The Companies (Northern Ireland) Order 1986

1. Introductory Text

2. PART I INTRODUCTORY AND INTERPRETATION

   1. 1. Title and commencement

   2. 2. General interpretation

   3. 2A. {prosp. insertion of 2nd art. 2A by 1990 NI10}

   4. 2A. Relationship of this Order to Insolvency Order

   5. 2B. Relationship of this Order to Parts IV and V of the Financial Services Act 1986

   6. 3. “Company”, etc.

   7. 4. “ Subsidiary ”, “ holding company ” and “ wholly-owned subsidiary ”

   8. 4A. Provisions supplementing Article 4

   9. 4B. Power to amend Articles 4 and 4A

   10. 5. “Called-up share capital”

   11. 6. “Allotment” and “paid up”

   12. 7. “Non-cash asset”

   13. 8. “Body corporate” and “corporation”

   14. 9. “Director” and “shadow director”

   15. 10. Expressions used in connection with accounts

   16. 10A. Meaning of “offer to the public”

   17. 10B. Meaning of “banking company”

   18. 10C. Meaning of “insurance company” and “authorised insurance company”

   19. 11. “Employees' share scheme”

3. PART II FORMATION AND REGISTRATION OF COMPANIES; JURIDICAL STATUS AND MEMBERSHIP

   1. CHAPTER I COMPANY FORMATION

      1. Memorandum of association

         1. 12. Mode of forming incorporated company

         2. 13. Requirements with respect to memorandum

         3. 14. Forms of memorandum

         4. 14A. Statement of company's objects: general commercial company

         5. 15. Resolution to alter objects

         6. 16. Procedure for objecting to alteration

         7. 17. Provisions supplementing Articles 15 and 16

      2. Articles of association

         1. 18. Regulation of companies by articles of association

         2. 19. Tables A, C, D and E

         3. 20. Alteration of articles by special resolution

      3. Registration and its consequences

         1. 21. Documents to be sent to registrar

         2. 22. Minimum authorised capital (public companies)

         3. 23. Duty of registrar

         4. 24. Effect of registration

         5. 25. Effect of memorandum and articles

         6. 26. Memorandum and articles of company limited by guarantee

         7. 27. Effect of alteration on company's members

         8. 28. Conditions in memorandum which could have been in articles

         9. 29. Amendments of memorandum or articles to be recorded

         10. 30. Copies of memorandum and articles to be given to members

         11. 31. Issued copy of memorandum to embody alterations

      4. A company's membership

         1. 32. Definition of “member”

         2. 33. Membership of holding company

         3. 34. Minimum membership for carrying on business

   2. CHAPTER II COMPANY NAMES

      1. 35. Name as stated in memorandum

      2. 36. Prohibition on registration of certain names

      3. 37. Alternatives of statutory designations

      4. 38. Change of name

      5. 39. Regulations about names

      6. 40. Exemption from requirement of “limited” as part of the name

      7. 41. Provisions applying to company exempt under Article 40

      8. 42. Power to require company to abandon misleading name

      9. 43. Prohibition on trading under misleading name

      10. 44. Penalty for improper use of “limited”

      11. 44A. Penalty for improper use of “community interest company”

      12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

   3. CHAPTER III A COMPANY'S CAPACITY; FORMALITIES OF CARRYING ON BUSINESS

      1. 45. A company's capacity not limited by its memorandum

      2. 45A. Power of directors to bind the company

      3. 45B. No duty to enquire as to capacity of company or authority of directors

      4. 46. Form of company contracts

      5. 46A. Execution of documents

      6. 46B. Pre-incorporation contracts and deeds

      7. 47. Bills of exchange and promissory notes

      8. 48. Execution of deeds abroad

      9. 49. Power of company to have official seal for use abroad

      10. 50. Official seal for share certificates, etc.

      11. 51. Authentication of documents

      12. 52. Events affecting a company's status

4. PART III RE-REGISTRATION AS A MEANS OF ALTERING A COMPANY'S STATUS

   1. Private company becoming public

      1. 53. Re-registration of private company as public

      2. 54. Consideration for shares recently allotted to be valued

      3. 55. Additional requirements relating to share capital

      4. 56. Meaning of “unqualified report” in Article 53(3)

      5. 57. Certificate of re-registration under Article 53

      6. 58. Modification for unlimited company re-registering

   2. Limited company becoming unlimited

      1. 59. Re-registration of limited company as unlimited

      2. 60. Certificate of re-registration under Article 59

   3. Unlimited company becoming limited

      1. 61. Re-registration of unlimited company as limited

      2. 62. Certificate of re-registration under Article 61

   4. Public company becoming private

      1. 63. Re-registration of public company as private

      2. 64. Litigation objection to resolution under Article 63

      3. 65. Certificate of re-registration under Article 63

5. PART IV CAPITAL ISSUES

   1. CHAPTER I ISSUES BY COMPANIES REGISTERED, OR TO BE REGISTERED, IN NORTHERN IRELAND

      1. The prospectus

         1. 66. Matters to be stated, and reports to be set out, in prospectus

         2. 67. Attempted evasion of Article 66 to be void

         3. 68. Document offering shares, etc. for sale deemed a prospectus

         4. Arts. 69, 70 rep. by SI 2001/3649

         5. 71. Prospectus containing statement by expert

         6. 72. Meaning of “expert”

         7. 73. Prospectus to be dated

      2. Registration of prospectus

         1. 74. Registration requirement applicable in all cases

         2. 75. Additional requirements in case of prospectus issued generally

      3. Liabilities and offences in connection with prospectus

         1. 76. Directors, etc. exempt from liability in certain cases

         2. 77. Compensation for subscribers misled by statement in prospectus

         3. 78. Exemption from Article 77 for those acting with propriety

         4. 79. Indemnity for innocent director or expert

         5. 80. Criminal liability for untrue statements

      4. Supplementary

         1. 81. Interpretation for Articles 66 to 80

   2. CHAPTER II ISSUES BY COMPANIES INCORPORATED, OR TO BE INCORPORATED, OUTSIDE THE UNITED KINGDOM

      1. 82. Prospectus of non-United Kingdom company

      2. 83. Attempted evasion of Article 82 to be void

      3. 84. Prospectus containing statement by expert

      4. 85. Restrictions on allotment to be secured in prospectus

      5. 86. Stock exchange certificate exempting from compliance with Schedule 3

      6. 87. Registration of prospectus before issue

      7. 88. Consequences (criminal and civil) of contravention of Articles 82 to 87

      8. 89. Supplementary

6. PART V ALLOTMENT OF SHARES AND DEBENTURES

   1. General provisions as to allotment

      1. 90. Authority of company required for certain allotments

      2. 90A. Election by private company as to duration of authority

      3. 91. Restriction on public offers by private company

      4. 92. Application for, and allotment of, shares and debentures

      5. 93. No allotment unless minimum subscription received

      6. 94. Allotment where issue not fully subscribed

      7. 95. Effect of irregular allotment

      8. 96. Allotment of shares, etc. to be listed on a stock exchange

      9. 97. Operation of Article 96 where prospectus offers shares for sale

      10. 98. Return as to allotments, etc.

   2. Pre-emption rights

      1. 99. Offers to shareholders to be on pre-emptive basis

      2. 100. Communication of pre-emption offers to shareholders

      3. 101. Exclusion of Articles 99 and 100 by private company

      4. 102. Consequences of contravening Articles 99 and 100

      5. 103. Saving for other restrictions as to offers

      6. 104. Interpretation for Articles 99 to 106

      7. 105. Disapplication of pre-emption rights

      8. 106. Saving for company's pre-emption procedure operative before 1985

   3. Commissions and discounts

      1. 107. Power of company to pay commissions

      2. 108. Apart from Article 107, commissions and discounts barred

   4. Amount to be paid for shares; the means of payment

      1. 109. General rules as to payment for shares on allotment

      2. 110. Prohibition on allotment of shares at a discount

      3. 111. Shares to be allotted as at least one-quarter paid-up

      4. 112. Restriction on payment by long-term undertaking

      5. 113. Non-cash consideration to be valued before allotment

      6. 114. Transfer to public company of non-cash asset in initial period

      7. 115. Agreements contravening Article 114

      8. 116. Shares issued to subscribers of memorandum

      9. 117. Meaning of “the appropriate rate”

   5. Valuation provisions

      1. 118. Valuation and report (Articles 54 and 113)

      2. 119. Valuation and report (Article 114)

      3. 120. Entitlement of valuer to full disclosure

      4. 121. Matters to be communicated to registrar

   6. Other matters arising out of allotment, etc.

      1. 121A. Right to damages, etc. not affected

      2. 122. Liability of subsequent holders of shares allotted

      3. 123. Relief in respect of certain liabilities under Articles 109ff.

      4. 124. Penalty for contravention

      5. 125. Undertakings to do work, etc.

      6. 126. Application of Articles 109ff. to special cases

7. PART VI SHARE CAPITAL, ITS INCREASE, MAINTENANCE AND REDUCTION

   1. CHAPTER I GENERAL PROVISIONS ABOUT SHARE CAPITAL

      1. 127. Public company share capital requirements

      2. 128. The authorised minimum

      3. 129. Provision for different amounts to be paid on shares

      4. 130. Reserve liability of limited company

      5. 131. Alteration of share capital (limited companies)

      6. 132. Notice to registrar of alteration

      7. 133. Notice to registrar of increased share capital

      8. 134. Reserve capital of unlimited company

   2. CHAPTER II CLASS RIGHTS

      1. 135. Variation of class rights

      2. 136. Saving for court's powers under other provisions

      3. 137. Shareholders' right to object to variation

      4. 138. Registration of particulars of special rights

      5. 139. Registration of newly created class rights

   3. CHAPTER III SHARE PREMIUMS

      1. 140. Appication of share premiums

      2. 141. Merger relief

      3. 142. Relief in respect of group reconstructions

      4. 143. Provisions supplementing Articles 141 and 142

      5. 144. Provision for extending or restricting relief from Article 140

   4. CHAPTER IV REDUCTION OF SHARE CAPITAL

      1. 145. Special resolution for reduction of share capital

      2. 146. Application to court for order of confirmation

      3. 147. Court order confirming reduction

      4. 148. Registration of order and minute of reduction

      5. 149. Public company reducing capital below authorised minimum

      6. 150. Liability of members on reduced shares

      7. 151. Penalty for concealing name of creditor, etc.

   5. CHAPTER V MAINTENANCE OF CAPITAL

      1. 152. Duty of directors on serious loss of capital

      2. 153. General rule against company acquiring own shares

      3. 154. Acquisition of shares by company's nominee

      4. 155. Exceptions from Article 154

      5. 156. Treatment of shares held by or for public company

      6. 157. Matters arising out of compliance with Article 156(2)

      7. 158. Further provisions supplementing Articles 156 and 157

      8. 159. Sanctions for non-compliance

      9. 160. Charges of public companies on own shares

   6. CHAPTER VI FINANCIAL ASSISTANCE BY A COMPANY FOR ACQUISITION OF ITS OWN SHARES

      1. Provisions applying to both public and private companies

         1. 161. Financial assistance generally prohibited

         2. 162. Interpretation for this Chapter

         3. 163. Transactions not prohibited by Article 161

         4. 164. Special restriction for public companies

      2. Private companies

         1. 165. Relaxation of Article 161 for private companies

         2. 166. Statutory declaration under Article 165

         3. 167. Special resolution under Article 165

         4. 168. Time for giving financial assistance under Article 165

   7. CHAPTER VII REDEEMABLE SHARES; PURCHASE BY A COMPANY OF ITS OWN SHARES

      1. Redemption and purchase generally

         1. 169. Power to issue redeemable shares

         2. 169A. {prosp. insertion of art. 169A by 1990 NI10}

         3. 170. Financing, etc. of redemption

         4. Art. 171 rep. by 1988 c. 39

         5. 172. Power of company to purchase own shares

         6. 172A. Treasury shares

         7. 172B. Treasury shares: maximum holdings

         8. 172C. Treasury shares: voting and other rights

         9. 172D. Treasury shares: disposal and cancellation

         10. 172E. Treasury shares: mandatory cancellation

         11. 172F. Treasury shares: proceeds of sale

         12. 172G. Treasury shares: penalty for contravention

         13. 173. Definitions of “off-market” and “market” purchase

         14. 174. Authority for off-market purchase

         15. 175. Authority for contingent purchase contract

         16. 176. Authority for market purchase

         17. 177. Assignment or release of company's right to purchase own shares

         18. 178. Payments apart from purchase price to be made out of distributable profits

