which would be contrary to the spirit of the Bill which aims, where possible, to reduce administrative burdens on companies by availing of methods to simplify matters.
Comment on this
Amendments Nos. 21 and 22 form a composite proposal and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of the amendments is to clarify that subsection (6) applies but that the Minister may, as he or she considers appropriate, regulate in this matter.
Comment on this
Amendments Nos. 23, 24 and 27 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to highlight that certain fiduciary duties of directors derive from statute and that such duties are not subject to the same rules and principles as common law provisions would be.
Comment on this
Amendment No. 25 is consequential to amendment No. 26, therefore, amendments Nos. 25 and 26 may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to ensure a company may exercise its right regarding a director's power to exercise independent judgment by general resolution.
Comment on this
Amendments Nos. 28 and 29 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to strengthen the law governing the existing offence of officer in default. The amendment clarifies that a company officer may have a legitimate defence to a committed default.
Comment on this
I move amendment No. 30:
In page 266, between lines 37 and 38, to insert the following:
"(d) a certificate of tax compliance,".
This issue was discussed on Second and Committee Stages. It is important that companies operating in these areas are tax compliant and the amendment provides that companies making an annual return must also provide a certificate of tax compliance as part of the process. This is to ensure no company can continue to be registered if it is not fully tax compliant. On Committee Stage the Minister stated it might be difficult to synchronise the annual returns with tax returns and I have sympathy with this, but there is no reason the most recent tax certificate, perhaps for the previous year, would not suffice. It would be good practice and would give confidence to all elements in the chain of supply if people had a tax certificate. A number of examples were given to us of contractors using subcontractors who were not tax compliant for many years, built up an exposure and eventually went out of business. It would add value to the Bill and I ask the Minister of State to consider the issue.
Comment on this
The purpose of the amendment is to provide for a more precise definition of "net assets", which is to be used in determining whether a company has not maintained adequate accounting records in accordance with the Bill.
Comment on this
Amendments Nos. 33 and 34 are cognate and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of the amendment is to ensure the Courts Service has greater flexibility in listing the court in a given district. The existing reference is too limited in scope and could cause undue delay as to when a court hearing would be set as some District Court areas only sit once a month.
Comment on this
Amendments Nos. 35 to 37, inclusive, 41 to 50, inclusive, 74 to 76, inclusive, 114, 134, 144 and 150 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
I wish to correct the record as I made a slight error when discussing amendment No. 33. In case there is confusion, the purpose of amendments Nos. 33 and 34 is to remove the incorrect reference to a company not having elected to prepare IFRS group financial statements.
Comment on this
That is clarified and I thank the Minister of State. Has he spoken on the grouping which includes amendment No. 35?
Comment on this
We will start again. We are discussing amendments Nos. 35 to 37, inclusive, 41 to 50, inclusive, 74 to 76, inclusive, 114, 134, 144 and 150.
Comment on this
The purpose of these amendments is to ensure the audit exemption criteria are in line with Article 52 of Directive 2013/34/EU which must be transposed into national law by July 2015. The aim of the directive is to simplify the accounting requirements for small companies and improve the clarity and comparability of companies financial statements in the European Union.
The new directive takes a small company or group as a starting point and imposes additional requirements on medium-sized companies and groups and even more requirements on large companies and groups, as well as on public interest entities, those essentially being listed companies and banks and insurance undertakings regardless of their size or whether they are listed. This is described as the "think small first" approach. These amendments also make provision for the securitisation requirements arising from the directive and many people will be happy to see them pass after being discussed a great deal on Committee Stage.
Comment on this
Sin é.
Government amendment No. 44:
In page 349, to delete lines 17 to 36 and substitute the following:
“Audit exemption not available where notice under section 334 served
361. (1) Notwithstanding that section 358# is complied with, a company is not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the company.
(2) Notwithstanding that section 359 is complied with--
(a) a holding company and the other members of the group are not entitled to the audit exemption referred to in that section in a financial year if a notice, with respect to that year, is served, under and in accordance with section 334(1) and (2), on the holding company (irrespective of whether such a notice is served under and in accordance with those provisions on one or more of the other members of the group),
(b) where no such notice has been served, under and in accordance with those provisions, on the holding company but one has been so served on another member of the group, then that member is not entitled to the audit exemption in the year concerned irrespective of whether its holding company and any other members of the group avail themselves of the audit exemption in that year (but this paragraph is not to be read as diminishing the extent of the audit exemption, so far as it relates to the holding company’s group financial statements, that is availed of by the holding company).”.
