Mary Mitchell O'Connor (Dún Laoghaire, Fine Gael) | Oireachtas source

I move amendment No. 40:

In page 58, between lines 17 and 18, to insert the following:

“Further miscellaneous amendments of Principal Act

96. The Principal Act is amended—(a) in section 2(1), in the definition of “Director”, by the substitution of “952” for “954”,

(b) in section 408(1), by the substitution of the following paragraph for paragraph (c):

“(c) shares, including shares in a body corporate, bonds or debt instruments,”.

(c) in section 440(1)(a), by the substitution of “any charge created as a floating charge by the company” for “any floating charge created by the company”,

(d) in section 497(3), by the substitution of “draft terms of division” for “draft terms of merger”,

(e) in section 580(4), by the substitution of “in the form prescribed by the Minister” for “in the prescribed form”,

(f) in section 604(2), by the substitution of “subsection (1)(c)(i)” for “subsection (1)(i),”,

(g) in section 682(2), by the substitution of “in the form prescribed by the Minister” for “in the prescribed form”,

(h) in section 823(5), by the substitution of “section 895” for “section 894”,

(i) in section 1178(5), by the substitution of “section 1190” for “section 1189”,

(j) in section 1205, by the substitution—

(i) in paragraph (b), of “subsection (9)” for “subsection (8)”, and

(ii) in paragraph (c), of “subsection (10)” for “subsection (9)”,

(k) in section 1312(5), by the substitution of “section 1002” for “section 1004”, and

(l) in section 1317(1)(a)(iv), by the substitution of “section 1319” for “section 1318”.”.

The amendment addresses several issues. Paragraphs (a), (f) and (k) are technical and correct cross-references in the Companies Act 2014. Similarly paragraph (d) corrects a typographical error.

Paragraph (b) addresses a gap in Part 7 of the Companies Act. That part includes provision for the registration of charges with the Companies Registration Office. Section 408 defines “charge” for the purposes of Part 7 and provides that these types of charge do not include charges on shares. That is because shares are registered in another way. However, due to the combination of the definitions of a company and of a share in section 2 of the Act, shares in section 408 do not include shares in companies that are formed and registered outside Ireland. Paragraph (b) of amendment No. 40 is intended to clarify that shares in foreign companies are also excluded from the definition of charge for the purposes of Part 7.

Paragraph (c) is related to amendment No. 34. That amendment addressed the priority of a floating charge in the winding up. Here the intention is to do the same for receivership. This will restore the priority of preferential creditors, such as employees, and the revenue ahead of the holders of a floating charge.

Paragraphs (e) and (g) are related to amendment No. 35. As things stand, section 580 of the Companies Act provides that a report by a statutory auditor in a voluntary winding up by members of the company should be in a form that is prescribed by the rules of the court. It is the same in section 682 with respect to a liquidator to the Director of Corporate Enforcement. That is not what was intended. This amendment will clarify that the forms of the two reports should be prescribed by the director.