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UNLESS YOU KEEP a very close eye on what’s going on in our parliament then it probably escaped your attention that TDs and Senators have recently been discussing the largest piece of legislation in the history of the State.
But what could this historic piece of legislation be? Chances are you probably haven’t heard of it and even if you have there’s a very remote possibility you’ve read it.
At 1,136-pages, with 1,429 sections and costing some €109 if you want a copy of it, it’s fair to say the Companies Bill 2013 does not make for light reading, nor has it featured much in political coverage in recent months.
But it is a bill which proposes to significantly reform company law in this country, consolidating over a dozen existing Companies Acts and promising to cut red-tape and do all sorts of good things to benefit businesses in this country.
We thought that given its size and importance, we’d give the law a quick look as it currently makes its way through the Oireachtas…
The bill, when published last December, was and is considered to be the culmination of a landmark project which began at the turn of the century when the then Enterprise Minister Mary Harney set up the Company Law Review Group (CLRG).
This group comprised of all the necessary stakeholders, including professional bodies, employer and business interests, regulators and trade unions, and spent the next six years producing some 14 reports, before submitting what’s known as the general scheme of the bill in 2007.
It then took another four years for the first volume of the draft law to be published.
Eventually the Companies Bill came before the Dáil last April and spent several days at committee stage earlier this month. It’s scheduled to reach report stage in the New Year with the government allotting plenty of time to debate its vastness.
In fact the bill was to spend a whole week if not more at committee earlier this month but ended up being disposed with quicker than had been anticipated as there was an unusual outbreak of cross-party support.
The Companies Bill consolidates 16 existing Companies Acts which date from 1963 – when the first Companies Act was passed – to 2012 into one single piece of legislation. The bill also proposes a number of reforms which are designed to make it easier to operate a company in Ireland.
Significantly it places the most common type of company in this country – a private company limited by shares or Ltd for short – at the centre of Irish company law.
Around 90 per cent of companies registered with the Companies Registration Office (CRO) are Ltd companies and parts 1 to 15 of this bill set out the life-cycle of these companies from incorporation to ongoing operation to winding-up.
When introducing the bill at second stage in the Dáil earlier this year, Jobs Minister Richard Bruton pointed out that up to now it’s not been clear to companies what parts of company law are applicable to them.
“Company law is technical by nature,” he told TDs. “It is important to bear in mind that the last major review and consolidation of Irish company law was in the lead- up to the 1963 Companies Act, over 50 years ago.”
Since then there have been the aforementioned dozen acts as well as Ireland undertaking a significant number of EU obligations, which harmonise laws across the continent and add to the size and complexity of Ireland’s company law.
Company law involves balancing conflicting and in some cases competing interests.
The law must be protective of the way a company is governed, it must ensure that a company complies with the laws of the land. But at the same time it must strike the balance between protecting company’s shareholders and protecting its creditors.
“This necessary balancing of interests undoubtedly contributes to the intricate nature of company law,” Bruton said.
After parts 1 to 15, the remaining parts of the bill deal with how the law stated in volume one is applicable to other companies such as public limited companies (PLCs) or investment companies.
While 1 to 15 deals with Ltd companies, many of the remaining sections are dedicated to different company structures. So for example, part 16 is for designated activity companies, part 17 refers to PLCs, part 18 refers to guarantee companies, part 19 refers to unlimited companies.
Other parts of the bill deal with external companies, unregistered companies, and investment companies.
One of the main changes included in the bill is that companies will have greater flexibility to change form one type of company to another.
For Ltds, who, remember, account for 90 per cent of companies in Ireland, there are a number of changes which the Department of Jobs has highlighted including:
Other changes include streamlining the regime for external companies operating in Ireland so as that they can register a ‘branch’ in Ireland.
Currently, a foreign company who does business in Ireland from a fixed address must file its constitutional documents, a list of its directors, and the address of its ‘place of business’ in Ireland with the CRO.
This bill is unusual not only for its size and its complexity but for the fact that it also has cross-party support, including among those on the independent benches.
It’s no surprise that Fianna Fáil would welcome a piece of legislation that its administration put a good deal of work into. In April, the party’s jobs spokesperson, Dara Calleary, gushed: “I commend the phenomenal job of work.