Government amendment No. 49:
In page 352, to delete lines 22 to 27 and substitute the following:
“(5) Section 363 shall apply for the purposes of this section as it applies for the purpose of section 358 with the substitution in subsection (1)--
(a) for the reference to section 358 being complied with of a reference to the condition specified in subsection (2) of this section being satisfied, and
(b) for the reference to the audit exemption referred to in section 358 of a reference to the dormant company audit exemption.”.
Comment on this
The purpose of this amendment is to clarify the definition of "claims and rights" in respect of any money or deposit credited to an account of a financial institution consisting of shares, bonds or debt instruments.
Comment on this
The purpose of this amendment is to remove the onus on the registrar to assess the nature of particulars submitted to her or him. The reality is that almost all filings are submitted to the registrar electronically and the Companies Registration Office, CRO, has no role in interpreting the details submitted in the prescribed forms.
Comment on this
Amendments Nos. 53 and 54 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to update the subsection references to ensure section 316(2) of the 1963 Act is fully enacted.
Comment on this
Amendments Nos. 55 and 59 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
This is a technical amendment and its purpose is to remove an obsolete cross-reference.
Comment on this
Amendments Nos. 56 to 62, inclusive, and 125 to 130, inclusive, are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to cater for the consequences of a merger on leasehold property legally classified as chattels real or immovable property. The language of the provision has been improved in order to increase certainty with respect to the property transactions and, thus, to reduce the paperwork and costs to businesses associated with the merger.
Comment on this
Amendment No. 57 is included in the first additional list of amendments, dated 30 September 2014.
Comment on this
Amendment No. 61 is included in the first additional list of amendments, dated 30 September 2014.
Comment on this
Amendments Nos. 64, 67 and 68 are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
This is a technical amendment to assist with interpretation.
Comment on this
Amendments Nos. 69 to 71, inclusive, form a comprehensive proposal and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to preserve the existing factors concerning strike-offs that have been initiated by the Revenue Commissioners.
If Revenue has given the registrar notice under section 882(3) of the Taxes Consolidation Act 1997, the registrar is bound pursuant to section 726(b) of this Bill to effect involuntary strike-off of the company from the register. For the registrar to have powers to restore such a company administratively to the register, the registrar must be in receipt of a letter of no objection from Revenue.
Comment on this
Amendments Nos. 72 and 73 are cognate and may be discussed together. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to change the reference to "Minister for Finance" to the "Minister for Public Expenditure and Reform" to reflect the reality that the function under the State Property Act 1954 transferred in July 2011 to the Minister for Public Expenditure and Reform under the Ministers and Secretaries (Amendment) Act 2011 and Statutory Instrument No. 418/2011 - Finance (Transfer of Departmental Administration and Administrative Functions) Order 2011.
Amendment agreed to.
Amendment agreed to.
Amendment agreed to.
Comment on this
Amendments Nos. 85 and 86 are related and may be discussed together. Is that agreed? Agreed.
Comment on this
The purpose of this amendment is to be more precise about the category of the offence which is subject to summary prosecution.
Comment on this
The purpose of this amendment is to address the EU requirement in relation to Directive 2012/17/EU. Under EU law, it is necessary to have a positive statement in law to the effect that information will be available as required by law and that this must be stated in order that third parties can rely on the information.
Comment on this
Amendments Nos. 88, 89, 93 to 97, inclusive, 99 to 104, inclusive, and 106 to 108, inclusive, are related and may be discussed together. Is that agreed? Agreed.
Comment on this
These amendments relate to the deletion from the remit of the supervisory authority of certain existing but uncommenced functions. The function concerned is what is known as a section 26 review, namely, a review of whether accounts comply with Companies Acts. The section 26 review was introduced in the 2003 Act and provided the supervisory authority with the novel power of requiring the ratification of the accounts of large organisations where such accounts fail in some respects to comply with the accounting requirements of the Companies Acts. The reason for the proposed deletion of the references is that these references are now deemed to be obsolete and unsuitable for commencement. The transparency directive has provided the supervisory authority with a more targeted and effective way of dealing with companies' accounts.