         19. 179. Disclosure by company of purchase of own shares

         20. 179A. Disclosure by company of cancellation or disposal of treasury shares

         21. 180. The capital redemption reserve

      2. Redemption or purchase of own shares out of capital (private companies only)

         1. 181. Power of private companies to redeem or purchase own shares out of capital

         2. 182. Availability of profits for the purposes of Article 181

         3. 183. Conditions for payment out of capital

         4. 184. Procedure for special resolution under Article 183

         5. 185. Publicity for proposed payment out of capital

         6. 186. Objections by company's members or creditors

         7. 187. Powers of court on application under Article 186

      3. Supplementary

         1. 188. Effect of company's failure to redeem or purchase

         2. 189. Power of Department to modify this Chapter

         3. 190. Transitional cases arising under this Chapter; and savings

         4. 191. Interpretation for Chapter VII

   8. CHAPTER VIII MISCELLANEOUS PROVISIONS ABOUT SHARES AND DEBENTURES

      1. Share and debenture certificates, transfers and warrants

         1. 192. Nature, transfer and numbering of shares

         2. 193. Transfer and registration

         3. 194. Certification of transfers

         4. 195. Duty of company as to issue of certificates

         5. 196. Certificate to be evidence of title

         6. 197. Evidence of grant of representation or confirmation as executor

         7. 198. Issue and effect of share warrant to bearer

      2. Debentures

         1. 199. Register of debenture holders

         2. 200. Right to inspect register

         3. 201. Liability of trustees of debentures

         4. 202. Perpetual debentures

         5. 203. Power to re-issue redeemed debentures

         6. 204. Contract to subscribe for debentures

         7. 205. Payment of debts out of assets subject to floating charge

8. PART VII DISCLOSURE OF INTERESTS IN SHARES

   1. Individual and group acquisitions

      1. 206. Obligation of disclosure; the cases in which it may arise and “the relevant time”

      2. 207. Interests to be disclosed

      3. 208. “Percentage level” in relation to notifiable interests

      4. Art. 209 rep. by 1990 NI 10

      5. 210. Particulars to be contained in notification

      6. 211. Notification of family and corporate interests

      7. 212. Agreement to acquire interests in a particular company

      8. 213. Obligation of disclosure arising under Article 212

      9. 214. Obligation of persons acting together to keep each other informed

      10. 215. Interests in shares by attribution

      11. 216. Interests in shares which are to be notified

      12. 217. Interests to be disregarded

      13. 218. Other provisions about notification under this Part

      14. 218A. Power to make further provision by regulations

   2. Registration and investigation of share acquisitions and disposals

      1. 219. Register of interests in shares

      2. 220. Company investigations

      3. 221. Registration of interests disclosed under Article 220

      4. 222. Company investigation on requisition by members

      5. 223. Company report to members

      6. 224. Penalty for failure to provide information

      7. 225. Removal of entries from register

      8. 226. Otherwise, entries not to be removed

      9. 227. Inspection of register and reports

   3. Supplementary

      1. 228. Interpretation of Part VII

9. Part VIII Accounts and Audit

   1. Chapter 1 Provisions Applying to Companies Generally

      1. Accounting records

         1. 229. Duty to keep accounting records

         2. 230. Where and for how long records to be kept

      2. A company's financial and accounting reference periods

         1. 231. A company's financial year

         2. 232. Accounting reference periods and accounting reference date

         3. 233. Alteration of accounting reference date

      3. Annual accounts

         1. 234. Duty to prepare individual accounts

         2. 234A. Companies Order individual accounts

         3. 234B. IAS individual accounts

         4. 235. Duty to prepare group accounts

         5. 235A. Companies Order group accounts

         6. 235B. IAS group accounts

         7. 235C. Consistency of accounts

         8. 236. Exemption for parent companies included in accounts of larger group

         9. 236A. Exemption for parent companies included in non‐EEA group accounts

         10. 237. Subsidiary undertakings included in the consolidation

         11. 238. Treatment of individual profit and loss account where group accounts prepared

         12. 239. Disclosure required in notes to accounts: related undertakings

         13. 239A. Disclosure required in notes to annual accounts: particulars of staff

         14. 240. Disclosure required in notes to accounts: emoluments and other benefits of directors and others

      4. Approval and signing of accounts

         1. 241. Approval and signing of accounts

      5. DIRECTORS' REPORT

         1. 242. Duty to prepare directors' report

         2. 242ZZA. Directors' report: general requirements

         3. 242ZZB. Directors' report: business review

         4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

         5. 242A. Approval and signing of directors' report

      6. QUOTED COMPANIES: OPERATING AND FINANCIAL REVIEW

         1. 242AA. Duty to prepare operating and financial review

         2. 242AB. Approval and signing of operating and financial review

      7. Quoted companies: directors' remuneration report

         1. 242B. Duty to prepare directors' remuneration report

         2. 242C. Approval and signing of directors' remuneration report

      8. Auditors' report

         1. 243. Auditors' report

         2. 244. Signature of auditors' report

         3. 245. Duties of auditors

      9. Publication of accounts and reports

         1. 246. Persons entitled to receive copies of accounts and reports

         2. 246A. Time allowed for sending out copies of accounts and reports

         3. 247. Right to demand copies of accounts and reports

         4. 248. Requirements in connection with publication of accounts

      10. Laying and delivering of accounts and reports

          1. 249. Accounts and reports to be laid before company in general meeting

          2. 249A. Members' approval of directors' remuneration report

          3. 250. Accounts and reports to be delivered to the registrar

          4. 250A. Civil penalty for failure to deliver accounts

          5. 250B. Delivery and publication of accounts in ECUs

          6. Art. 251 rep. by SR 2004/496

          7. 252. Period allowed for laying and delivering accounts and reports

      11. Revision of defective accounts and reports

          1. 253. Voluntary revision of annual accounts or directors' report

          2. 253A. Department's notice in respect of annual accounts

          3. 253B. Application to court in respect of defective accounts

          4. 253C. Other persons authorised to apply to court

          5. 253D. Disclosure of information held by Inland Revenue to persons authorised to apply to court

          6. 253E. Restrictions on use and further disclosure of information disclosed under Article 253D

   2. CHAPTER II Exemptions, exceptions and special provisions

      1. Small and medium‐sized companies and groups

         1. 254. Special provisions for small companies

         2. 254A. Special provisions for medium‐sized companies

         3. 255. Qualification of company as small or medium‐sized

         4. 255A. Cases in which special provisions do not apply

         5. 255B. Special auditors' report

         6. 256. Exemption for small and medium‐sized groups

         7. 256A. Group accounts prepared by small company

         8. 257. Qualification of group as small or medium‐sized

      2. Exemptions from audit for certain categories of small company

         1. 257A. Exemptions from audit

         2. 257AA. Dormant Companies

         3. 257B. Cases where exemptions not available

         4. 257C. The report required for the purposes of Article 257A(2)

         5. 257D. The reporting accountant

         6. 257E. Effect of exemptions

         7. Art. 258 rep. by SR 2001/153

      3. Listed public companies

         1. 259. Summary financial statement

      4. Private companies

         1. 260. Election to dispense with laying of accounts and reports before general meeting

         2. 261. Right of shareholder to require laying of accounts

      5. Unlimited companies

         1. 262. Exemption from requirement to deliver accounts and reports

      6. Banking and insurance companies and groups

         1. 263. Special provisions for banking and insurance companies

         2. 263A. Special provisions for banking and insurance groups

         3. 263B. Modification of disclosure requirements in relation to banking company or group

         4. Art. 263C rep. by SR 1994/428

         5. 263D. Power to apply provisions to banking partnerships

   3. CHAPTER III SUPPLEMENTARY PROVISIONS

      1. Accounting standards

         1. 264. Accounting standards

      2. Power to alter accounting requirements

         1. 265. Power of Department to alter accounting requirements

      3. Parent and subsidiary undertakings

         1. 266. Parent and subsidiary undertakings

      4. Other interpretation provisions

         1. 267. Meaning of “undertaking” and related expressions

         2. 268. Participating interests

         3. 269. Notes to the accounts

         4. 270. Minor definitions

         5. 270A. Index of defined expressions

10. PART IX DISTRIBUTION OF PROFITS AND ASSETS

    1. Limits of company's power of distribution

       1. 271. Certain distributions prohibited

       2. 272. Restriction on distribution of assets

       3. 273. Other distributors by investment companies

       4. 274. Meaning of “investment company”

       5. 275. Extension of Articles 273 and 274 to other companies

       6. 276. Realised profits of insurance company with long term business

       7. 277. Treatment of development costs

    2. Relevant accounts

       1. 278. Distribution to be justified by reference to company's accounts

       2. 279. Requirements for last annual accounts

       3. 280. Requirements for interim accounts

       4. 281. Requirements for initial accounts

       5. 282. Method of apply Article 278 so successive distributions

       6. 283. Treatment of assets in the relevant accounts

       7. 284. Distributors in kind

    3. Supplementary

       1. 285. Consequences of unlawful distribution

       2. 286. Saving for provision in a company's articles operative before the Order of 1981

       3. 287. Distributions by banking or insurance companies

       4. 288. Interpretation for Part IX

       5. 289. Saving for other restraints on distribution

11. PART X A COMPANY'S MANAGEMENT; DIRECTORS AND SECRETARIES; THEIR QUALIFICATIONS, DUTIES AND RESPONSIBILITIES

    1. Officers and registered office

       1. 290. Directors

       2. 291. Secretary

       3. 292. Acts done by person in dual capacity

       4. 293. Validity of acts of directors

       5. 294. Qualifications of company secretaries

       6. 295. Registered office

       7. 296. Register of directors and secretaries

       8. 297. Particulars of directors to be registered under Article 296

       9. 298. Particulars of secretaries to be registered under Article 296

    2. Provisions governing appointment of directors

       1. 299. Share qualifications of directors

       2. 300. Appointment of directors to be voted on individually

       3. 301. Age limit for directors

       4. 302. Duty of director to disclose his age

       5. Arts. 303‐310 rep. by 1989 NI 18

    3. Removal of directors

       1. 311. Resolution to remove director

       2. 312. Director's right to protest removal

    4. Other provisions about directors and officers

       1. 313. Directors' names on company correspondence, etc.

       2. 314. Limited company may have directors with unlimited liability

       3. 315. Special resolution making liability of directors unlimited

       4. 316. Assignment of office by directors

       5. 317. Directors to have regard to interests of employees

       6. 317A. Provisions protecting directors from liability

       7. 317B. Qualifying third party indemnity provisions

       8. 317C. Disclosure of qualifying third party indemnity provisions

       9. 318. Provisions protecting auditors from liability

12. PART XI ENFORCEMENT OF FAIR DEALING BY DIRECTORS

    1. Restrictions on directors taking financial advantage

       1. 319. Prohibition on tax-free payments to directors

       2. 320. Payment to director for loss of office, etc.

       3. 321. Company approval for property transfer

       4. 322. Director's duty of disclosure on takeover, etc.

       5. 323. Consequences of non-compliance with Article 322

       6. 324. Provisions supplementing Articles 320 to 323

       7. 325. Directors to disclose interest in contracts

       8. 326. Directors' service contracts to be open to inspection

       9. 327. Director's contract of employment for more than 5 years

       10. 328. Substantial property transactions involving directors, etc.

       11. 329. Exceptions from Article 328

       12. 330. Liabilities arising from contravention of Article 328

       13. 330A. Invalidity of certain transactions involving directors, etc.

       14. 330B. Contracts with sole members who are directors

    2. Share dealings by directors and their families

       1. 331. Prohibition on directors dealing in share options

       2. 332. Duty of director to disclose shareholdings in own company

       3. 333. Register of directors' interests notified under Article 332

       4. 334. Sanctions for non-compliance

       5. 335. Extension of Article 331 to spouses , civil partners and children

       6. 336. Extenstion of Article 332 to spouses , civil partners and children

       7. 337. Duty to notify stock exchange of matters notified under Articles 332 to 336

    3. Restrictions on a company's power to make loans, etc. to directors and persons connected with them

       1. 338. General restriction on loans, etc. to directors and persons connected with them

       2. 339. Interpretation for Articles 338ff.

