CC
Jerry Buttimer
I welcome the Minister of State, Deputy Calleary.
Seanad Éireann · 2023-05-31
Party shown is the one held on 2023-05-31, frozen at parse time — not the speaker's party today.
These sections relate to the rights of citizens to access the company register of a limited company by guarantee and the recourse available in the very rare occurrence of a company failing to comply with its obligations in that regard. Section 217(3) states that a company or company officer who fails to comply will be guilty of a category 3 offence. Should there not be a role for the State, through its various agencies, to ensure that company law is observed without putting the onus on a citizen to vindicate State law?
Who is responsible for compliance with company law? The primary focus of the latter will be on four areas of company law, namely, corporate governance, company law enforcement, company law administration and corporate insolvency.
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I welcome the Minister of State, Deputy Calleary.
I welcome the Minister of State. He and the Cathaoirleach will know that the Companies Act 2014 is a very important document. I was a Member of the Oireachtas when it was passed by these Houses. It was very well teased out and was passed after robust examination.
The matter I wish to raise relates to sections 216 and 217 of the Act. These sections relate to the rights of citizens to access the company register of a limited company by guarantee and the recourse available in the very rare occurrence of a company failing to comply with its obligations in that regard. Section 216 makes it clear that a company member is entitled to examine and receive a copy of the register on application and that a non-member is similarly entitled on payment of a small fee. A company then has a period of up to ten days to produce the required documentation. Section 217(3) states that a company or company officer who fails to comply will be guilty of a category 3 offence. It further states that the court, on application, may make certain orders compelling the company or individual responsible to comply forthwith.
Where the Act is derelict is that it does not make it clear who should apply to the court and who will be responsible for any costs entailed. It seems unfair that a citizen or group of citizens would have to go to court to vindicate their entitlements as prescribed in the sections to which I refer. Should there not be a role for the State, through its various agencies, to ensure that company law is observed without putting the onus on a citizen to vindicate State law? This motion arises from public concern about the actions of a particular company in my area. The company in question has ignored a legitimate request for information. That is simply not acceptable. I am happy to furnish details of the company to the Minister of State in private on request if he so wishes.
Who is responsible for compliance with company law? Is it the State or is it the citizen? I thank the Minister of State.
As already stated, the Companies Act is reviewed regularly. This is to ensure that the original objectives remain valid and are being achieved. To that end, my Department is seeking views on a proposed companies (corporate governance, enforcement and regulatory provisions) Bill 2023. The primary focus of the latter will be on four areas of company law, namely, corporate governance, company law enforcement, company law administration and corporate insolvency. A public consultation was launched on 8 May, with members of the public invited to express views on the specific proposals outlined in the proposed legislation.
New powers and other enhancements for the CEA and also for the Irish Auditing and Accounting Supervisory Authority, IAASA, and Companies Registration Office, CRO, are matters that are actively being considered for inclusion in the proposed Bill to allow it to strengthen the State's capability to meet the challenges faced in investigating and prosecuting alleged breaches of company law. It is important to stress, though, that where it is believed that there are indications of breaches of the Companies Act 2014 under any section, a complaint should be made directly to the CEA, which will then investigate it. However, I encourage the Senator to take part and make his submission to the review that is under way.
I thank the Minister of State for a comprehensive response, which I will obviously study. I certainly will not hesitate to take his advice regarding the ongoing review. I have emailed the CEA in respect of this matter but, to date, I have not received a reply. Perhaps I sent it to the wrong address, but I will certainly renew my attempts in light of what the Minister of State said.
It is important to stress that where there is a view that there has been a breach of the Companies Act 2014, a notification to that effect can be made directly to the CEA. I encourage the Senator to follow up on the matter he has raised. The CEA is a superb organisation, which the Government has resourced significantly to carry out its new powers. I encourage the Senator to engage with it.
I thank the Minister of State.