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The Companies (Northern Ireland) Order 1986

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PART IN.I.INTRODUCTORY AND INTERPRETATION

Title and commencementN.I.

1.—(1) This Order may be cited as the Companies (Northern Ireland) Order 1986.

(2) F1. . . this Order comes into operation on the expiration of three months from the day on which it is made.

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General interpretationN.I.

2.—(1) The [1954 c.33 (N.I.)] Interpretation Act (Northern Ireland) 1954 applies to Article 1 and the following provisions of this Order as it applies to a Measure of the Northern Ireland Assembly.

Para. (2) rep. by 1990 NI 10

(3 )F2 In this Order—

  • “the Act of 1960” means the [1960 c.22 (N.I.)] Companies Act (Northern Ireland) 1960;

  • “agent” does not include a person's counsel acting as such;

  • “annual return” means the return to be made by a company under Article 371 or 372 (as the case may be);

  • “articles” and “articles of association” mean, in relation to a company, its articles of association, as originally framed or as altered by resolution, including (so far as applicable to the company) regulations contained in or annexed to any statutory provision relating to companies passed or made before this Order, as altered by or under any such statutory provision;

  • Definition rep. by 1990 NI 5

  • F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “bank holiday” means a day which is a bank holiday in Northern Ireland under the [1971 c.80] Banking and Financial Dealings Act 1971;

  • Definition rep. by SI 2001/3649

  • “books and papers” and “books or papers” include accounts, deeds, writings and documents;

  • [F4“communication” means the same as in the Electronic Communications Act (Northern Ireland) 2001;]

  • “the Companies Orders” means this Order, the[F5 insider dealing legislation] and the consequential Provisions Order;

  • “company limited by guarantee” and “company limited by shares” have the meaning assigned to them respectively by Article 12(2);

  • “the Consequential Provisions Order” means the [1986 NI 9] Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986;

  • “contributory” has the meaning assigned to it by Article 473;

  • “the court,” in relation to a company, means the court having jurisdiction to wind up the company;

  • F6. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “the Department” means the Department of Economic Development;

  • “document” includes summons, notice, order and other legal process, and registers;

  • [F7F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

  • [F4“electronic communication” means the same as in the Electronic Communications Act (Northern Ireland) 2001;]

  • “equity share capital” means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in distribution;

  • “expert” has the meaning given by Article 72;

  • “former Companies Acts” means the [1862 c.89] Joint Stock Companies Acts, the [1908 c.69] Companies Act 1862, the Companies (Consolidation) Act 1908, the [1932 c.7 (N.I.)] Companies Act (Northern Ireland) 1932 and the Companies Acts (Northern Ireland) 1960 to 1983;

  • “hire purchase agreement” has the same meaning as in the [1974 c.39] Consumer Credit Act 1974;

  • [F5“the insider dealing legislation” means Part V of the Criminal Justice Act 1993 (insider dealing);]

  • F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “the Insolvency Account” means the account kept by the Department under[F10 Article 358 of the Insolvency Order];

  • Definition rep. by SI 2001/3649

  • “joint stock company” has the meaning given by Article 632;

  • “the Joint Stock Companies Acts” means the [1856 c.47] Joint Stock Companies Act 1856, the [20 & 21 VICT. c.14] Joint Stock Banking Companies Act 1856, 1857, the [1857 c.49] Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle [1858 c.91] of limited liability, or any one or more of those Acts (as the case may require), but does not include the [1844 c. 110] Joint Stock Companies Act 1844;

  • “memorandum”, in relation to a company, means its memorandum of association, as originally framed or as altered in pursuance of any statutory provision;

  • “number”, in relation to shares, includes amount, where the context admits of the reference to shares being construed to include stock;

  • “officer” in relation to a body corporate, includes a director or secretary;

  • “the Official Assignee” means the officer appointed under Article 488 and, for the purposes of this Order, includes an Assistant Official Assignee;

  • “the Order of 1978” means the [1978 NI 12] Companies (Northern Ireland) Order 1978;

  • “the Order of 1981” means the [1981 NI 19] Companies (Northern Ireland) Order 1981;

  • “the Order of 1982” means the [1982 NI 17] Companies (Northern Ireland) Order 1982;

  • “the Order of 1983” means the [1983 NI 12] Companies (Beneficial Interests) (Northern Ireland) Order 1983;

  • “Part XXIII company” has the meaning given by Article 640;

  • “place of business” includes a share transfer or share registration office;

  • F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares in or debentures of a company;

  • [F12“prospectus issued generally” means a prospectus issued to persons who are not existing members of the company or holders of its debentures;]

  • Definition rep. by 1987 c. 22

  • Definition rep. by 1986 c. 60

  • [F13regulated activity has the meaning given in section 22 of the Financial Services and Markets Act 2000;]

  • “the registrar” means the registrar of companies appointed under Article 653, and, for the purposes of this Order, includes an assistant registrar;

