Michael McDowell (Independent) | Oireachtas source

I echo the sentiments of welcome and congratulation to the Minister of State, Deputy Troy, and the good wishes that have been expressed for the carrying-out of his ministerial functions.

I welcome this legislation. It is very important that the system of company law and indeed co-operative societies should function properly during this period. Any relaxation of relevant rules or procedures required to make companies function and save them from being stapled to the ground by an overly rigid adherence to what I shall call normal time or peacetime requirements is welcome.

I have a single point to make about the way in which the Bill is constructed. Believe it or not, the CLRG was established on foot of a report prepared by me, and a group I chaired, as far back as 1999. It was intended to bring about a situation whereby the Companies Act 2014, which would eventually be enacted on foot of the CLRG's work, would be a single document in which one could see all of the law in one place in a convenient format. It strikes me that these temporary provisions could have been treated slightly differently by the draftspeople. It could have been phrased such that the temporary provisions we are dealing with here would be stated to have effect during the interim period and would disappear as a matter of law once the interim period comes to an end. It is slightly unfortunate that the text will make permanent changes to the text of the Act even though most of it will be redundant after the interim period expires, even if it is extended for some time. I suggest that between now and when this is brought to the Dáil, something along the lines of the amendment I have suggested should be considered so that permanent changes are not made to the Companies Act 2014. The substance of what the Government is suggesting as temporary provisions should just be stated to have effect during the interim period and thereafter not have to be included in any text whatsoever of the 2014 Act. I have been looking at precedents in English legislative drafting books over the last 48 hours. I am reasonably satisfied that it is possible to put in place a provision which says that an Act shall, during a period of time, have effect as though it were amended in this way and not have to make a permanent change to the text itself. This is just for tidiness, because in reality these amendments will form part of the Companies Act permanently and another Act would have to be passed to take them out of it at some point in the future. I am trying to be totally constructive. Could the Government not, between now and when this Bill is brought to the Dáil, adopt some language in Part 1 of the Bill making it clear that these provisions evaporate completely at the end of the interim period and do not have to be taken out by subsequent legislation? I was assuming that section 26 was a temporary provision and it is not, it is a permanent one. It was an error on my part. My amendments, which I will not be pushing on that account, would actually have knocked section 26 on the head as well. As such, I appreciate that there is a little flaw in what I was proposing but the intention was to keep the Companies Act 2014 and its text easily legible. The Government could produce a statutory consolidation at the end of it all, in order to not have brackets and references to repealed, ineffective or lapsed provisions littered across the Act. I very sincerely urge the Minister of State to consider having some provision in the Act which would have the effect that all of those provisions never had to appear again in print after the interim period has expired. Otherwise it just makes life very complicated for lawyers as they look at sections to discern whether something is still in effect or not. The same goes for accountants.

Having made that point, some of the other points which are temporary should be considered for permanent enactment at some later stage. There is an urgency that makes it difficult to deal with now. There is however a lot to be said for keeping our company law usable and connected with international practice by allowing people to participate in company general meetings on a distanced basis and to provide properly for what is or is not required in those circumstances.

I hope I am being constructive. I congratulate the Minister of State on his appointment. I wish this legislation well but ask the Minister of State to ensure if he can that the 2014 Act remains as legible and as coherent as possible after the interim period is over.