The Certificate of Registration and the Company Charge Register

This article will examine the judicial interpretation of the conclusive evidence rule. It will argue that the current interpretation of section 104 of the Companies Act 1963 is seriously flawed and is based on an incorrect reading of the statutory text. It will also contend that the current interpretation undermines the legislative policy behind the company register and that an alternative interpretation of the section would enhance the operation of registration system. The article is divided into three sections. The first section summarises the existing legislative provisions which established the system of company charge registration. The second section examines a number of reported Irish and English cases which have required the courts to consider the meaning of section 104 or its English equivalents in various different circumstances. The third section presents an alternative possibility for the interpretation of section 104 and argues that this alternative demonstrates greater fidelity to the statutory text as well as offering a more sensible policy outcome in the operation of the company charge register. A brief conclusion follows which includes a discussion of the proposed changes to Irish company law in the Companies Consolidation and Reform Bill 2012.