       3. 340. Short-term quasi-loans

       4. 341. Inter-company loans in the same group

       5. 342. Loans of small amounts

       6. 343. Minor and business transactions

       7. 344. Transactions at behest of holding company

       8. 345. Funding of director's expenditure on duty to company

       9. 345A. Funding of director's expenditure on defending proceedings

       10. 346. Loan or quasi-loan by money-lending company

       11. 347. “Relevant amounts” for the purposes of Articles 342ff.

       12. 348. “Value” of transactions and arrangements

       13. 349. Civil remedies for breach of Article 338

       14. 350. Criminal penalties for breach of Article 338

       15. 351. Record of transactions not disclosed in company accounts

       16. 352. Exceptions from Article 351

    4. Supplementary

       1. 353. Power to increase financial limits

       2. 354. “Connected persons”, etc.

       3. 355. Transactions under foreign law

13. PART XII COMPANY ADMINISTRATION AND PROCEDURE

    1. CHAPTER I Company Identification

       1. 356. Company name to appear outside place of business

       2. 357. Company's name to appear in its correspondence, etc.

       3. 358. Company seal

       4. 359. Particulars in correspondence, etc.

    2. CHAPTER II Register of Members

       1. 360. Obligation to keep and enter up register

       2. 360A. Statement that company has only one member

       3. 361. Location of register

       4. 362. Index of members

       5. 363. Entries in register in relation to share warrants

       6. 364. Inspection of register and index

       7. 365. Non-compliance with Articles 361, 362 and 364; agent's default

       8. 366. Power to close register

       9. 367. Power of court to rectify register

       10. 368. Trusts not be entered on register

       11. 369. Register to be evidence

       12. 370. External branch registers

    3. CHAPTER III ANNUAL RETURN

       1. 371. Duty to deliver annual returns

       2. 372. Contents of annual return: general

       3. 372A. Contents of annual return: particulars of share capital . . .

       4. 372B. Contents of annual return: information about shareholders: non-traded companies

       5. 372C. Contents of annual return: information about shareholders: traded companies

       6. 372D. Contents of annual return: information about shareholders: supplementary

       7. 373. Supplementary provisions: regulations and interpretation

    4. CHAPTER IV Meetings and Resolutions

       1. Meetings

          1. 374. Annual general meeting

          2. 374A. Election by private company to dispense with annual general meetings

          3. 375. Department's power to call meeting in default

          4. 376. Extraordinary general meeting on member's requisition

          5. 377. Length of notice for calling meetings

          6. 378. General provisions as to meetings and votes

          7. 378A. Quorum at meetings of the sole member

          8. 379. Power of court to order meeting

          9. 380. Proxies

          10. 381. Right to demand a poll

          11. 382. Voting on a poll

          12. 383. Representation of bodies corporate at meetings

       2. Resolutions

          1. 384. Circulation of members' resolutions

          2. 385. In certain cases, compliance with Article 384 not required

          3. 386. Extraordinary and special resolutions

          4. 387. Resolution requiring special notice

          5. 387A. Elective resolution of private company

          6. 388. Registration, etc. of resolutions and agreements

          7. 389. Resolution passed at adjourned meeting

       3. Written resolutions of private companies

          1. 389A. Written resolutions of private companies

          2. 389B. Duty to notify auditors of proposed written resolution

          3. 389C. Written resolutions: supplementary provisions

       4. Records of proceedings

          1. 390. Minutes of meetings

          2. 390A. Recording of written resolutions

          3. 390B. Recording of decisions by the sole member

          4. 391. Inspection of minute books

    5. Chapter V AUDITORS

       1. Appointment of auditors

          1. 392. Duty to appoint auditors

          2. 393. Appointment at general meeting at which accounts laid

          3. 393A. Appointment by private company which is not obliged to lay accounts

          4. 394. Election by private company to dispense with annual appointment

          5. 395. Appointment by Department in default of appointment by company

          6. 396. Filling of casual vacancies

          7. 396A. Certain companies exempt from obligation to appoint auditors

          8. Art. 397 rep. by 1990 NI 5

       2. Rights of auditors

          1. 397A. Rights to information

          2. 397B. Offences relating to the provision of information to auditors

          3. 398. Right to attend company meetings, &c.

       3. Remuneration of auditors

          1. 398A. Remuneration of auditors

          2. 398B. Remuneration of auditors or their associates for non-audit work

       4. Removal, resignation, &c. of auditors

          1. 399. Removal of auditors

          2. 399A. Rights of auditors who are removed or not re-appointed

          3. 400. Resignation of auditors

          4. 400A. Rights of resigning auditors

          5. 401. Termination of appointment of auditors not appointed annually

          6. 401A. Statement by person ceasing to hold office as auditor

          7. 401B. Offences of failing to comply with Article 401A

14. PART XIII REGISTRATION OF CHARGES

    1. 402. Certain charges void if not registered

    2. 403. Charges which have to be registered

    3. 404. Formalities of registration (debentures)

    4. 405. Verification of charge on property outside Northern Ireland

    5. 406. Company's duty to notify registrar of charges it creates

    6. 407. Charges existing on property acquired

    7. 408. Registration of orders charging land, etc.

    8. 409. Register of charges to be kept by registrar

    9. 410. Endorsement of certificate on debentures

    10. 411. Entries of satisfaction and release

    11. 412. Rectification of register of charges

    12. 413. Registration of enforcement of security

    13. 414. Companies to keep copies of instruments creating charges

    14. 415. Company's register of charges

    15. 416. Right to inspect instruments which create charges, etc.

    16. 417. Application of this Part to companies incorporated outside Northern Ireland

15. PART XIV ARRANGEMENTS AND RECONSTRUCTIONS

    1. 418. Power of company to compromise with creditors and members

    2. 419. Information as to compromise to be circulated

    3. 420. Provisions for facilitating company reconstruction or amalgamation

    4. 420A. Application of Articles 418 to 420 mergers and divisions of public companies

16. PART XIVA TAKEOVER OFFERS

    1. 421. Takeover offers

    2. 422. Right of offeror to buy out minority shareholders

    3. 423. Effect of notice under Article 422

    4. 423A. Right of minority shareholder to be bought out by offeror

    5. 423B. Effect of requirement under Article 423A

    6. 423C. Applications to the court

    7. 423D. Joint offers

    8. 423E. Associates

    9. 423F. Convertible securities

17. PART XV INVESTIGATION OF COMPANIES AND THEIR AFFAIRS; REQUISITION OF DOCUMENTS

    1. Appointment and functions of inspectors

       1. 424. Investigation of a company on its own application or that of its members

       2. 425. Other company investigations

       3. 426. Inspectors' powers during investigation

       4. 427. Production of documents and evidence to inspectors

       5. Art. 428 rep. by 1990 NI 10

       6. 429. Obstruction of inspectors treated as contempt of court

       7. 430. Inspectors' reports

       8. 431. Power to bring civil proceedings on company's behalf

       9. 432. Expenses of investigating a company's affairs

       10. Art. 433 rep. by 1990 NI 10

       11. 434. Inspectors' report to be evidence

    2. Other powers of investigation available to the Department

       1. 435. Power to investigate company ownership

       2. 436. Provisions applicable on investigation under Article 435

       3. 437. Power to obtain information as to those interested in shares, etc.

       4. 438. Power to impose restrictions on shares and debentures

       5. 439. Investigation of share dealings

    3. Requisition and seizure of books and papers

       1. 440. Department's power to require production of documents

       2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       3. 441. Entry and search of premises

       4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       5. 442. Provision for security of information obtained

       6. 443. Punishment for destroying, mutilating, etc. company documents

       7. 444. Punishment for furnishing false information

       8. Articles 680 (restriction on prosecutions), 680A (liability of individuals for...

       9. 444A. Disclosure of information by Department or inspector

    4. Supplementary

       1. 445. Privileged information

       2. 446. Investigation of bodies incorporated outside Northern Ireland

       3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

       5. 446D. Offences by bodies corporate

18. PART XVI ORDERS IMPOSING RESTRICTIONS ON SHARES (ARTICLE 438)

    1. 447. Consequence of order imposing restrictions

    2. 448. Punishment for attempted evasion of restrictions

    3. 449. Relaxation and removal of restrictions

    4. 450. Further provisions on sale by court order of restricted shares

19. PART XVII FRAUDULENT TRADING BY A COMPANY

    1. 451. Punishment for fraudulent trading

20. PART XVIII PROTECTION OF COMPANY'S MEMBERS AGAINST UNFAIR PREJUDICE

    1. 452. Order on application of company member

    2. 453. Order on application of the Department

    3. 454. Provisions as to petitions and orders under this Part

21. Part XIX - rep. by 1989 NI 19

22. PART XX WINDING UP OF COMPANIES REGISTERED UNDER THIS ORDER OR THE FORMER COMPANIES ACTS

    1. CHAPTER I - V - Rep. by 1989 NI 19

    2. CHAPTER VI PROVISIONS AS TO DISSOLUTION

       1. 602. Power of court to declare dissolution of company void

       2. 603. Registrar may strike defunct company off register

       3. 603A. Registrar may strike private company off register on application

       4. 603B. Duties in connection with making application under Article 603A

       5. 603C. Directors' duties following application under Article 603A

       6. 603D. Articles 603B and 603C: supplementary provisions

       7. 603E. Articles 603B and 603C: enforcement

       8. 603F. Other offences connected with Article 603A

       9. 604. Objection to striking off by person aggrieved

       10. 605. Property of dissolved company to be a bona vacantia

       11. 606. Effect on Article 605 of company's revival after dissolution

       12. 607. Crown disclaimer of property vesting as bona vacantia

       13. 608. Effect of Crown disclaimer under Article 607

       14. 609. Liability for rentcharge on company's land after dissolution

       15. Arts. 610-624 rep. by 1989 NI 19

    3. CHAPTER VII - rep. by 1989 NI 19

23. PART XXI rep. by 1989 NI 19

24. PART XXII BODIES CORPORATE SUBJECT, OR BECOMING SUBJECT, TO THIS ORDER (OTHERWISE THAN BY ORIGINAL FORMATION UNDER PART II)

    1. CHAPTER I COMPANIES FORMED OR REGISTERED UNDER FORMER COMPANIES ACTS

       1. 625. Companies formed and registered under former Companies Acts

       2. 626. Companies registered but not formed under former Companies Acts

       3. 627. Companies re-registered with altered status under former Companies Acts

       4. 628. Companies registered under Joint Stock Companies Acts

    2. CHAPTER II COMPANIES NOT FORMED UNDER COMPANIES LEGISLATION, BUT AUTHORISED TO REGISTER

       1. 629. Companies capable of being registered under this Chapter

       2. 630. Procedural requirements for registration

       3. 631. Change of name on registration

       4. 632. Definition of “joint stock company”

       5. 633. Requirements for registration by joint stock companies

       6. 634. Registration of joint stock company as public company

       7. 635. Other requirements for registration

       8. 636. Name of company registering

       9. 637. Certificate of registration under this Chapter

       10. 638. Effect of registration

       11. 639. Power to substitute memorandum and articles for deed of settlement

25. PART XXIII COMPANIES INCORPORATED OUTSIDE NORTHERN IRELAND CARRYING ON BUSINESS IN NORTHERN IRELAND

    1. CHAPTER I REGISTRATION, ETC.

       1. 640. Application of this Part

       2. 640A. Branch registration under the Eleventh Company Law Directive (89/666/EEC)

       3. 640B. Scope of Articles 641 and 642

       4. 641. Documents to be delivered to registrar

       5. 642. Registration of altered particulars

       6. 642A. Change in registration regime

       7. 643. Obligation to state name and other particulars

       8. 644. Regulation of Part XXIII companies in respect of their names

       9. 644A. Service of documents: companies to which Article 640A applies

       10. 645. Service of documents on a Part XXIII company

       11. 645A. Documents to be filed on cessation of business: companies to which Article 640A applies

       12. 646. Documents to be filed on cessation of business

       13. 647. Penalties for non-compliance

       14. 648. Interpretation . . .

    2. CHAPTER II DELIVERY OF ACCOUNTS AND REPORTS

       1. 648A. Credit and financial institutions to which the Bank Branches Directive (89/117/EEC) applies

       2. 648AA. Companies to which the Eleventh Company Law Directive applies

       3. 648B. Scope of Articles 649 to 652

       4. 649. Preparation of accounts and reports by Part XXIII companies

       5. 650. Part XXIII company's financial year and accounting reference periods

       6. 651. Delivery to registrar of accounts and reports of Part XXIII company

       7. 652. Penalty for non-compliance

       8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    3. CHAPTER IV WINDING UP, ETC.