“The Bill is an excellent example of tidying up legislation while maintaining very strong legislation in all areas.”
When he was Sinn Féin’s jobs spokesperson, Peadar Tóibín welcomed the legislation and said that the party “share[s] the aims of the bill and will work to ensure its timely process through the Oireachtas”.
Though broadly welcoming the bill, two independent TDs raised some concerns.
Waterford deputy John Halligan raised queries about the bill’s lack of recognition for workers’ rights, arguing they should be the ones to be paid first in circumstances where a company goes into examinership.
Tipperary South TD Mattie McGrath pointed out that the cost of the bill in printed form is “excessive” and added that “the bill is too lengthy”.
“Very few directors would have time to read its 1,300 pages.”
In typical McGrath style, he added: “One could read a novel by the late Maeve Binchy or even Deputy Shane Ross’s book on the bankers quicker.”
It is hoped that the bill, once it completes its passage through the Oireachtas in the New Year, will enacted and enforced sometime next year.
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Sad to see the jobs go but associating the name ‘Fastnet line’ with this service was a bit much. It took 11 and a half hours to get to Wales. You’d be quicker windsurfing.
its named after the fastnet rock just off baltimore in west cork…
The one it goes nowhere near?
its what they named it after and that is a fact go take up the issue with owners.
@ Tony Stanley, I have never been on a ship where the main engines constantly ran unless the vessel is departing soon after arrival. Diesel Generators power the vessel in port.
Heavy fuel oil is only used for propulsion on long voyages when the vessel is finished manoeuvring and clear of land.
A skeleton crew has to stay onboard for safety reasons and they are entitled to electricity like the rest of us.
Now the company has folded the vessel can be off hired and sent back to owners or sold, I hope the crew get any wages they are owed, if you want to pay more for goods imported to this island keep pushing for a carbon tax on ships!
Yes carbon tax on ships , push up the cost of exporting , make us even more uncompetitive and throw what few jobs we have left to the four winds , great idea , sounds like one worthy of Fianna Fail in its heyday.
Sad to see it go ….
Where are Leo Varadkars commits today! He hasn’t been in the news for 17 hours and I miss his fat face.
Comments not commits!
Pity. Though I never used it myself.
So it’s somehow a bad thing that I never used the service then…?! God help us.
I’m sorry to see it go, another dozen or so Cork families in despair today. It was too expensive for the average family though, they could go to France on Brittany Ferries for in and about the same money.
What will happen the Julia? That ship is docked in the city center, all engines running. If they stop the engines, it seizes up I believe, but who pays for the diesel and manpower to keep it going?
i dont think thats true at all
Which part? I can see it is parked there with my own eyes. I can hear the engines turning over. It is manned, and it would be normal enough for large engines to seize when they stop.
Maybe you know more than I do, please, elaborate.
its normal enough for large engines to seize when they stop? what are you talking about…so every ship and large ferry in the world is constantly burning fuel…that is just not true at all…the julia has its auxilery engines running while people are on board as these much smaller engines provide the lights and all that on board.
Are you a marine engineer on the sly ;)… I thought large diesel engines prefer to run long and steady, Very long time since I did mechanics though, things must have changed. :)
Are people living on it so, that they are still running them?
The question still is though, what will be done with a big fat ship docked in cork city center.
P’s right ya know!
An auxiliary power unit operates to keep power levels up on the ship but this is powered by the diesel onboard, in most ships of this nature the engines are placed in a low idle power mode with the engines to prevent them from stopping altogether! The props may not be turning but thing are still in action to prevent mechanism from seizing up and to keep things greased! This is one of the reasons the shipping industry is one of the highest pollutants in the world (despite never getting even a fraction of the green taxes that air travellers suffer from despite aviation only contributing a fraction of the greenhouse gases that ships do) and why you almost always see smoke coming out of the funnels of stationary ships in harbours!!!!!
@Tony Not to mention the bunker fuel used is just a step up from burning bitumen.
Thanks Tony! I was just looking up the Julia. The ship is 30 years old, engines are bound to be ancient and inefficient at this stage, and probably need a bit of nursing.
I am sure they have to pay port taxes while it is berthed in the docks in Cork.