Comment on this
Amendments Nos. 90 to 92, inclusive, are related and may be discussed together. Is that agreed? Agreed.
Comment on this
The purpose of this amendment is to ensure that the supervisory authority may also levy designated activity companies, DACs. This was always intended. Section 917 of the Companies (Auditing and Accounting) Act 2003 refers to private companies limited by shares. As Members will be aware, a designated activity company is also a type of private company limited by shares and to omit such a company from the levy would be incongruous.
Government amendment No. 95:
In page 722, to delete lines 23 to 38, to delete pages 723 and 724, and in page 725, to delete lines 1 to 10.
Comment on this
The purpose of this amendment is to make provision for the supervisory authority in relation to the confidentiality of information it obtains in the exercise of its functions. It also identifies information obtained pursuant to this Bill that may be disclosed to State bodies and statutory authorities such as the Minister for Finance, An Garda Síochána, etc. A breach of confidentiality of information committed by a person associated with the supervisory authority such as staff, advisers, etc., is deemed to be a category two offence.
Amendment agreed to.
Amendment agreed to.
Comment on this
The purpose of this amendment is to remove incorrect references from the table of this application.
Comment on this
Amendments Nos. 113, 121, 133 and 143 are cognate and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of this and other amendments in the group is to clarify that a single member company of any type, whether a designated activity company, a private limited company or so on may dispense with the holding of an annual general meeting.
Comment on this
The purpose of this amendment is to remove an amendment inserted on Committee Stage. On close inspection, the amendment has proved to be unnecessary and potentially confusing for practitioners and others. I am satisfied the existing law relating to the acquisition of shares is essentially reflected in Part 3, section 102(1), which states that for any company, a requisite for a share acquisition is that the share is fully paid up.
Comment on this
The purpose of this amendment is to make provision for the restriction and exemptions for directors of public limited companies. It makes it clear that a director of a public limited company may not vote with regard to contracts or arrangements in which the director has an interest. This rule can be altered by the public limited company's constitution. In addition, the proposed amendment makes statutory provision for certain exceptions where a director may vote in matters of interest.
Comment on this
This amendment corrects the language of a subsection in order to ensure correct interpretation. The name of any unlimited company, irrespective of the type of unlimited company, shall be governed by section 123(6) and 124(6).
Comment on this
This amendment provides the Minister, in exceptional circumstances, with the power to exempt an unlimited company from having the title "unlimited company" in its name. The related amendments extend this power to those sections also. The requirement to have "unlimited" in the name is a new administrative requirement under the Bill. As there are many companies which are long established as unlimited companies, it was considered that it would be safer to have an exempting power should unforeseen circumstances arise after the Bill is enacted.
Comment on this
This amendment clarifies that section 1236 is subject to section 1246 which provides for the transitional rule for an existing unlimited company with regard to its name.
Comment on this
The purpose of this amendment is to modify the manner in which section 94 which governs transfer of shares and debentures applies to any unlimited company that has share capital.
Comment on this
Amendments Nos. 145 to 147, inclusive, are related and may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
These are technical amendments that update the relevant directive references from the 1968 directive to the recast directive on public disclosure of certain companies' information.
Comment on this
The purpose of this amendment is to ensure a society registered under the Industrial and Provident Societies Acts may also avail of this provision. The purpose of this section is to provide for an unregistered company to register as any of the company types, that is, a private limited company, unlimited company and so forth, provided for under this Bill. The amendment maintains the existing terms set out for such societies in the 1963 Act.
Comment on this
The purpose of this amendment is to revert to the position in existing law and disapply section 225 for Part 24 companies. It was never intended that investment companies would have to comply with the directors' compliance statement requirement. Investment companies are subject to additional regulation from the financial sector in relation to compliance. Investment companies often use service companies for administrative purposes. Thus such companies are already subject, as an alternative company type, to the requirements of section 225.
Comment on this
Amendment No. 155 is consequential on amendment No. 154. Amendments Nos. 154 and 155 may be discussed together, by agreement. Is that agreed? Agreed.
