The Companies (Northern Ireland) Order 1989

SCHEDULES

Article 12.

SCHEDULE 1 MATTERS FOR DETERMINING UNFITNESS OF DIRECTORS

PART I MATTERS APPLICABLE IN ALL CASES

1.  Any misfeasance or breach of any fiduciary or other duty by the director in relation to the company.

2.  Any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company.

3.  The extent of the director’s responsibility for the company entering into any transaction liable to be set aside under Articles 367 to 369 of the Insolvency Order (provisions against debt avoidance).

4.  The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Order, namely—

(a) Article 229 (companies to keep accounting records);

(b) Article 230 (where and for how long records to be kept);

(c) Article 296 (register of directors and secretaries);

(d) Article 360 (obligation to keep and enter up register of members);

(e) Article 361 (location of register of members);

(f) Articles 371 and 372 (company’s duty to make annual return);

(g) Article 373 (time for completion of annual return); and

(h) Article 406 (company’s duty to register charges it creates).

5.  The extent of the director’s responsibility for any failure by the directors of the company to comply with Article 235 (directors' duty to prepare annual accounts) or Article 246 (signing of balance sheet and documents to be annexed) of the Companies Order.

6.  In the application of this Schedule to the directors of a building society, references to Articles of this Order or of the Companies Order other than Articles which apply to building societies or their directors in any event, whether by virtue of this Order or the Building Societies Act 1986(1), shall be construed as references to the corresponding provisions (if any) of the Building Societies Act 1986.

PART II MATTERS APPLICABLE WHERE COMPANY HAS BECOME INSOLVENT

7.  The extent of the director’s responsibility for the causes of the company becoming insolvent.

8.  The extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part).

9.  The extent of the director’s responsibility for the company entering into any transaction or giving any preference, being a transaction or preference liable to be set aside under Article 107 or Articles 202 to 205 of the Insolvency Order.

10.  The extent of the director’s responsibility for any failure by the directors of the company to comply with Article 84 of the Insolvency Order (duty to call creditors' meeting in creditors' voluntary winding up).

11.  Any failure by the director to comply with any obligation imposed on him by or under any of the following provisions of the Insolvency Order—

(a) Article 34 (company’s statement of affairs in administration);

(b) Article 57 (statement of affairs to administrative receiver);

(c) Article 85 (directors' duty to attend meeting; statement of affairs in creditors' voluntary winding up);

(d) Article 111 (statement of affairs in winding up by the High Court);

(e) Article 198 (duty of anyone with company’s property to deliver it up);

(f) Article 199 (duty to co-operate with liquidator, etc.).

Article 22.

SCHEDULE 2 SAVINGS FROM COMPANIES (NORTHERN IRELAND) ORDER 1982 ARTICLES 93 AND 94

1.  Articles 5 and 7(1)(b) do not apply in relation to anything done before 1st July 1983 by a person in his capacity as liquidator of a company or as receiver or manager of a company’s property.

2.  Subject to paragraph 1—

(a) Article 5 applies in a case where a person is convicted on indictment of an offence which he committed (and, in the case of a continuing offence, has ceased to commit) before 1st July 1983; but in such a case a disqualification order under that Article shall not be made for a period in excess of 5 years;

(b) that Article does not apply in a case where a person is convicted on summary conviction if he had consented to be dealt with summarily before that date.

3.  Subject to paragraph 1, Article 7 applies in relation to an offence committed or other thing done before 1st July 1983; but a disqualification order made on the grounds of such an offence or other thing done shall not be made for a period in excess of 5 years.

4.  The powers of a court under Article 8 are not exercisable in a case where a person is convicted of an offence which he committed (and, in the case of a continuing offence, had ceased to commit) before 1st July 1983.

5.  For the purposes of Article 6(1) and Article 8, no account is to be taken of any offence which was committed, or any default order which was made, before 1st January 1982.

6.  Where—

(a) an application is made for a disqualification order under Article 9(2)(a), and

(b) the company in question went into liquidation before the date of the coming into operation of Part II,

the court shall not make an order under that Article unless it could have made a disqualification order under Article 308 of the Companies Order as it had effect immediately before the date specified in sub-paragraph (b).

7.  An application shall not be made under Article 11 in relation to a report made or information or documents obtained before the date of the coming into operation of Part II.

Article 25(1).

SCHEDULE 3 TRANSITIONAL PROVISIONS AND SAVINGS

1.  In this Schedule, “the commencement date” for the purpose of any provision of this Schedule, means the day appointed under Article 1(2) for the coming into operation of that provision.

2.  Where any period of time specified in any provision repealed by Article 25(3) and Part I of Schedule 5 is current immediately before the commencement date, Part II has effect as if the corresponding provision had been in operation when the period began to run; and (without prejudice to the foregoing) any period of time so specified and current is deemed for the purposes of Part II—

(a) to run from the date or event from which it was running immediately before the commencement date, and

(b) to expire (subject to any provision of Part II for its extension) whenever it would have expired if Part II had not been made;

and any rights, priorities, liabilities, reliefs, obligations, requirements, powers, duties or exemptions dependent on the beginning, duration or end of such a period as above mentioned shall be under Part II as they were or would have been under that repealed provision.