The engines were changed in the past 18 months, so should be effecient. Hope they manage to sell it to pay off their debts. @P Wurple Having watched your posts over a few months I notice your pouncing on anyone that may have a differing option to you. Belittling people like asking them are they Marine Engineers, give people an inch, it’ll make their experience on here a biymt better and hopefully they will come back and be regular contributors!!
Michael, I am direct, always have been. Maybe it comes across as harsh on the internet. I was not being sarcastic or belittling to anonymous, there are buckets of merchant navy, navy and marine engineers in cork, this is where the college is, why would he not be one? I will take anyones direct experience or knowledge over my own measley hunch. I even stuck in a friendly smiley. :)
Plus, I was the one being jumped on, not the other way around.
Correct, you are direct and I feel you are harsh on people also, that’s what I was highlighting. I also know where the Maritime College is, as I live here in Cork. I’ve said my bit and was honest about it. Take my advice, chuck it aside, but I had the balls to say it to you, with respect!
The sad fact is that with upgrades, bypasses and new bridges the road from Cork to Rosslare makes the Rosslare – Fishguard route quicker and cheaper than the Julia.
Well, it does, but when your business plan was thought up over night, you buy the wrong ferry, you upset your main income from the start, and the service is shoddy, you can not expect a enterprise like this to last in the modern era.
Was very handy when I was moving over and back from London ….. It used to go from Cork late evening so you could go to the bar and have a nice few pints, get a berth and get the hard down and then 3 hrs on the M4 and your in London ….. Shame
sad indeed, we’ll miss the Julia.
you wha now?
Where’s the Minister for Tourism and Trade ??
what a shame used it several years ago
“Head down” …… Apologies
Was not viable. Management were inept. Cork CC should not have gotten involved. Embarrassing.
Travelled on it once last year returning from Wales. Had travelled over from Rosslare and returned via Swansea -Cork. No facilities at either end (buses / train links) for foot passengers. The Welsh taxi driver said it made no difference to the taxi business as so few travelled (apart from Volcanic Ash Cloud week). The boat itself was dirty, smelly and hadn’t one bit of information about Ireland, never mind the SW. Were so few passengers (~25) & cars (max 20) on board that week (the week before Whit) I’m not surprised at this. Plus, I saw somewhere that the business plan for recovery projected growth based on passenger / freight capacity that the boat physically couldn’t take anyway.
Poor service and abysmal planning can’t be made workable simply because the idea might be nice.
fair point William. if it wasn’t for aeroplanes this 1920s business plan may actually have worked!
This service was never going to work, due to bad management from day one. It’s a shame, the amount of money that has been wasted, and maybe the chance of ever getting a boat back again, due to this.
The Swansea Cork route is now probably dead, and no hope of bringing extra tourist into the W Cork/S Kerry region, which was the main intention of the boat, but unfortunately, didn’t happen
A great shame, and we’ll miss it.
It was obvious to anyone with a brain it was never gonna work out unfortunately. Better off if the money was invested in marketing or even the hotel in Beara could have been finished off. The tourists are in killarney and kerry, it’s just a matter of getting them to travel further south and promote in international media also. Why not market a drive from killarney right down around west cork, back through cork city and fly out from there again. It could work in both directions. Flights and car hire are so cheap now and all the B&B’s and hotels will get on board with it too. But instead all that money was wasted on an ancient ship that was probably fit to be scrapped when they bought it. Swansea to cork over 10-12 hours like. How was that ever going to compete with airports from all over the world.
Not enough demand, hence no supply
It’s a wonder someone has blamed Michael O’Leary.
s**te…hasn’t
Sorry to see this ferry service end — many a good memory travelling to & from uk & sleeping over …..
Whilst sad for those who have lost their jobs, the notion a ferry service taking 12 hours across the Irish sea was ever going to be viable is just complete nonsense. The BS coming from local interest politicians on the news this evening was predictable nonsense. This service brought nothing either to the cork / kerry economy nor for that matter swansea’s were i worked for 12 months. The greatest mystery I and numerous others could not work out was were all these supposed vast numbers of visitors were going, certainly not swansea. The freight business was also too small as the ferry could not handle the loads of ferry’s used by Sea Link and the dreadful Irish (every nationality) ferries. Its not a surprise that all county councils, government agencies and especially tourism bodies both in Ireland and wales ran a mile when this company came looking for funds. Sad to say today’s decision was inevitable.
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