Comment on this
The purpose of these amendments is to update the references to the provisions of the alternative investment fund managers directive regulations which have been altered in 2013. AIFMD refers collectively to the alternative investment fund managers directive, Directive 2011/61/EU, and Commission Delegated Regulation (EU) No. 231/2013. Directive 2011/61/EU was transposed into Irish law under the European Union (Alternative Investment Fund Managers) Regulations 2013, the AIFMD regulations, on 16 July 2013.
Comment on this
The purpose of this amendment is to clarify that the Comptroller and Auditor General is entitled to carry out statutory audits of companies not trading for gain. It also clarifies that the Comptroller and Auditor General is entitled to carry out audits of statutory financial statements of any company not trading for gain in which he is appointed, under an enactment, the auditor of that company.
Comment on this
This is an insertion of missing words. The reference ought to be to what is legally understood to be a body of accountants, not merely any body.
Comment on this
The purpose of these amendments is to ensure the existing law in relation to public auditors is maintained. The proposed amendment relates to the prohibition on connected persons acting as auditor of a society, at present covered by section 187(3)(a) to (f) and (4)(a) to (d) of the 1990 Act. The amendment also exempts the Comptroller and Auditor General from the section. A connected person is defined in relation to company directors in section 220 as a spouse, civil partner, brother, sister or child, a trustee of a trust of which the beneficiaries are the director and-or his family, a body corporate that the director controls, and any person who is in a partnership with the director.
Comment on this
The amendment was taken with amendment No. 162.
Comment on this
My apologies. The amendment is grouped with amendment No. 166. Amendment No. 163 imports section 8 of the Companies Miscellaneous Provisions Act 2013 into the Bill. As a result of this amendment, all the company law related provisions of the 2013 Act have been-----
Comment on this
Yes. When I spoke to amendment No. 162, I covered amendment No. 163. Did I not group the two amendments together?
Comment on this
They were not grouped. Does the Minister of State wish to repeat himself? He does not have to if he does not wish to do so. Perhaps he might clarify that he has dealt with them.
Comment on this
I spoke to them and took amendments Nos. 162 and 163 together.
Comment on this
For clarification, the Minister of State spoke to amendment No. 163 when he replied to amendment No. 162. Is that correct?
Comment on this
This amendment incorporates section 8 of the Companies (Miscellaneous Provisions) Act 2013 into the Bill. As a result of this amendment, all of the company law related provisions of the 2013 Act have been consolidated into the Bill, and when it is passed, the 2013 Act can be repealed. The amendment empowers the Minister to make provision with regard to third country audit and entities on companies falling within Regulation 113(2).
Comment on this
This is a technical amendment. The reference to a paragraph is incorrect.
Comment on this
The purpose of this amendment is to update the legislative references. SI 396 of 1992, the European Communities (Consolidated Supervision of Credit Institutions) Regulations 1992 have been revoked by SI 475 of 2009, the European Communities (Credit Institutions) (Consolidated Supervision) Regulations 2009.
Comment on this
This amendment updates the reference to the European Union (Capital Requirements) Regulations 2014, SI 158 of 2014. It has revoked SI 267 of 1996, the Supervision of Credit Institutions, Stock Exchange Member Firms and Investment Business Firms Regulations 1996.
Comment on this
I thank the Senators for their valued contributions to the debate on the Companies Bill 2012. I welcome the general expressions of support for the Bill and I am glad that it has passed all Stages.
I was not present for the initial debate on Committee and Report Stages, but I know that Members raised many issues and engaged with the process. I thank them for their hard work. There were many positive contributions spanning across a range of issues. Some of the issues raised were not necessarily about this legislation, but we have taken note of them. I thank Members for the collaborative approach taken to the development of the Bill. I dealt with the Bill in committee and at all times members were supportive of the general thrust of the Bill and were genuinely trying to work on it to ensure it would be enacted. I appreciate the time and effort of members from all parties.
It is a landmark Bill that has involved years of work. I think it has been worked on for between ten and 12 years in the Department, the Office of the Parliamentary Counsel and the experts in the Company Law Review Group also. The overall rationale for the Bill is to improve Ireland's competitive position as a location for business investment, and the objective is to have the legislation enacted as soon as possible.
I thank Members for their co-operation in the passage of the Bill. I appreciate it.
