Seán Sherlock (Cork East, Labour) | Oireachtas source

Senator Cullinane is concerned that the full rights, powers and privileges of a company under section 38 of the Bill will confer human rights on companies to the detriment of workers. That is wonderfully rhetorical, if I may be so bold as to say so. The full and unlimited capacity referred to in section 38 has been included because under existing law a company has no capacity to carry on business except in so far as its constitution allows. This rule has resulted in enormous objects clauses that named every activity conceivable to its drafters. It has proved ineffective in protecting the rights of creditors and members. As a result it has been abandoned in other common law jurisdictions, most notably the United Kingdom.

Under the Bill, although directors can still be made liable for participation in certain activities by the Constitution, section 38 means that all contracts properly made on behalf of the company will be binding. It does not give a company human rights such as the unlimited capacity to enter into civil partnerships, adopt children, to be elected to public office nor even become the sole director of another company. All of these things are reserved to human persons. In terms of rights, it is well established jurisprudence of the European Court of Human Rights that human rights may be engaged with regard to the activities of companies. For example, it has held that the right to free speech under Article 10 of the European Convention on Human Rights protects advertising, including advertising by companies. Rights to privacy, property and fair trial have also been successfully argued for companies at the European Court of Human Rights. These rights are now well established and are unrelated to changes in this Bill.

Senator Mooney asked which companies were the non-PLCs. They are mostly small private companies limited by shares and a smaller portion are companies limited by guarantee, CLGs, which are mainly sporting clubs and charities. Regarding getting rid of the "place of business", it is intended that this provision will tighten up matters as companies will not be allowed operate without making appropriate annual returns - they will be required to do so.

The issue of multinationals and tax minimisation schemes has been raised today.

While I understand the genuinely held concerns of the Senators, this is a matter that is best addressed within tax law.

My colleague, the Minister for Finance, is very clear on his objective of making Ireland part of the solution to global tax challenges, and not part of the problem. International companies are in a position to avail of the differences in tax law between jurisdictions in order to minimise their taxes to the greatest extent possible. Therefore, the most effective way to address this international issue is for countries to work together. Ireland is playing an active role in the OECD base erosion and profit shifting process, BEPS, and is fully supportive of international efforts in this regard.

I am aware that the drafting of this Bill has involved a hugely collaborative effort to date and I know that we can maintain that approach as it moves through the House. T return to Senator White's point, the legislation has transcended many mandates, political parties and stakeholders. I am not saying that it is apolitical but there has been a degree of collegiality about the approach. I look forward to that further collegiality in terms of listening to the Senators' amendments when they bring them forward.

I thank the Senators who contributed to this debate. I look forward to engaging again with them on Committee and Report Stages.