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Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 120: In page 787, to delete lines 25 to 28 and substitute the following: “ Summary Approval Procedure Chapter 7 of Part 4 (save as it applies to— (a) a members’ voluntary winding up under section 580; (b) an activity specified in section 119 (prohibition on preacquisition profits or losses being treated in holding company’s financial...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 121: In page 796, to delete lines 29 to 39 and substitute the following:“(8) Where a PLC allots shares, it shall, within 30 days after the date of allotment, deliver particulars of the allotment in the prescribed form to the Registrar.”.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I am considering the introduction of amendments to section 1019 on Report Stage to correct minor errors in two subsections.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: Again, I am considering introducing an amendment to section 1020 on Report Stage to reduce the offer period for peremptory offers in the case of public limited companies.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I am giving consideration to introducing an amendment to section 1026 on Report Stage. The purpose of such an amendment would be to excluded any "connected persons", that is, family members as per section 221 from being an "independent person".

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 122: In page 809, line 18, to delete “1 month” and substitute “30 days”.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I am giving consideration to introducing an amendment to section 1032 on Report Stage to permit a waiver of the requisite notice period in respect of written resolutions and to clarify any ambiguity regarding compliance with the requirements of subsection (3).

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: Closer inspection of the Bill has revealed this section to be unnecessary. Section 1044 provides that "Section 96(2) shall not apply in respect of a transfer of shares in a PLC where those shares fall within a class of securities the evidencing and transfer of title to which is for the time being governed by regulations under section 1085." Thus, when this Bill becomes law, pending the...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: New sections also are being introduced.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I thank the Vice Chairman and committee members for allowing us to flag amendments which will be dealt with on Report Stage. As requested by members, my officials have brought copies of the ODCE's guide to directors duties and powers. This document is available free of charge in both hard copy and on the Office of the Director of Corporate Enforcement, ODCE, website. As I mentioned...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 110: In page 768, line 6, column 1, after “State” to insert “and prohibition of certain activities”.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I am also considering introducing an amendment to section 966 on Report Stage to clarify whether the direction of a DAC may vote in respect of a matter in which he or she is interested.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 111: In page 774, to delete lines 7 to 37 and substitute the following:“(8) Subsections (9) to (12) have effect notwithstanding—(a) the repeal by the Act of 2001 of section 24, as originally enacted, of the Act of 1963 (the “original section 24”); or (b) the repeal by this Act of section 24, inserted by section 88(1) of the Act of 2001, of the...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: The purpose of the section is to accommodate companies which have, on or after 1 March 2002, availed of the exemption from the requirement to include "limited" or "teoranta" in their name. As matters stand, under the Bill all companies which have, on or after March 2002, availed of the exemption, pursuant to section 24(1) of the Companies Act 1963 as substituted by section 88 of the Company...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: It is almost like a meditation at this stage.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 112: In page 778, between lines 14 and 15, to insert the following: “Status of existing guarantee company, having a share capital 982.(1) This section—(a) makes provision as to the status of an existing guarantee company, having a share capital; and (b) continues in force the memorandum and articles of such a company.(2) In this...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 113: In page 778, between lines 14 and 15, to insert the following: “Transitional provision — use of “limited” or “teoranta” by existing guarantee company, having a share capital 983.(1) In this section—“existing guarantee company, having a share capital” has the same meaning as it has in section 982;...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I am considering introducing an amendment to section 985 on Report Stage to provide more accurate cross-referencing.

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 114: In page 781, to delete 38 and 39, and insert the following: “996.(1) Sections 348 and 349 shall not apply to a DAC if it satisfies the following conditions:(a) it has been formed for charitable purposes; and (b) it stands exempted from those sections by an order made by the relevant authority (which order the relevant authority is, by virtue of this section,...

Select Committee on Jobs, Enterprise and Innovation: Companies Bill 2012: Committee Stage (Resumed) (6 Nov 2013)

Seán Sherlock: I move amendment No. 115: In page 782, after line 45, to insert the following:“(6) In this section “relevant authority” means—(a) before the establishment day (within the meaning of the Charities Act 2009, the Commissioners of Charitable Donations and Bequests for Ireland; and (b) on or after the foregoing day, the Charities Regulatory Authority.”.

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