Comment on this
It gives me great pleasure to congratulate Deputy Damien English on his appointment as Minister of State at the Department of Education and Skills and at the Department of Jobs, Enterprise and Innovation with special responsibility for skills research and innovation. I know how dedicated he is, as I have had the pleasure of being a member of the Committee on Jobs, Enterprise and Innovation when he was the Chairman. I have said before that I think he should have been promoted before now, but it is better late than never. I have complete confidence in him in his role as Minister of State and I am delighted about his appointment.
I congratulate all the civil servants who, together with various Ministers, worked on this complex Bill in the past 12 years. The Bill brings company law into the 21st century and it is no mean feat that we have the Bill before us. The essential objective of the Bill is to improve Ireland's competitive position as a location for business investment.
Comment on this
I join Senator Mary White in congratulating sincerely the Minister of State, Deputy Damien English on his recent appointment. I, too, had the pleasure of seeing him in action as Chairman of the Joint Committee on Jobs, Enterprise and Innovation. He acquitted himself well during the years.
This is significant legislation, as the Minister of State has said. It is the culmination of many years of hard work by politicians and public servants. It is designed to bring company law into the 21st century, to make it easier to do business in the country, and to ensure business becomes more competitive. It is a significant day for the Oireachtas. I am very pleased the Minister of State, as one of his first tasks, has steered this Bill successfully through the Seanad.
Comment on this
I join in the chorus of congratulations to the Minister of State on his new role. It is great to be at the forefront of introducing this seminal Bill. It is a great piece of law and I understand 12 years were spent in researching, drafting and working on it. Well done to everybody in the Department of Jobs, Enterprise and Innovation and to the foresight of the Ministers who have gone before the Minister of State. If we are to continue to attract multinational companies to our shores, it is very important we have a proper legislative framework in the company law arena.
I wish the Minister of State well for the remainder of his term.
Comment on this
I have congratulated the Minister of State twice already and I am afraid it will not be third time lucky because I do not want him to get too comfortable. We will obviously have to hold him to account in the next 14 to 15 months. There is a report that relates to the south east that I want the Minister of State to implement.
It seems a long time ago since the briefing sessions on this Bill were arranged and we were brought to a presentation in Agriculture House. We were brought through a very lengthy PowerPoint presentation that went on for hours but it was worthwhile to have had the Bill discussed with us. As one of the other speakers said, the previous Government also had a hand in the preparation of the Bill, as the Bill was a long time in the making. It brings company law into the 21st century and consolidates many Acts that needed to be consolidated. It is a very important Bill and it is a good legislation. I am happy that we were in a position to support it.
Comment on this
I thank the Members - Senators Michael Mullins, Lorraine Higgins, Mary White and David Cullinane - for their kind comments. They are correct. It is good to get the job done, but it has been a pleasure to work on this Bill and to be involved in the Committee Stage debate during its deliberation by the Joint Committee on Jobs, Enterprise and Innovation because we were able to see it progress through the committee, the Dáil and the Seanad.
It has been said it has taken a long time for me to be appointed to ministerial office, but I am pleased I went this route because the years I spent on the Joint Committee of Jobs, Enterprise and Innovation were very important. I know some of the Members in front of me have put a great deal of work into the Committee Stage of this Bill as well as other Bills. The work of committees is not always recognised and it is a credit to the Members also.
The Companies Bill 2012 is a significant body of work and, as Senator David Cullinane said, we received the English version and went through the briefing documents and attended the presentation on it. I thank the officials who are present from the Department of Jobs, Enterprise and Innovation. A great deal of work went into ensuring members of all parties were brought up to speed on it and were brought on the journey of the passage of the Bill. That helped to fast-track the passage of the Bill through all Stages in both Houses. This is the right way to process legislation. A great many people were involved and everybody engaged in the process of consultation. The Company Law Review Group were very busy working on it and all Members had a full chance to be involved and took the opportunity to do so.
I am glad to be present for the debate on the Report and Final Stages of the Bill. I again thank Members for their kind comments. I hope we can work together again. We will not always agree, but that is part of the process.
I confirm that the document and report that Senator David Cullinane submitted was put on the agenda of the first management meeting I attended. We will work on it and I believe an interesting development is making progress in the south east.