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Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I am considering introducing amendments to section 2, as amended, on Report Stage. These amendments will tidy up the language used in the definition of "statutory auditor" by removing the incorrect reference at the beginning which states "(within the meaning of those Regulations)" and purport to clarify further how sole directors are treated within a company's constitution. I am aware that...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 4: In page 85, line 21, to delete “NACE Rev. 1” and substitute “NACE Rev. 2”.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 5: In page 86, between lines 25 and 26, to insert the following:“Company to carry on activity in the State and prohibition of certain activities 18. (1) A company shall not be formed or registered unless it appears to the Registrar that the company, when registered, will carry on an activity in the State. (2) A company shall not carry on the activity of a licensed...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: This series of amendments inserts the words "managed and controlled" into sections of the Bill. The objective appears to be to cause all companies registered in Ireland to be tax resident in Ireland. As Minister of State with responsibility for jobs, enterprise and innovation, I am not in a position to consider the full impact or consequences of any change to tax law. Such an exercise is...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: The Companies Registration Office, CRO, does not record that. I can try to ascertain some figures and respond to the Deputy at a later stage.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I do not have that information to hand and I am not in a position to answer that question but I am happy to try to facilitate the Deputy. If he tables a parliamentary question to the Minister for Finance, I am sure that information would be forthcoming.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 8: In page 89, line 11, after "company" to insert "or be authenticated in the manner referred to in section 889".

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: It refers to the statement to be delivered with the constitution. The amendment will provide for certain uses of electronic seals.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 9: In page 89, to delete lines 12 to 15 and substitute the following:"(b) be accompanied by a consent that is either—(i) signed by each of the persons named in the statement as a director, secretary or joint secretary or assistant or deputy secretary to act in that capacity, or (ii) authenticated in the manner referred to in section 889.”.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 10: In page 89, line 27, after "her" to insert ", or authenticated in the manner referred to in section 889,".

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I am considering tabling an amendment to the section on Report Stage to correct the incorrect cross-reference in subsection (3) from (b) to (a).

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 11: In page 97, to delete lines 30 to 45 and in page 98, to delete lines 1 and 2 and substitute the following:"39. (1) Where a company authorises any person as being a person entitled to bind the company (not being an entitlement to bind that is, expressly or impliedly, restricted to a particular transaction or class of transactions), it shall notify the Registrar in the...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 12: In page 98, to delete lines 12 and 13 and substitute the following:"(6) For the avoidance of doubt, for the purposes of this section the provisions of a company’s constitution with regard to a person’s office or powers shall not, in themselves, be taken as an authorisation by the company of the person as a person entitled to bind the company.".

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I am considering tabling an amendment to the section on Report Stage, the purpose of which is to clarify that only one signature is required to provide for single director companies. Furthermore, I am considering adding the words "committee of the directors" to subsection (3) to correct an omission.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I am considering tabling an amendment to the section on Report Stage to change the section back to the existing law as was intended by the CLRG.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 13: In page 103, lines 16 to 18, to delete all words from and including "on" in line 16 down to and including "office" in line 18 and substitute ", outside every office or place in which its business is carried on and at its registered office".

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 14: In page 103, to delete line 21.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: The amendment proposes to avoid duplication with section 152(4), which requires a company to display its name in a prominent and easily accessible place on its website and addresses the scenario whereby a company carries on its business away from its registered office.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: The explanatory memorandum refers to the particulars to be shown on all business letters of a company. Section 152 states: "Subject to subsection (4), a company shall, in all business letters on or in which the company’s name appears and which are sent by the company to any person, state in legible characters in relation to every director of the company" a list of particulars, which...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (5 Nov 2013)

Seán Sherlock: I move amendment No. 15: In page 103, between lines 34 and 35, to insert the following:"(4) This section is without prejudice to section 152.".

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