       1. 652N. Scope of Chapter

       2. 652O. Particulars to be delivered to the registrar: winding up

       3. 652P. Particulars to be delivered to the registrar: insolvency proceedings etc.

       4. 652Q. Penalty for non-compliance

26. PART XXIV THE REGISTRAR OF COMPANIES, HIS FUNCTIONS AND OFFICE

    1. 653. Registration office and registrar

    2. 654. Companies' registered numbers

    3. 654A. Registration of branches of Part XXIII companies

    4. 655. Delivery to the registar of documents in legible form

    5. Art. 656 rep. by SR 2003/3

    6. 656A. The keeping of company records by the registrar

    7. 656B. Delivery to the registrar using electronic communications

    8. 657. Fees payable to registrar

    9. 658. Inspection, &c. of records kept by the registrar

    10. 659. Certificate of incorporation

    11. 659A. Provision and authentication by registrar of documents is non-legible form

    12. 660. Public notice by registrar of receipt or issue of certain documents

    13. Art. 661 rep. by 1990 NI 10

    14. 662. Enforcement of company's duty to make returns

    15. 663. Registrar's index of company and corporate names

    16. Art. 664 rep. by 1990 NI 10

    17. 664A. Interpretation

27. PART XXV MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS

    1. Arts. 665‐666 rep. by 2003 NI 17

    2. 667. Unregistered companies

    3. 668. Power of company to provide for employees on cessation or transfer of business

    4. 669. Certain companies to publish periodical statement

    5. 670. Production and inspection of books where offence suspected

    6. 671. Form of company registers, etc.

    7. 672. Use of computers for company records

    8. 672A. Obligations of company as to inspection of registers, &c.

    9. 673. Service of documents

    10. 674. Costs and expenses in actions by certain limited companies

    11. 675. Power of court to grant relief in certain cases

    12. 676. Enforcement of High Court orders

    13. 677. Annual report by the Department

    14. 678. Punishment of offences

    15. 679. Summary proceedings

    16. 680. Prosecution by public authorities

    17. 680A. Offences by bodies corporate

    18. 680B. Criminal proceedings against unincorporated bodies

    19. 681. Regulations

28. SCHEDULES

    1. SCHEDULE 1

       PARTICULARS OF DIRECTORS, ETC. TO BE CONTAINED IN STATEMENT UNDER AERTICLE 21

       1. Directors

          1. 1. Subject to paragraph 2, the statement under Article 21(2) shall...

          2. 2. (1) It is not necessary for the statement to contain...

       2. Secretaries

          1. 3. (1) The statement shall contain the following particulars with respect...

       3. Interpretation

          1. 4. In paragraphs 1(a) and 3(1)(a)— (a) “name” means a person's...

    2. SCHEDULE 2

       INTERPRETATION OF REFERNECES TO “BENEFICIAL INTEREST”

       1. PART I REFERENCES IN ARTICLES 33, 155, 156 AND 158

          1. Residual interests under pension and employees' share schemes

             1. 1. (1) Where shares in a company are held on trust...

             2. 2. (1) This paragraph has effect as regards the operation of...

          2. Employer's charges and other rights of recovery

             1. 3. (1) Where shares in a company are held on trust,...

          3. Trustee's right to expenses, remuneration, indemnity, etc.

             1. 4. (1) Where a company is a trustee. . . ,...

          4. Supplementary

             1. 5. (1) This paragraph applies for the interpretation of this Part...

       2. PART II REFERENCES IN SCHEDULE 5

          1. Residual interests under pension and employees' share schemes

             1. 6. (1) Where shares in an undertaking are held on trust...

          2. Employer's charges and other rights of recovery

             1. 7. (1) Where shares in an undertaking are held on trust,...

          3. Trustee's right to expenses, remuneration, indemnity, &c.

             1. 8. Where an undertaking is a trustee, there shall be disregarded...

          4. Supplementary

             1. 9. (1) The following applies for the interpretation of this Part...

    3. SCHEDULE 3

       MANDATORY CONTENTS OF PROSPECTUS

       1. PART I MATTERS TO BE STATED

          1. The company's proprietorship, management and its capital requirement

             1. 1. (1) The prospectus must state— (a) the number of founders...

             2. 2. Where shares are offered to the public for subscription, the...

          2. Details relating to the offer

             1. 3. (1) The prospectus must state— (a) the time of the...

             2. 4. (1) There must be stated the number, description and amount...

             3. 5. The prospectus must state the number and amount of shares...

          3. Property acquired or to be acquired by the company

             1. 6. (1) For the purposes of paragraphs 7 and 8, “relevant...

             2. 7. As respects any relevant property, the prospectus must state—

             3. 8. There must be stated the amount (if any) paid or...

             4. 9. (1) This paragraph applies for the interpretation of paragraphs 6,...

          4. Commissions, preliminary expenses, etc.

             1. 10. (1) The prospectus must state— (a) the amount (if any)...

          5. Contracts

             1. 11. (1) The prospectus must give the dates of, parties to...

          6. Auditors

             1. 12. The prospectus must state the names and addresses of the...

          7. Interests of directors

             1. 13. (1) The prospectus must give full particulars of—

          8. Other matters

             1. 14. If the prospectus invites the public to subscribe for shares...

             2. 15. In the case of a company which has been carrying...

       2. PART II AUDITORS' AND ACCOUNTANTS' REPORTS TO BE SET OUT IN PROSPECTUS

          1. Auditors' report

             1. 16. (1) The prospectus shall set out a report by the...

          2. Accountants' reports

             1. 17. If the proceeds of the issue of the shares or...

             2. 18. (1) The following provisions apply if— (a) the proceeds of...

          3. Provisions interpreting preceding paragraphs, and modifying them in certain cases

             1. 19. If in the case of a company which has been...

             2. 20. “Financial year” in this Part means the year in respect...

             3. 21. Any report required by this Part shall either indicate by...

             4. 22. (1) A report required by paragraph 17 or 18 shall...

    4. SCHEDULE 4

       1. PART I GENERAL RULES AND FORMATS

          1. SECTION A GENERAL RULES

             1. 1. (1) Subject to the following provisions of this Schedule—

             2. 2. (1) Where in accordance with paragraph 1 a company's balance...

             3. 3. (1) Any item required in accordance with paragraph 1 to...

             4. 4. (1) In respect of every item shown in a company's...

             5. 5. Amounts in respect of items representing assets or income may...

          2. SECTION B THE REQUIRED FORMATS FOR ACCOUNTS

             1. Preliminary

                1. 6. References in this Part to the items listed in any...

                2. 7. A number in brackets following any item in any of...

                3. 8. In the notes following the formats— (a) the heading of...

                4. Balance Sheet Formats

                5. Format 1

                6. A. Called-up share capital not paid (1)

                7. B. Fixed assets (I) Intangible assets (1) Development costs

                8. C. Current assets (I) Stocks (1) Raw materials and consumables

                9. D. Prepayments and accrued income (6)

                10. E. Creditors: amounts falling due within one year

                11. F. Net current assets (liabilities) (11)

                12. G. Total assets less current liabilities

                13. H. Creditors: amounts falling due after more than one year

                14. I. Provisions for liabilities (1) Pensions and similar obligations

                15. J. Accruals and deferred income (10)

                16. K. Capital and reserves (I) Called-up share capital (12)

                18. Balance Sheet Formats

                19. Format 2

                20. ASSETS

                21. A. Called-up share capital not paid (1)

                22. B. Fixed assets (I) Intangible assets (1) Development costs

                23. C. Current assets (I) Stocks (1) Raw materials and consumables

                24. D. Prepayments and accrued income (6)

                25. LIABILITIES

                26. A. Capital and reserves (I) Called-up share capital (12)

                27. B. Provisions for liabilities (1) Pensions and similar obligations

                28. C. Creditors (13) (1) Debenture loans (7) (2) Bank loans and...

                29. D. Accruals and deferred income (10)

                30. Notes on the balance sheet formats Called-up share capital not...

                31. Profit and loss account formats

                32. Format 1

                33. (see note (17) below) Turnover Cost of sales (14) Gross...

                34. Profit and loss account formats

                35. Format 2 Turnover Change in stocks of finished goods and...

                36. Profit and loss account formats

                37. Format 3

                38. (see note (17) below)

                39. A. Charges (1) Cost of sales (14) (2) Distribution costs (14)...

                40. B. Income (1) Turnover (2) Other operating income

                41. Profit and loss account formats

                42. Format 4

                43. A. Charges (1) Reduction in stocks of finished goods and in...

                44. B. Income (1) Turnover (2) Increase in stocks of finished goods...

                45. Notes on the profit and loss account formats Cost of...

       2. PART II ACCOUNTING PRINCIPLES AND RULES

          1. SECTION A ACCOUNTING PRINCIPLES

             1. Preliminary

                1. 9. Subject to paragraph 15, the amounts to be included in...

             2. Accounting principles

                1. 10. The company shall be presumed to be carrying on business...

             3. Departure from the accounting principles

                1. 15. If it appears to the directors of a company that...

          2. SECTION B HISTORICAL COST ACCOUNTING RULESPreliminary

             1. 16. Subject to sections C and D, the amounts to be...

             2. Fixed assets

                1. 17. General rules

                2. 18. In the case of any fixed asset which has a...

                3. 19. (1) Where a fixed asset investment of a description falling...

                4. 20. Rules for determining particular fixed asset items

                5. 21. (1) The application of paragraphs 17 to 19 in relation...

             3. Current assets

                1. 22. Subject to paragraph 23, the amount to be included in...

                2. 23. (1) If the net realisable value of any current asset...

             4. Miscellaneous and supplementary provisions

                1. 24. Excess of money owed over value received as an asset item

                2. 25. Assets included at a fixed amount

                3. 26. Determination of purchase price or production cost

                4. 27. (1) Subject to the qualification mentioned below, the purchase price...

                5. 28. Substitution of original stated amount where price or cost unknown

          3. SECTION C ALTERNATIVE ACCOUNTING RULES

             1. Preliminary

                1. 29. (1) The rules set out in section B are referred...

                2. 30. Subject to paragraphs 32 to 34, the amounts to be...

             2. Alternative accounting rules

                1. 31. (1) Intangible fixed assets, other than goodwill, may be included...

             3. Application of the depreciation rules

                1. 32. (1) Where the value of any asset of a company...

             4. Additional information to be provided in case of departure from historical cost accounting rules

                1. 33. (1) This paragraph applies where the amounts to be included...

             5. Revaluation reserve

                1. 34. (1) With respect to any determination of the value of...

       3. PART III NOTES TO THE ACCOUNTS

          1. Preliminary

             1. 35. Any information required in the case of any company by...

       4. PART IV SPECIAL PROVISIONS WHERE COMPANY IS A PARENT COMPANY OR SUBSIDIARY UNDERTAKING

          1. Company's own accounts

             1. Para. 59 rep. by SR 1997/314

       5. PART V SPECIAL PROVISIONS WHERE THE COMPANY IS AN INVESTMENT COMPANY

          1. 71. (1) Paragraph 34 does not apply to the amount of...

          2. 72. (1) Any distribution made by an investment company which reduces...

          3. 73. A company shall be treated as an investment company for...

          4. Para. 74 rep. by 1990 NI 5

       6. PART VI SPECIAL PROVISIONS WHERE THE COMPANY HAS ENTERED INTO ARRANGEMENTS SUBJECT TO MERGER RELIEF

          1. Para. 75 rep. by 1990 NI 5

       7. PART VII INTERPRETATION OF SCHEDULE

          1. 76. The following paragraphs apply for the purposes of this Schedule...

    5. SCHEDULE 4A

       FORM AND CONTENT OF GROUP ACCOUNTS

       1. General rules

          1. 1. (1) Group accounts shall comply so far as practicable with...

          2. 2. (1) The consolidated balance sheet and profit and loss account...

          3. 3. (1) Where assets and liabilities to be included in the...

          4. 4. Any differences of accounting rules as between a parent company's...

          5. 5. Amounts which in the particular context of any provision of...

       2. Elimination of group transactions

          1. 6. (1) Debts and claims between undertakings included in the consolidation,...

       3. Acquisition and merger accounting

          1. 7. (1) The following provisions apply where an undertaking becomes a...

          2. 8. An acquisition shall be accounted for by the acquisition method...

          3. 9. (1) The acquisition method of accounting is as follows.

          4. 10. (1) The conditions for accounting for an acquisition as a...