  • “a resolution for reducing share capital” has the meaning assigned to it by Article 145(3);

  • Definition rep. by 1989 NI 19

  • “share” means share in the share capital of a company and includes stock (except where a distinction between shares and stock is express or implied);

  • “statutory provision” has the meaning assigned to it by section 1(f) of the [1954 c.33 (N.I.)] Interpretation Act (Northern Ireland) 1954;

  • “undischarged bankrupt” includes—

    (a)

    a bankrupt who has not obtained the certificate of conformity mentioned in section 56 of the [1872 c.58] Bankruptcy (Ireland) Amendment Act 1872;

    (b)

    a bankrupt who has not been discharged from his bankruptcy by an absolute order of discharge under Article 28 or 30 of the [1980 NI 4] Bankruptcy Amendment (Northern Ireland) Order 1980[F10 or Article 254 of the Insolvency Order], or by virtue of the expiration of the period or the satisfaction of any requirement specified in a suspended or conditional order of discharge under[F10 any] of those Articles, or by virtue of Article 29(2) or (4) (automatic discharge) of that Order[F10 of 1980 or of Article 253 (duration of discharge) of the Insolvency Order];

    (c)

    a person who is an undischarged bankrupt under the law of England or Scotland;

  • F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

  • “unlimited company” has the meaning assigned to it by Article 12(2)(c).

(4) For the purposes of section 42 of the [1973 c.36] Northern Ireland Constitution Act 1973 (validity of Acts of Parliament of Northern Ireland), provisions of this Order which re-enact provisions of an Act of the Parliament of Northern Ireland are deemed to be provisions of such an Act.

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F2mod. by SR 2004/307

F3Art. 2: definition of "authorised minimum" repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2 (with arts. 7, 12)

F4SR 2003/3

F6Art. 2: definition of "debenture" repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2 (with arts. 7, 12)

F7SR 2004/263

F9Art. 2: definition of "insurance market activity" repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2 (with arts. 7, 12)

F11Art. 2: definition of "prescribed" repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2 (with arts. 7, 12)

F12Art 2: definition of "prospectus issued generally" repealed (29.4.1988 for certain purposes, otherwise prosp.) by Financial Services Act 1986 (c. 60), s. 212(3), Sch. 17 Pt. II; S.I. 1988/740, art. 2, Sch. (N.B. 1986 c. 60 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 3(1)(c) (with art. 292))

F13SI 2001/3649

F14Art. 2: definition of "undistributable reserves" repealed (6.4.2008) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2 (with arts. 7, 12)

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

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F15Art. 2A (new) prosp. insertion by 1990 NI10

F16SI 2001/3649 amending art. 2A which was inserted prosp. by 1990 NI 10

F17SR 2003/3 amending art. 2A which was inserted prosp. by 1990 NI 10

F18SR 2004/263 amending Art. 2A which was inserted prosp. by 1990 NI 10

F19SR 2004/496 5 amendments to be made amending Art. 2A which was inserted prosp. by 1990 NI 10

F20mod. by SR 2004/307

[F21Relationship of this Order to Insolvency OrderN.I.

2A.(1 )F22 In this Order “the Insolvency Order” means the Insolvency (Northern Ireland) Order 1989.

(2) In Articles 383(1)(b), 418(5)(a),F23. . . 453(2), 625, 626, 627 and 676 and paragraph 6(1) of Schedule 20 the words “this Order” are to be read as including Parts II to VII and Articles 359 to 362 of the Insolvency Order[F24 and the Company Directors Disqualification (Northern Ireland) Order 2002]

.

(3) In Articles[F25 653(4) and (5)], 655(1),[F26 656B],[F23 656A(1),] 657(1)(a) and (3),[F23 658(1) and (3),][F23 659A], 662(1), 677 and 680(3) references to the Companies Orders include Parts II to VII and Articles 359 to 362 of the Insolvency Order[F24 and the Company Directors Disqualification (Northern Ireland) Order 2002].]

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F22mod. by SR 2004/307

F26SR 2003/3

[F27Relationship of this Order to Parts IV and V of the Financial Services Act 1986N.I.

2B.  In Articles[F28 653(4) and (5)], 655(1), 656(1), 656A(1), 657(1)(a) and (3), 658(1) and (3), 659A and 662(1) references to the Companies Orders include[F29 Part 6 of the Financial Services and Markets Act 2000].]

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F29SI 2001/3649

“Company”, etc.N.I.

3.—(1) In this Order—

(a)“company” means a company formed and registered under this Order, or an existing company;

(b)“existing company” means a company formed and registered, or deemed to have been registered, in Northern Ireland under the former Companies Acts;

(2) “Public company” and “private company” have the meanings given by Article 12.

[F30Subsidiary ”, “ holding company ” and “ wholly-owned subsidiaryN.I.