3.  The provisions of this Schedule shall have effect without prejudice to sections 28 and 29 of the Interpretation Act (Northern Ireland) 1954(2).

Articles 25(2), 36.

SCHEDULE 4 AMENDMENTS

PART I AMENDMENTS CONSEQUENTIAL ON PART II

The Insolvency Act 1986 (c. 45)

1.  In section 426(10)(c) (co-operation between courts exercising jurisdiction in relation to insolvency) at the end insert “or Part II of the Companies (Northern Ireland) Order 1989”.

The Companies (Northern Ireland) Order 1986 (NI 6)

2.  In Article 2A (relationship of this Order to Insolvency Order)—

(a) in paragraph (2) at the end insert “and Part II of the Companies (Northern Ireland) Order 1989”;

(b) in paragraph (3) at the end insert “and Part II of the Companies (Northern Ireland) Order 1989”.

3.  In Article 434(1) (inspector’s report to be evidence) at the end insert “and in proceedings on an application under Article 11 of the Companies (Northern Ireland) Order 1989, as evidence of any fact stated in the report”.

4.  After Article 442(1)(a) (provision for security of information obtained) insert—

“(b) with a view to the institution of, or otherwise for the purposes of, any proceedings on an application under Articles 9, 10 or 11 of the Companies (Northern Ireland) Order 1989;”.

The Banking Act 1987 (c. 22)

5.  In section 85(1)(e) (permitted disclosure of information) after “1986” insert “or Article 10 or 11 of the Companies (Northern Ireland) Order 1989”.

PART II MISCELLANEOUS MINOR AMENDMENTS TO THE COMPANIES (NORTHERN IRELAND) ORDER 1986 AND AMENDMENTS CONSEQUENTIAL ON PART III

The Companies (Northern Ireland) Order 1986 (NI 6)

6.  In Article 9(1) (definition of “director”) for “named” substitute “name”.

7.  In Article 388(4)(h) (registration, etc., of resolutions and agreements) for “or revoking” substitue “, revoking or renewing”.

8.  In Article 436(1) (provisions applicable on investigation under Article 435) for “to (4)” substitute “and (3)”.

9.  After Article 442(3)(c) (provision for security of information obtained) insert—

“(cc) an inspector appointed under Part XIV of the Companies Act 1985 by the Secretary of State;”.

10.  In Article 445(2) (privileged information) after “legal” insert “professional”.

11.  In Schedule 21 (provisions applying to unregistered companies)—

(a) in the entry relating to Article 29, in column 2, for “registered” substitute “recorded”;

(b) in the entry relating to Article 46(4), in column 1 for “46(4)” substitute “46(3)”;

(c) in the entry relating to Articles 351 to 355, in column 3 insert “subject to Article 667(3)”;

(d) in the entry relating to Article 359(1), (2) and (5)(a), in column 1 for “(5)(a)” substitute “(3)(a)”;

(e) in the entry relating to Articles 424 to 437 and 445(1), in column 1 for “437” substitute “438”.

The Banking Act 1987 (c. 22)

12.  In the Table in section 84(1) (disclosure of information to facilitate in discharge of supervisory functions) in the entry relating to an inspector appointed by the Department of Economic Development in Northern Ireland, in column 2 for “that Order” substitute “the Companies (Northern Ireland) Order 1986 and Article 16A of the Company Securities (Insider Dealing) (Northern Ireland) Order 1986”.

13.  In section 87(3)(a) (disclosure of information obtained under the Companies Order) for “Secretary of State” substitute “Department of Economic Development in Northern Ireland”.

Articles 25(3), 37.

SCHEDULE 5 REPEALS

PART I REPEALS CONSEQUENTIAL ON PART II

Chapter or Number	Short title	Extent of repeal
1986 c. 53.	The Building Societies Act 1986.	In Schedule 18, paragraph 26.
1986 NI 6.	The Companies (Northern Ireland) Order 1986.	Articles 303 to 310. Schedule 12. In Schedule 23, the entries relating to Articles 303(7) and 310(1).

PART II REPEALS CONSEQUENTIAL ON PART III

Chapter or Number	Short title	Extent of repeal
1977 c. 3.	The Aircraft and Shipbuilding Industries Act 1977.	In section 3(5) the words “Articles 421 to 423 of the Companies (Northern Ireland) Order 1986”.
1986 NI 8.	The Company Securities (Insider Dealing) (Northern Ireland) Order 1986.	Article 9.In Article 12(1)(b) the word “or” in the third place where it occurs.
1986 NI 9.	The Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986.	In Schedule 1, in Part II, the entry relating to section 3(5) of the Aircraft and Shipbuilding Industries Act 1977.

(1)

1986 c. 46

(2)

1982 NI 17