          5. 11. (1) The merger method of accounting is as follows.

          6. 12. (1) Where a group is acquired, paragraphs 9 to 11...

          7. 13. (1) The following information with respect to acquisitions taking place...

          8. 14. (1) There shall also be stated in a note to...

          9. 15. Where during the financial year there has been a disposal...

          10. 16. The information required by paragraph 13, 14 or 15 need...

       4. Minority interests

          1. 17. (1) The formats set out in Schedule 4 have effect...

          2. Para. 18 rep. by SR 2004/496

       5. Joint ventures

          1. 19. (1) Where an undertaking included in the consolidation manages another...

       6. Associated undertakings

          1. 20. (1) An “associated undertaking” means an undertaking in which an...

          2. 21. (1) The formats set out in Schedule 4 have effect...

          3. 22. (1) The interest of an undertaking in an associated undertaking,...

    6. SCHEDULE 5

       DISCLOSURE OF INFORMATION: RELATED UNDERTAKINGS

       1. PART I COMPANIES NOT REQUIRED TO PREPARE GROUP ACCOUNTS

          1. Subsidiary undertakings

             1. 1. (1) The following information shall be given where at the...

          2. Holdings in subsidiary undertakings

             1. 2. (1) There shall be stated in relation to shares of...

          3. Financial information about subsidiary undertakings

             1. 3. (1) There shall be disclosed with respect to each subsidiary...

          4. Financial years subsidiary undertakings

             1. 4. Where— (a) disclosure is made under paragraph 3(1) with respect...

             2. Para. 5 rep. by SR 1997/314

          5. Shares and debentures of company held by subsidiary undertakings

             1. 6. (1) The number, description and amount of the shares in....

          6. Significant holdings in undertakings other than subsidiary undertakings

             1. 7. (1) The information required by paragraphs 8 and 9 shall...

             2. 8. (1) The name of the undertaking shall be stated.

             3. 9. (1) . . . ,there shall also be stated—

       2. PART II COMPANIES REQUIRED TO PREPARE GROUP ACCOUNTS

          1. Introductory

             1. 14. In this Part “the group” means the group consisting of...

          2. Subsidiary undertakings

             1. 15. (1) The following information shall be given with respect to...

          3. Holdings in subsidiary undertakings

             1. 16. (1) The following information shall be given with respect to...

          4. Financial information about subsidiary undertakings not included in the consolidation

             1. 17. (1) There shall be shown with respect to each subsidiary...

          5. Paras. 18, 19 rep. by SR 1997/314

          6. Shares and debentures of company held by subsidiary undertakings

             1. 20. (1) The number, description and amount of the shares in....

          7. Joint ventures

             1. 21. (1) The following information shall be given where an undertaking...

          8. Associated undertakings

             1. 22. (1) The following information shall be given where an undertaking...

          9. Other significant holdings of parent company or group

             1. 23. (1) The information required by paragraphs 24 and 25 shall...

             2. 24. (1) The name of the undertaking shall be stated.

             3. 25. (1) . . . there shall also be stated—

             4. 26. (1) The information required by paragraphs 27 and 28 shall...

             5. 27. (1) The name of the undertaking shall be stated.

             6. 28. (1) . . . there shall also be stated—

    7. SCHEDULE 6

       1. PART I CHAIRMAN'S AND DIRECTORS' EMOLUMENTS, PENSIONS AND COMPENSATION FOR LOSS OF OFFICE

          1. CHAPTER 1

             PROVISIONS APPLYING TO QUOTED AND UNQUOTED COMPANIES

             1. 1. Aggregate amount of directors' emoluments etc.

          2. CHAPTER II

             PROVISIONS APPLYING ONLY TO UNQUOTED COMPANIES

             1. 2. Details of highest paid director's emoluments etc.

       2. PART II LOANS, QUASI‐LOANS AND OTHER DEALINGS IN FAVOUR OF DIRECTORS

          1. 15. The group accounts of a holding company, or if it...

          2. 16. The accounts prepared by a company other than a holding...

          3. 17. (1) For the purposes of paragraphs 15(c) and 16(c), a...

          4. 18. Paragraphs 15 and 16 do not apply in relation to...

          5. 19. Paragraphs 15 and 16 apply whether or not—

          6. 20. Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...

          7. 21. Neither paragraph 15(c) nor paragraph 16(c) applies in relation to...

          8. 22. The particulars required by this Part

          9. 23. In paragraph 22(2), heads (c) to (f) do not apply...

          10. 24. Excluded transactions

          11. 25. In relation to a company's accounts for a financial year,...

          12. For this purpose a company's net assets are the aggregate...

          13. 26. Section 258 of the Companies Act 2006 (power to increase...

          14. 27. Interpretation

       3. PART III OTHER TRANSACTIONS, ARRANGEMENTS AND AGREEMENTS

          1. 28. This Part applies in relation to the following classes of...

          2. 29. (1) To comply with this Part, the accounts must contain...

          3. 30. The following provisions of the Companies Act 2006 apply for...

    8. SCHEDULE 7

       1. PART I MATTERS OF A GENERAL NATURE

          1. Asset values

             1. 1. Sub-para. (1) rep. by SR 1997/314 (2) If, in the...

          2. Directors' interests

             1. 2. (1) The information required by paragraphs 2A and 2B shall...

             2. 2A. (1) It shall be stated with respect to each director...

             3. 2B. (1) It shall be stated with respect to each director...

          3. Political and charitable gifts

             1. 3. (1) The following applies if the company (not being the...

             2. 4. (1) Paragraph 3 does not apply to a company which,...

             3. 5. (1) This paragraph applies for the interpretation of paragraphs 3...

             4. Para. 5A rep. by SR 1997/314

          4. Miscellaneous

             1. 6. (1) The directors' report shall contain— (a) particulars of any...

       2. PART II DISCLOSURE REQUIRED BY COMPANY ACQUIRING ITS OWN SHARES, ETC.

          1. 7. This Part applies where shares in a company—

          2. 8. The directors' report with respect to a financial year shall...

       3. PART III DISCLOSURE CONCERNING EMPLOYMENT, ETC. OF DISABLED PERSONS

          1. 9. (1) This Part applies to the directors' report where the...

    9. SCHEDULE 7ZA

       OPERATING AND FINANCIAL REVIEW

       1. Review objective

          1. 1. An operating and financial review is a balanced and comprehensive...

       2. Other general requirements

          1. 2. The review must include— (a) a statement of the business,...

       3. Details of particular matters

          1. 3. (1) To the extent necessary to comply with the general...

          2. 4. (1) The review must include— (a) information about environmental matters...

          3. 5. The review must also include— (a) information about persons with...

          4. 6. (1) The review must include analysis using financial and, where...

       4. Reference to and explanation of company accounts

          1. 7. To the extent necessary to comply with the general requirements...

       5. Application of Schedule to group operating and financial review

          1. 8. In relation to a group operating and financial review this...

    10. SCHEDULE 7A

        1. PART I INTRODUCTORY

           1. 1. (1) In the directors' remuneration report for a financial year...

        2. PART II INFORMATION NOT SUBJECT TO AUDIT

           1. Consideration by the directors of matters relating to directors' remuneration

              1. 2. (1) If a committee of the company's directors has considered...

           2. Statement of company's policy on directors' remuneration

              1. 3. (1) The directors' remuneration report shall contain a statement of...

           3. Performance graph

              1. 4. (1) The directors' remuneration report shall— (a) contain a line...

           4. Service contracts

              1. 5. (1) The directors' remuneration report shall contain, in respect of...

        3. PART III INFORMATION SUBJECT TO AUDIT

           1. Amount of each director's emoluments and compensation in the relevant financial year

              1. 6. (1) The directors' remuneration report shall for the relevant financial...

           2. Share options

              1. 7. (1) The directors' remuneration report shall contain, in respect of...

              2. 8. The information required by sub‐paragraph (1) of paragraph 7 in...

              3. 9. (1) If, in the opinion of the directors of the...

           3. Long-term incentive schemes

              1. 10. (1) The directors' remuneration report shall contain, in respect of...

              2. 11. (1) The information required by sub‐paragraph (1) of paragraph 10...

           4. Pensions

              1. 12. (1) The directors' remuneration report shall, for each person who...

           5. Excess retirement benefits of directors and past directors

              1. 13. (1) Subject to sub‐paragraph (3), the directors' remuneration report shall...

           6. Compensation for past directors

              1. 14. The directors' remuneration report shall contain details of any significant...

           7. Sums paid to third parties in respect of a director's services

              1. 15. (1) The directors' remuneration report shall show, in respect of...

        4. PART IV INTERPRETATION AND SUPPLEMENTARY

           1. 16. (1) In this Schedule— “amount”, in relation to a gain...

           2. 17. (1) For the purposes of this Schedule emoluments paid or...

           3. 18. (1) The following applies with respect to the amounts to...

           4. 19. (1) The amounts to be shown for any financial year...

           5. 20. Where it is necessary to do so for the purpose...

           6. 21. This Schedule requires information to be given only so far...

    12. SCHEDULE 8

        FORM AND CONTENT OF ACCOUNTS PREPARED BY SMALL COMPANIES

        1. PART I GENERAL RULES AND FORMATS

           1. SECTION A GENERAL RULES

              1. 1. (1) Subject to the following provisions of this Schedule—

              2. 2. (1) Where in accordance with paragraph 1 a small company's...

              3. 3. (1) Any item required in accordance with paragraph 1 to...

              4. 4. (1) In respect of every item shown in a small...

              5. 5. Amounts in respect of items representing assets or income may...

           2. SECTION B THE REQUIRED FORMATS FOR ACCOUNTS

              1. Preliminary

                 1. 6. References in this Part to the items listed in any...

                 2. 7. A number in brackets following any item in any of...

                 3. 8. In the notes following the formats— (a) the heading of...

                 4. Balance Sheet Formats

                 5. Format 1

                 6. A. Called-up share capital not paid (1)

                 7. B. Fixed assets (I) Intangible assets (1) Goodwill (2)

                 8. C. Current assets (I) Stocks (1) Stocks (2) Payments on account...

                 9. D. Prepayments and accrued income (6)

                 10. E. Creditors: amounts falling due within one year

                 11. F. Net current assets (liabilities) (8)

                 12. G. Total assets less current liabilities

                 13. H. Creditors: amounts falling due after more than one year

                 14. I. Provisions for liabilities

                 15. J. Accruals and deferred income (7)

                 16. K. Capital and reserves (I) Called up share capital (9)

                 18. Balance Sheet Formats

                 19. Format 2

                 20. ASSETS

                 21. A. Called up share capital not paid (1)

                 22. B. Fixed assets (I) Intangible assets (1) Goodwill (2)

                 23. C. Current assets (I) Stocks (1) Stocks (2) Payments on account...

                 24. D. Prepayments and accrued income (6)

                 25. LIABILITIES

                 26. A. Capital and reserves (I) Called up share capital (9)

                 27. B. Provisions for liabilities

                 28. C. Creditors (10) (1) Bank loans and overdrafts

                 29. D. Accruals and deferred income (7)

                 30. Notes on the balance sheet formats Called-up share capital not...

                 31. Profit and loss account formats

                 32. Format 1

                 33. (see note (14) below) Turnover Cost of sales (11) Gross...

                 34. Profit and loss account formats

                 35. Format 2 Turnover Change in stocks of finished goods and...

                 36. Profit and loss account formats

                 37. Format 3

                 38. (see note (14) below)

                 39. A. Charges (1) Cost of sales (11) (2) Distribution costs (11)...

                 40. B. Income (1) Turnover (2) Other operating income

                 41. Profit and loss account formats

                 42. Format 4

                 43. A. Charges (1) Reduction in stock of finished goods and in...

                 44. B. Income (1) Turnover (2) Increase in stocks of finished goods...

                 45. Notes on the profit and loss account formats Cost of...

        2. PART II ACCOUNTING PRINCIPLES AND RULES

           1. SECTION A ACCOUNTING PRINCIPLES

              1. Preliminary

                 1. 9. Subject to paragraph 15, the amounts to be included in...

              2. Accounting principles

                 1. 10. The company shall be presumed to be carrying on business...

                 2. 11. Accounting policies shall be applied consistently within the same accounts...

                 3. 12. The amount of any item shall be determined on a...

                 4. 13. All income and charges relating to the financial year to...

                 5. 14. In determining the aggregate amount of any item the amount...

              3. Departure from the accounting principles

                 1. 15. If it appears to the directors of a small company...

           2. SECTION B HISTORICAL COST ACCOUNTING RULES

              1. Preliminary

                 1. 16. Subject to sections C and D, the amounts to be...

              2. Fixed assets

                 1. 17. General rules

                 2. 18. In the case of any fixed asset which has a...

                 3. 19. (1) Where a fixed asset investment of a description falling...

                 4. 20. Rules for determining particular fixed asset items

                 5. 21. (1) The application of paragraphs 17 to 19 in relation...

              3. Current assets

                 1. 22. Subject to paragraph 23, the amount to be included in...

                 2. 23. (1) If the net realisable value of any current asset...

              4. Miscellaneous and supplementary provisions

                 1. 24. Excess of money owed over value received as an asset item

                 2. 25. Assets included at a fixed amount

                 3. 26. Determination of purchase price or production cost

                 4. 27. (1) Subject to the qualification mentioned below, the purchase price...

                 5. 28. Substitution of original stated amount where price or cost unknown

           3. SECTION C ALTERNATIVE ACCOUNTING RULES

              1. Preliminary

                 1. 29. (1) The rules set out in section B are referred...

                 2. 30. Subject to paragraphs 32 to 34, the amounts to be...

              2. Alternative accounting rules

                 1. 31. (1) Intangible fixed assets, other than goodwill, may be included...

              3. Application of the depreciation rules

                 1. 32. Where the value of any asset of a small company...

                 2. 33. Additional information to be provided in case of departure from historical cost accounting rules

              4. Revaluation reserve

                 1. 34. (1) With respect to any determination of the value of...

        3. PART III NOTES TO THE ACCOUNTS

           1. Preliminary

              1. 35. Any information required in the case of any small company...

        4. PART IV INTERPRETATION OF SCHEDULE

           1. 52. The following paragraphs apply for the purposes of this Schedule...

    13. SCHEDULE 8A

        Form and Content of Abbreviated Accounts of Small Companies delivered to Registrar

        1. PART I BALANCE SHEET FORMATS

           1. 1. A small company may deliver to the registrar a copy...

           2. 2. The formats referred to in paragraph 1 are as follows—...

           3. Balance Sheet Formats

           4. Format 1

           5. A. Called-up share capital not paid

           6. B. Fixed assets (I) Intangible assets (II) Tangible assets

           7. C. Current assets (I) Stocks (II) Debtors (1)

           8. D. Prepayments and accrued income

           9. E. Creditors: amounts falling due within one year

           10. F. Net current assets (liabilities)

           11. G. Total assets less current liabilities

           12. H. Creditors: amounts falling due after more than one year

           13. I. Provisions for liabilities

           14. J. Accruals and deferred income

           15. K. Capital and reserves (I) Called up share capital

           16. Balance Sheet Formats

           17. Format 2

           18. ASSETS

           19. A. Called up share capital not paid

           20. B. Fixed assets (I) Intangible assets (II) Tangible assets

           21. C. Current assets (I) Stocks (II) Debtors (1)

           22. D. Prepayments and accrued income

           23. LIABILITIES

           24. A. Capital and reserves (I) Called up share capital

           25. B. Provisions for liabilities

           26. C. Creditors (2)

           27. D. Accrurals and deferred income

           28. Notes on the balance sheet formats Debtors (Formats 1 and...

        2. PART II NOTES TO THE ACCOUNTS

           1. Preliminary

              1. 3. Any information required in the case of any small company...

           2. Disclosure of accounting policies

              1. 4. The accounting policies adopted by the company in determining the...

           3. Information supplementing the balance sheet

              1. 5. Share capital and debentures

              2. 6. If the company has allotted any shares during the financial...

              3. 7. Fixed assets

           4. General

              1. 9. (1) Where sums originally denominated in foreign currencies have been...

    14. SCHEDULE 9

        1. PART I INDIVIDUAL ACCOUNTS

           1. CHAPTER I

              GENERAL RULES AND FORMATS

           2. SECTION A

              GENERAL RULES

              1. 1. (1) Subject to the following provisions of this Part:

              2. 4. (1) In respect of every item shown in the balance...

              3. 5. (1) Subject to the following provisions of this paragraph and...

              4. 6. (1) Assets shall be shown under the relevant balance sheet...

              5. 7. Assets acquired in the name of and on behalf of...

              6. Para. 8 rep. by SR 2004/496

           3. SECTION B

              THE REQUIRED FORMATS FOR ACCOUNTS

           4. Preliminary

              1. 9. (1) References in this Part to the balance sheet format...

              2. 10. A number in brackets following any item in any of...

           5. Balance Sheet Format

              1. ASSETS

              2. 1. Cash and balances at central [or post office] banks (1)...

              3. 5. Debt securities [and other fixed income securities] (6), (20)

              4. 6. Equity shares [and other variable-yield securities]

              5. 7. Participating interests

              6. 8. Shares in group undertakings

              7. 9. Intangible fixed assets (7)

              8. 10. Tangible fixed assets (8)

              9. 11. Called up capital not paid (9)

              10. 12. Own Shares (10)

              11. 13. Other assets

              12. 14. Called up capital not paid (9)

              13. 15. Prepayments and accrued income

              14. Total assets

              15. LIABILITIES

              16. 1. Deposits by banks (11), (20) (a) Repayable on demand

              17. 5. Accruals and deferred income

              18. 6. Provisions for liabilities (a) Provisions for pensions and similar obligations...

              19. 7. Subordinated liabilities (14), (20)

              20. 8. Called up share capital (15)

              21. 9. Share premium account

              22. 10. Reserves (a) Capital redemption reserve (b) Reserve for own shares...

              23. 11. Revaluation reserve

              24. 12. Profit and loss account

              25. Total liabilities

              26. MEMORANDUM ITEMS

              27. 1. Contingent liabilities (16) (1) Acceptances and endorsements

           6. Notes on the balance sheet format and memorandum items

              1. (1). Cash and balances at central [or post office] banks

              2. (Assets item 1)

              3. Cash shall comprise all currency including foreign notes and coins....

              4. Only those balances which may be withdrawn without notice and...

              5. (Assets item 2(a))

              6. Treasury bills and similar securities shall comprise treasury bills and...

              7. (Assets item 2(b))

              8. Other eligible bills shall comprise all bills purchased to the...

              9. (Assets item 3)

              10. Loans and advances to banks shall comprise all loans and...

              11. (5). Loans and advances to customers

              12. (Assets item 4)

              13. Loans and advances to customers shall comprise all types of...

              14. (6). Debt securities [and other fixed income securities]

              15. (Assets item 5)

              16. This item shall comprise transferable debt securities and any other...

              17. Where a company holds its own debt securities these shall...

              18. Securities bearing interest rates that vary in accordance with specific...

              19. (7). Intangible fixed assets

              20. (Assets item 9)

              21. This item shall comprise: development costs; concessions, patents, licences, trade...

              22. Amounts representing goodwill shall only be included to the extent...

              23. There shall be disclosed, in a note to the accounts,...

              24. (8). Tangible fixed assets

              25. (Assets item 10)

              26. This item shall comprise: —land and buildings; —plant and machinery;...

              27. (9). Called up capital not paid

              28. (Assets items 11 and 14)

              29. The two positions shown for this item are alternatives.

              30. (10). Own shares

              31. (Assets item 12)

              32. The nominal value of the shares held shall be shown...

              33. (11). Deposits by banks

              34. (Liabilities item 1)

              35. Deposits by banks shall comprise all amounts arising out of...

              36. (12). Customer accounts

              37. (Liabilities item 2)

              38. This item shall comprise all amounts owed to creditors that...

              39. (13). Debt securities in issue

              40. (Liabilities item 3)

              41. This item shall include both debt securities and debts for...

              42. (14). Subordinated liabilities

              43. (Liabilities item 7)

              44. This item shall comprise all liabilities in respect of which...

              45. (15). Called up share capital

              46. (Liabilities item 8)

              47. The amount of allotted share capital and the amount of...

              48. (16). Contingent liabilities

              49. (Memorandum item 1)

              50. This item shall include all transactions whereby the company has...

              51. Liabilities arising out of the endorsement of rediscounted bills shall...

              52. (17). Contingent liabilities: Guarantees and assets pledged as collateral security

              53. (Memorandum item 1(2))

              54. This item shall include all guarantee obligations incurred and assets...

              55. (18). Commitments

              56. (Memorandum item 2)

              57. This item shall include every irrevocable commitment which could give...

              58. (19). Commitments: Commitments arising out of sale and option to resell...

              59. (Memorandum item 2(1))

              60. This sub-item shall comprise commitments entered into by the company...

              61. (20). Claims on, and liabilities to, undertakings in which a participating...

              62. (Assets items 2 to 5, Liabilities items 1 to 3...

              63. The following information must be given either by way of...

              64. The amount of the following must be shown for each...

           7. Special Rules

              1. 11. Subordinated assets

              2. 12. Syndicated loans

              3. 13. Sale and repurchase transactions

              4. 14. Sale and option to resell transactions

              5. 15. Managed funds

           8. Profit and Loss Account Formats

           9. FORMAT 1

              1. Vertical layout

              2. 1. Interest receivable (1) (1) Interest receivable and similar income arising...

              3. 5. Fees and commissions payable (4)

              4. 6. Dealing [profits] [losses] (5)

              5. 7. Other operating income

              6. 8. Administrative expenses (a) Staff costs (i) Wages and salaries

              7. 9. Depreciation and amortisation (6)

              8. 10. Other operating charges

              9. 11. Provisions (a) Provisions for bad and doubtful debts (7)

              10. 12. Adjustments to provisions (a) Adjustments to provisions for bad and...

              11. 13. Amounts written off fixed asset investments (11)

              12. 14. Adjustments to amounts written off fixed asset investments (12)

              13. 15. [Profit] [loss] on ordinary activities before tax

              14. 16. Tax on [profit] [loss] on ordinary activities

              15. 17. [Profit] [loss] on ordinary activities after tax

              16. 18. Extraordinary income

              17. 19. Extraordinary charges

              18. 20. Extraordinary [profit] [loss]

              19. 21. Tax on extraordinary [profit] [loss]

              20. 22. Extraordinary [profit] [loss] after tax

              21. 23. Other taxes not shown under the preceding items

              22. 24. [Profit] [loss] for the financial year

           10. FORMAT 2

               1. Horizontal layout

               2. A. Charges (1) Interest payable (2) (2) Fees and commissions payable...

               3. B. Income (1) Interest receivable (1) (1) Interest receivable and similar...

           11. Notes on the profit and loss account formats

               1. (1). Interest receivable

               2. (Format 1, item 1; Format 2, item B1)

               3. This item shall include all income arising out of banking...

               4. (Format 1, item 2; Format 2, item A1)

               5. This item shall include all expenditure arising out of banking...

               6. (Format 1, item 4; Format 2, item B3)

               7. Fees and commissions receivable shall comprise income in respect of...

               8. In particular the following fees and commissions receivable must be...

               9. (Format 1, item 5; Format 2, item A2)

               10. Fees and commissions payable shall comprise charges for all services...

               11. In particular the following fees and commissions payable must be...

               12. (5). Dealing [profits] [losses]

               13. (Format 1, item 6; Format 2, items B4 and A3)...

               14. This item shall comprise: the net profit or net loss...

               15. (6). Depreciation and amortisation

               16. (Format 1, item 9; Format 2, item A5)

               17. This item shall comprise depreciation and other amounts written off...

               18. (7). Provisions: Provisions for bad and doubtful debts

               19. (Format 1, item 11(a); Format 2, item A7(a))

               20. Provisions for bad and doubtful debts shall comprise charges for...

               21. (8). Provisions: Provisions for contingent liabilities and commitments

               22. (Format 1, item 11(b); Format 2, item A7(b))

               23. This item shall comprise charges for provisions for contingent liabilities...

               24. (9). Adjustments to provisions: Adjustments to provisions for bad and doubtful...

               25. (Format 1, item 12(a); Format 2, item B5(a))

               26. This item shall include credits from the recovery of loans...

               27. (10). Adjustments to provisions: Adjustments to provisions for contingent liabilities and...

               28. (Format 1, item 12(b); Format 2, item B5(b))

               29. This item comprises credits from the reduction of provisions previously...

               30. (11). Amounts written off fixed asset investments

               31. (Format 1, item 13; Format 2, item A8)

               32. Amounts written off fixed asset investments shall comprise amounts written...

               33. (12). Adjustments to amounts written off fixed asset investments

               34. (Format 1, item 14; Format 2, item B6)

               35. Adjustments to amounts written off fixed asset investments shall include...

           12. CHAPTER II

               ACCOUNTING PRINCIPLES AND RULES

           13. SECTION A

               ACCOUNTING PRINCIPLES

               1. 16. Subject to paragraph 22, the amounts to be included in...

           14. Accounting principles

               1. 17. The company shall be presumed to be carrying on business...

               2. 18. Accounting policies shall be applied consistently within the same accounts...

               3. 19. The amount of any item shall be determined on a...

               4. 20. All income and charges relating to the financial year to...

               5. 21. In determining the aggregate amount of any item the amount...

           15. Departure from the accounting principles

               1. 22. If it appears to the directors of a company that...

           16. SECTION B

               VALUATION RULES

           17. HISTORICAL COST ACCOUNTING RULES

           18. Preliminary

               1. 23. Subject to paragraphs 39 to 44F, the amounts to be...

           19. Fixed assets

               1. 24. General rules

               2. 25. In the case of any fixed asset which has a...

               3. 26. (1) Where a fixed asset investment of a description falling...

               4. 27. Development costs

               5. 28. Goodwill

               6. 29. Intangible and tangible fixed assets

               7. 30. Other fixed assets

               8. 31. Financial fixed assets

           20. Current Assets

               1. 32. The amount to be included in respect of loans and...

               2. 33. (1) If the net realisable value of any asset referred...

               3. 34. (1) Subject to paragraph 33, the amount to be included...

           21. Miscellaneous and supplementary provisions

               1. 35. Excess of money owed over value received as an asset item

               2. 36. Determination of cost

               3. 37. (1) Subject to the qualification mentioned below, the cost of...

               4. 38. Substitution of original amount where price or cost unknown

           22. ALTERNATIVE ACCOUNTING RULES

           23. Preliminary

               1. 39. (1) The rules set out in paragraphs 24 to 38...

               2. 40. Subject to paragraphs 42 to 44, the amounts to be...

           24. Alternative accounting rules

               1. 41. (1) Intangible fixed assets, other than goodwill, may be included...

           25. Application of the depreciation rules

               1. 42. (1) Where the value of any asset of a company...

           26. Additional information to be provided in case of departure from historical cost accounting rules

               1. 43. (1) This paragraph applies where the amounts to be included...

           27. Revaluation reserve

               1. 44. (1) With respect to any determination of the value of...

        2. PART II CONSOLIDATED ACCOUNTS

           1. Para. 1 rep. by SR 2004/496

           2. 5. Foreign currency translation

           3. 6. Any income and expenditure of undertakings included in the consolidation...

           4. 7. Information as to undertaking in which shares held as a result of financial assistance operation

        3. PART III ADDITIONAL DISCLOSURE: RELATED UNDERTAKINGS

           1. 1. (1) Where accounts are prepared in accordance with the special...

        4. PART IV ADDITIONAL DISCLOSURE: EMOLUMENTS AND OTHER BENEFITS OF DIRECTORS AND OTHERS

           1. 1. The provisions of this Part have effect with respect to...

           2. 2. Loans, quasi-loans and other dealings

           3. 3. Other transactions, arrangements and agreements

    15. SCHEDULE 9A

        Form and Content of Accounts of Insurance Companies and Groups

        1. PART 1 INDIVIDUAL ACCOUNTS

           1. CHAPTER 1

              GENERAL RULES AND FORMATS

           2. SECTION A

           3. GENERAL RULES

              1. 1. (1) Subject to the following provisions of this Part—

              2. 2. (1) Any item required in accordance with paragraph 1 to...

              3. 3. (1) In respect of every item shown in the balance...

              4. 4. Subject to the provisions of this Schedule, amounts in respect...

              5. Para. 5 rep. by SR 2004/496

              6. 6. (1) The provisions of this Schedule which relate to long...

           4. SECTION B

              THE REQUIRED FORMATS FOR ACCOUNTS

           5. Preliminary

              1. 7. (1) References in the Part to the balance sheet format...

              2. 8. A number in brackets following any item in either of...

              3. 9. (1) In the profit and loss account format set out...

           6. Balance Sheet Format

              1. ASSETS

              2. A. Called up share capital not paid (1)

              3. B. Intangible assets (1) Development costs (2) Concessions, patents, licences, trade...

              4. C. Investments

              5. I. Land and buildings (4)

              6. II. Investments in group undertakings and participating interests

              7. III. Other financial investments (1) Shares and other variable-yield securities and...

              8. IV. Deposits with ceding undertakings (10)

              9. D. Assets held to cover linked liabilities (11)

              10. Da. Reinsurers' share of technical provisions (12) (1) Provision for unearned...

              11. E. Debtors (13)

              12. I. Debtors arising out of direct insurance operations

              13. II. Debtors arising out of reinsurance operations

              14. III. Other debtors

              15. IV. Called up share capital not paid (1)

              16. F. Other assets

              17. I. Tangible assets (1) Plant and machinery (2) Fixtures, fittings, tools...

              18. II. Stocks (1) Raw materials and consumables (2) Work in progress...

              19. III. Cash at bank and in hand

              20. IV. Own shares (14)

              21. V. Other (15)

              22. G. Repayments and accrued income

              23. I. Accrued interest and rent (16)

              24. II. Deferred acquisition costs (17)

              25. III. Other repayments and accrued income

              26. LIABILITIES

              27. A. Capital and reserves

              28. I. Called up share capital or equivalent funds

              29. II. Share premium account

              30. III. Revaluation reserve

              31. IV. Reserves (1) Capital redemption reserves (2) Reserve for own shares...

              32. V. Profit and loss account

              33. B. Subordinated liabilities (18)

              34. Ba. Fund for future appropriations (19)

              35. C. Technical provisions (1) Provision for unearned premiums (20)

              36. D. Technical provisions for linked liabilities (26) (a) gross amount

              37. E. Provisions for other risks (1) Provisions for pensions and similar...

              38. F. Deposits received from reinsurers (27)

              39. G. Creditors (28)

              40. I. Creditors arising out of direct insurance operations

              41. II. Creditors arising out of reinsurance operations

              42. III. Debenture loans (29)

              43. IV. Amounts owed to credit institutions

              44. V. Other creditors including taxation and social security

              45. H. Accruals and deferred income

           7. Notes on the Balance Sheet Format

              1. (1). Called up share capital not paid

              2. (Assets items A and E.IV)

              3. This item may be shown in either of the positions...

              4. (2). Concessions, patents, licences, trade marks and similar rights and assets...

              5. (Assets item B.2)

              6. Amounts in respect of assets shall only be included in...

              7. (Assets item B.3)

              8. Amounts representing goodwill shall only be included to the extent...

              9. (4). Land and Buildings

              10. (Assets item C.1)

              11. The amount of any land and buildings occupied by the...

              12. (5). Debt securities and other fixed income securities

              13. (Assets item C.III.2)

              14. This item shall comprise transferable debt securities and any other...

              15. Securities bearing interest rates that vary in accordance with specific...

              16. (6). Participation in investment pools

              17. (Assets item C.III.3)

              18. This item shall comprise shares held by the company in...

              19. (7). Loans secured by mortgages and other loans

              20. (Assets items C.III.4 and C.III.5)

              21. Loans to policy holders for which the policy is the...

              22. (8). Deposits with credit institutions

              23. (Assets item C.III.6)

              24. This item shall comprise sums the withdrawal of which is...

              25. (9). Other

              26. (Assets item C.III.7)

              27. This item shall comprise those investments which are not covered...

              28. (10). Deposits with ceding undertakings

              29. (Assets item C.IV)

              30. Where the company accepts reinsurance this item shall comprise amounts,...

              31. These amounts may not be combined with other amounts owed...

              32. Securities deposited with ceding undertakings or third parties which remain...

              33. (11). Assets held to cover linked liabilities

              34. (Assets item D)

              35. In respect of long-term business, this item shall comprise investments...

              36. This item shall also comprise investments which are held on...

              37. (12). Reinsurance amounts

              38. (Assets item Da: Liabilities items C.1(b), 2(b), 3(b), 4(b) and...

              39. The reinsurance amounts may be shown either under Assets item...

              40. The reinsurance amounts shall comprise the actual or estimated amounts...

              41. As regards the provision for unearned premiums, the reinsurance amounts...

              42. (13). Debtors

              43. (Assets item E)

              44. Amounts owned by group undertakings and undertakings in which the...

              45. (14). Own shares

              46. (Assets item F.IV)

              47. The nominal value of the shares shall be shown separately...

              48. (15). Other

              49. (Assets item F.V)

              50. This item shall comprise those assets which are not covered...

              51. (16). Accrued interest and rent

              52. (Assets item G.I)

              53. This item shall comprise those items that represent interest and...

              54. (17). Deferred acquisition costs

              55. (Assets item G.II)

              56. This item shall comprise the costs of acquiring insurance policies...

              57. Deferred acquisition costs arising in general business shall be distinguished...

              58. In the case of general business, the amount of any...

              59. There shall be disclosed in the notes to the accounts—...

              60. (18). Subordinated liabilities

              61. (Liabilities item B)

              62. This item shall comprise all liabilities in respect of which...

              63. (19). Fund for future appropriations

              64. (Liabilities item Ba)

              65. This item shall comprise all funds the allocation of which...

              66. Transfers to and from this item shall be shown in...

              67. (20). Provision for unearned premiums

              68. (Liabilities item C.1)

              69. In the case of long-term business the provision for unearned...

              70. The provision for unearned premiums shall comprise the amount representing...

              71. (21). Long term business provision

              72. (Liabilities item C.2)

              73. This items shall comprise the actuarially estimated value of the...

              74. This item shall also comprise claims incurred but not reported,...

              75. (22). Claims outstanding

              76. (Liabilities item C.3)

              77. This item shall comprise the total estimated ultimate cost to...

              78. (23). Provision for bonuses and rebates

              79. (Liabilities item C.4)

              80. This item shall comprise amounts intended for policy holders or...

              81. (24). Equalisation provision

              82. (Liabilities item C.5)

           8. Special Rules for Balance Sheet Format

              1. 10. Additional items

              2. 11. Managed funds

              3. 12. Deferred acquisition costs

           9. Profit and loss account format

              1. I. Technical account—General business (1) Earned premiums, net of reinsurance

              2. II. Technical account—long term business (1) Earned premiums, net of reinsurance...

              3. III. Non-technical account (1) Balance on the general business technical account—(item...

           10. Notes on the profit and loss account format

               1. 1. Gross Premiums Written (General business technical account: item I.1(a) Long-term...

               2. 2. Outward reinsurance premiums (General business technical account: item I.1(b) Long-term...

               3. 3. Change in the provision for unearned premiums, net of reinsurance...

               4. 4. Claims incurred, net of reinsurance (General business technical account: item...

               5. 5. Bonuses and rebates, net of reinsurance (General business technical account:...

               6. 6. Acquisition costs (General business technical account: item I.7(a) Long-term business...

               7. 7. Administrative expenses (General business technical account: item I.7(c) Long-term business...

               8. Item II.8(c). shall also include policy renewal commissions.

               9. 8. Investment income, expenses and charges (General business technical account: items...

               10. 9. Unrealised gains and losses on investments (Long-term business technical account:...

               11. 10. Allocated investment return (General business technical account: items I.2 and...

           11. CHAPTER II

               ACCOUNTING PRINCIPALS AND RULES

           12. SECTION A

               ACCOUNTING PRINICPLES

           13. Preliminary

               1. 13. Subject to paragraph 19, the amounts to be included in...

           14. Accounting principles

               1. 14. The company shall be presumed to be carrying on business...

               2. 15. Accounting policies shall be applied consistently within the same accounts...

               3. 16. The amount of any item shall be determined on a...

               4. 17. All income and charges relating to the financial year to...

               5. 18. In determining the aggregate amount of any item the amount...

           15. Departure from accounting principles

               1. 19. If it appears to the directors of a company that...

        2. CHAPTER III NOTES TO THE ACCOUNTS

           1. Preliminary

              1. 54. (1) Any information required in the case of any company...

           2. General

              1. 55. Disclosure of accounting policies

              2. 56. It shall be stated whether the accounts have been prepared...

              3. 57. Sums denominated in foreign currencies

        3. PART II CONSOLIDATED ACCOUNTS

           1. 1. Schedule 4A to apply Part I of this Schedule with modifications

           2. 2. Modifications of Part I of this Schedule for purposes of paragraph 1

    16. 1. Schedule 10 rep. by SR 1994/428

    17. SCHEDULE 10A

        PARENT AND SUBSIDIARY UNDERTAKINGS: SUPPLEMENTARY PROVISIONS

        1. Introduction

           1. 1. The provisions of this Schedule explain expressions used in Article...

        2. Voting rights in an undertaking

           1. 2. (1) In Article 266(2)(a) and (d) the references to the...

        3. Right to appoint or remove a majority of the directors

           1. 3. (1) In Article 266(2)(b) the reference to the right to...

        4. Right to exercise dominant influence

           1. 4. (1) For the purposes of Article 266(2)(c) an undertaking shall...

        5. Rights exercisable only in certain circumstances or temporarily incapable of exercise

           1. 5. (1) Rights which are exercisable only in certain circumstances shall...

        6. Rights held by one person on behalf of another

           1. 6. Rights held by a person in a fiduciary capacity shall...

           2. 7. (1) Rights held by a person as nominee for another...

        7. Rights attached to shares held by way of security

           1. 8. Rights attached to shares held by way of security shall...

        8. Rights attributed to parent undertaking

           1. 9. (1) Rights shall be treated as held by a parent...

        9. Disregard of certain rights

           1. 10. The voting rights in an undertaking shall be reduced by...

        10. Supplementary

            1. 11. References in any provision of paragraphs 6 to 10 to...

    18. SCHEDULE 11

        1. 1. Paragraphs 2 to 6 apply where a company has prepared...

        2. Modifications where accounts prepared in accordance with special provisions for banking companies

           1. 2. Article 272(2) shall apply as if the reference to paragraph...

           2. 3. Article 277 shall apply as if: (a) there were substituted...

           3. 4. Articles 278(2) and 283 shall apply as if the references...

           4. 5. Articles 280 and 281 shall apply as if in Article...

           5. 6. Article 284 shall apply as if the references to paragraphs...

        3. Modifications where accounts prepared in accordance with special provisions for insurance companies

           1. 7. Article 272(2) shall apply as if for the words in...

           2. 8. Article 277 shall apply as if the reference to paragraph...

    19. 1. Schedule 12 rep. by 1989 NI 18

    20. SCHEDULE 13

        PROVISIONS SUPPLEMENTING AND INTERPRETING ARTICLES 332 TO 336

        1. PART I RULES FOR INTERPRETATION OF THOSE ARTICLES AND ALSO ARTICLE 354(4) AND (5)

           1. 1. (1) A reference to an interest in shares or debentures...

           2. 2. Where the property is held on trust and any interest...

           3. 3. (1) A person is taken to have an interest in...

           4. 4. A person is taken to be interested in shares or...

           5. 5. Where a person is entitled to exercise or control the...

           6. 6. (1) A person is taken to have an interest in...

           7. 7. Persons having a joint interest are deemed each of them...

           8. 8. It is immaterial that shares or debentures in which a...

           9. 9. So long as a person is entitled to receive, during...

           10. 10. A person is to be treated as uninterested in shares...

           11. 11. (1) There is to be disregarded an interest of a...

           12. 12. Delivery to a person's order of shares or debentures in...

        2. PART II PERIODS WITHIN WHICH OBLIGATIONS IMPOSED BY ARTICLE 332 MUST BE FULFILLED

           1. 13. (1) An obligation imposed on a person by Article 332(1)...

           2. 14. (1) An obligation imposed on a person by Article 332(2)...

           3. 15. In reckoning, for the purposes of paragraphs 13 and 14,...

        3. PART III CIRCUMSTANCES IN WHICH OBLIGATION IMPOSED BY ARTICLE 332 IS NOT DISCHARGED

           1. 16. (1) Where an event of whose occurrence a director is,...

           2. 17. (1) An obligation imposed on a director by virtue of...

           3. 18. (1) Where an event of whose occurrence a director is,...

           4. 19. In this Part, a reference to price paid or received...

        4. PART IV PROVISIONS WITH RESPECT TO REGISTER OF DIRECTORS' INTERESTS TO BE KEPT UNDER ARTICLE 333

           1. 20. The register must be so made up that the entries...

           2. 21. An obligation imposed by Article 333(2) to (4) must be...

           3. 22. The nature and extent of an interest recorded in the...

           4. 23. The company is not, by virtue of anything done for...

           5. 24. The register shall— (a) if the company's register of members...

           6. 25. (1) Any member of the company or other person may...

           7. 26. The company shall send notice in the prescribed form to...

           8. 27. Unless the register is in such a form as to...

           9. 28. The register shall be produced at the commencement of the...

    21. SCHEDULE 14

        EXTERNAL BRANCH REGISTERS

        1. PART I COUNTRIES AND TERRITORIES IN WHICH EXTERNAL BRANCH REGISTER MAY BE KEPT

           1. Great Britain

           2. Any part of Her Majesty's dominions outside the United Kingdom,...

           3. Bangladesh

           4. Cyprus

           5. Dominica

           6. The Gambia

           7. Ghana

           8. Guyana

           9. The Hong Kong Special Administrative Region of the People's Republic...

           10. India

           11. Kenya

           12. Kiribati

           13. Lesotho

           14. Malawi

           15. Malaysia

           16. Malta

           17. Nigeria

           18. Pakistan

           19. Republic of Ireland

           20. Seychelles

           21. Sierra Leone

           22. Singapore

           23. South Africa

           24. Sri Lanka

           25. Swaziland

           26. Trinidad and Tobago

           27. Uganda

           28. Zimbabwe

        2. PART II GENERAL PROVISIONS WITH RESPECT TO EXTERNAL BRANCH REGISTERS

           1. 1. (1) A company keeping an external branch register shall give...

           2. 2. (1) An external branch register is deemed to be part...

           3. 3. (1) The company shall— (a) transmit to its registered office...

           4. 4. Subject to the above provisions with respect to the duplicate...

           5. 5. A company may discontinue to keep an external branch register,...

           6. 6. Subject to the provisions of this Order, any company may,...

           7. 7. An instrument of transfer of a share register in an...

    22. 1. Schedule 15 rep. by 1990 NI 10

    23. SCHEDULE 15A

        WRITTEN RESOLUTIONS OF PRIVATE COMPANIES

        1. PART I EXCEPTIONS

           1. 1. Article 389A does not apply to— (a) a resolution under...

        2. PART II ADAPTATION OF PROCEDURAL REQUIREMENTS

           1. Introductory

              1. 2. (1) In this Part (which adapts certain requirements of this...

           2. Article 105 (disapplication of pre-emption rights)

              1. 3. (1) The following adaptations have effect in relation to a...

           3. Article 165 (financial assistance for purchase of company's own shares or those of holding company)

              1. 4. In relation to a written resolution giving approval under Article...

           4. Articles 174, 175 and 177 (authority for off-market purchase or contingent purchase contract of company's own shares)

              1. 5. (1) The following adaptations have effect in relation to a...

           5. Article 183 (approval for payment out of capital)

              1. 6. (1) The following adaptations have effect in relation to a...

           6. Article 327 (approval of director's service contract)

              1. 7. In relation to a written resolution approving any such term...

           7. Article 345 (funding of director's expenditure in performing his duties)

              1. 8. In relation to a written resolution giving approval under Article...

    24. SCHEDULE 15B

        1. 1. Meeting of transferee company

        2. 2. Draft terms of merger

        3. 3. Documents and information to be made available

        4. 4. Directors' report

        5. 5. Expert's report

        6. 6. Inspection of documents

        7. 7. Transferor company holding its own shares

        8. 8. Securities other than shares to which special rights are attached

        9. 9. Date and consequences of the compromise or arrangement

        10. 10. Exceptions

        11. 11. (1) The following sub-paragraphs apply where the scheme is a...

        12. 12. Transferee company or companies holding shares in the transferor company

        13. 13. (1) Where the scheme is a Case 3 Scheme and—...

        14. 14. (1) Where the scheme is a Case 1 Scheme and...

        15. 15. Liability of transferee companies for the default of another

    26. 1. Schedules 16‐19 rep. by 1989 NI 19

    27. SCHEDULE 20

        EFFECT OF REGISTRATION UNDER ARTICLE 629

        1. Interpretation

           1. 1. In this Schedule— “registration” means registration in pursuance of Article...

        2. Vesting of property

           1. 2. All property belonging to or vested in the company at...

        3. Existing liabilities

           1. 3. Registration does not affect the company's rights or liabilities in...

        4. Pending actions at law

           1. 4. (1) All actions and other legal proceedings which at the...

        5. The company's constitution

           1. 5. (1) All provisions contained in any statutory provision or other...

           2. 6. (1) All the provisions of this Order apply to the...

        6. Capital structure

           1. 7. Provisions of this Order with respect to—

        7. Supplementary

           1. 8. Nothing in paragraphs 5 to 7 authorises a company to...

           2. 9. None of the provisions of this Order, and none of...

    28. SCHEDULE 20A

        Branch Registration under the Eleventh Company Law Directive ()

        1. 1. Duty to Register

        2. 2. Particulars required

        3. 3. The particulars referred to in paragraph 1(1)(b) are—

        4. 4. The particulars referred to in paragraph 1(1)(c) are—

        5. 5. Documents required

        6. 6. (1) The second documents referred to in paragraph 1(2) are—...

        7. 7. Alterations

        8. 8. (1) Sub-paragraph (2) applies where— (a) a company's return under...

    29. SCHEDULE 20B

        Change in Registration Regime: Transitional Provisions

        1. 1. (1) This paragraph applies where a company which becomes a...

        2. 2. (1) This paragraph applies where a company which becomes a...

    30. SCHEDULE 20C

        Delivery of Reports and Accounts: Credit and Financial Institutions to which The Bank Branches Directive () applies

        1. PART I INSTITUTIONS REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

           1. 1. Scope of Part

           2. 2. Duty to deliver copies in Northern Ireland

           3. 3. (1) An institution to which this Part applies shall deliver...

           4. 5. (1) Neither paragraph 2 nor paragraph 3 shall require an...

           5. 6. Penalty for non-compliance

           6. 7. Interpretation

        2. PART II INSTITUTIONS NOT REQUIRED TO PREPARE ACCOUNTS UNDER PARENT LAW

           1. Scope of Part

              1. 8. (1) This part applies to any institution to which Article...

           2. Preparation of accounts and reports

              1. 9. An institution to which this Part applies shall in respect...

              2. 10. Sections 390 to 392 of the Companies Act 2006 (financial...

           3. Duty to deliver accounts and reports

              1. 11. (1) An institution to which this Part applies shall in...

           4. Time for delivery

              1. 12. (1) The period allowed for delivering accounts and reports under...

           5. Penalty for non-compliance

              1. 13. (1) If the requirements of paragraph 11 are not complied...

    31. SCHEDULE 20D

        Delivery of Reports and Accounts: Companies to which the Eleventh Company Law Directive applies

        1. PART I COMPANIES REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

           1. 1. Scope of Part

           2. 2. Duty to deliver copies in Northern Ireland

           3. 3. Paragraph 2 shall not require documents to be delivered in...

           4. 4. Time for delivery

           5. 5. Penalty for non-compliance

           6. 6. Interpretation

        2. PART II COMPANIES NOT REQUIRED TO MAKE DISCLOSURE UNDER PARENT LAW

           1. 7. Scope of Part

           2. 8. Preparation of accounts and reports

           3. 9. Sections 390 to 392 of the Companies Act 2006 (financial...

           4. 10. Duty to delivery accounts and reports

           5. 11. Paragraph 10 shall not require documents to be delivered in...

           6. 12. Time for delivery

           7. 13. Penalty for non-compliance

    32. SCHEDULE 21

        PROVISIONS OF THIS ORDER APPLYING TO UNREGISTERED COMPANIES

        1. Provisions of this Order applied Subject matter Limitation and exceptions...

    33. SCHEDULE 22

        1. *The share capital of the company is , divided into  shares...

        2. The number of shares issued is  Calls to the amount...

        3. The liabilities of the company on 1st January ( or...

        4. *If the company has no share capital the portion of...

    34. SCHEDULE 23

        PUNISHMENT OF OFFENCES UNDER THIS ORDER

        1. Article creating offence General nature of offence Mode of Prosecution...

    35. SCHEDULE 24

        ARTICLE 39 OF THE ORDER OF 1982, AS ORIGINALLY ENACTED

        1. 39. Relief from section 56 in respect of group reconstructions