4.(1 )F31 A company is a “subsidiary” of another company, its “holding company”, if that other company—

(a)holds a majority of the voting rights in it, or

(b)is a member of it and has the right to appoint or remove a majority of its board of directors, or

(c)is a member of it and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in it,

  • or if it is a subsidiary of a company which is itself a subsidiary of that other company.

F31(2 )F31 A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

(3) In this Article “company” includes any body corporate.]

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F31mod. by SR 2004/307

[F32Provisions supplementing Article 4N.I.

4A.(1) The provisions of this Article explain expressions used in Article 4 and otherwise supplement that Article.

F33(2) In Article 4(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.

F33(3) In Article 4(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; and for the purposes of that provision—

(a)a company shall be treated as having the right to appoint to a directorship if—

(i)a person's appointment to it follows necessarily from his appointment as director of the company, or

(ii)the directorship is held by the company itself; and

(b)a right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

(4) Rights which are exercisable only in certain circumstances shall be taken into account only—

(a)when the circumstances have arisen, and for so long as they continue to obtain, or

(b)when the circumstances are within the control of the person having the rights;

and rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

(5) Rights held by a person in a fiduciary capacity shall be treated as not held by him.

(6) Rights held by a person as nominee for another shall be treated as held by the other; and rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

(7 )F33 Rights attached to shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions;

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

(8 )F33 Rights shall be treated as held by a company if they are held by any of its subsidiaries; and nothing in paragraph (6) or (7) shall be construed as requiring rights held by a company to be treated as held by any of its subsidiaries.

(9 )F33 For the purposes of paragraph (7) rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—

(a)any subsidiary or holding company of that company, or

(b)any subsidiary of a holding company of that company.

(10 )F33 The voting rights in a company shall be reduced by any rights held by the company itself.

(11) References in any provision of paragraphs (5) to (10) to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

(12 )F33 In this Article “company” includes any body corporate.]

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F33mod. by SR 2004/307

[F34Power to amend Articles 4 and 4AN.I.

4B.(1) The Department may by regulations amend Articles 4 and 4A so as to alter the meaning of the expressions “holding company”, “subsidiary” or “wholly-owned subsidiary”.

(2) Any amendment made by regulations under this Article does not apply for the purposes of statutory provisions outside the Companies Orders unless the regulations so provide.

(3) So much of section 29(1) of the Interpretation Act (Northern Ireland) 1954 (effect of repeal and re-enactment) as relates to statutory documents shall not apply in relation to any repeal and re-enactment effected by regulations made under this Article.]

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“Called-up share capital”N.I.

5.—(1) In this Order, “called-up share capital”, in relation to a company, means so much of its share capital as equals the aggregate amount of the calls made on its shares (whether or not those calls have been paid), together with any share capital paid up without being called and any share capital to be paid on a specified future date under its articles, the terms of allotment of the relevant shares or any other arrangements for payment of those shares.

(2) “Uncalled share capital” is to be construed accordingly.

“Allotment” and “paid up”N.I.

6.—(1) In relation to an allotment of shares in a company, the shares are to be taken for the purposes of this Order to be allotted when a person acquires the unconditional right to be included in the company's register of members in respect of those shares.

(2) For the purposes of this Order, a share in a company is deemed paid up (as to its nominal value or any premium on it) in cash, or allotted for cash, if the consideration for the allotment or payment up is cash received by the company, or is a cheque received by it in good faith which the directors have no reason for suspecting will not be paid, or is a release of a liability of the company for a liquidated sum, or is an undertaking to pay cash to the company at a future date.

(3) In relation to the allotment or payment up of any shares in a company, references in this Order (except Articles 99 to 104) to consideration other than cash and to the payment up of shares and premiums on shares otherwise than in cash include the payment of, or any undertaking to pay, cash to any person other than the company.

(4) For the purpose of determining whether a share is or is to be allotted for cash, or paid up in cash, “cash” includes foreign currency.

“Non-cash asset”N.I.

7 .F35—(1) In this Order “non-cash asset” means any property or interest in property other than cash; and for this purpose “cash” includes foreign currency.

(2) A reference to the transfer or acquisition of a non-cash asset includes the creation or extinction of an estate or interest in, or a right over, any property and also the discharge of any person's liability, other than a liability for a liquidated sum.

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F35mod. by SR 2004/307

“Body corporate” and “corporation”N.I.

8 .F36  References in this Order to a body corporate or to a corporation do not include a corporation sole, but include a company incorporated elsewhere than in Northern Ireland.

Such references to a body corporate do not include a Scottish firm.

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F36mod. by SR 2004/307

“Director” and “shadow director”N.I.

9.  F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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[F38Expressions used in connection with accountsN.I.

10 .F39(1) In this Order the following expressions have the same meaning as in [F40Part 15 of the Companies Act 2006 (accounts and reports)]

  • “annual accounts”,

  • “accounting reference date” and “accounting reference period”,

  • “balance sheet” and “balance sheet date”,

  • [F41“Companies Order accounts”]

  • [F41“Companies Order individual accounts”]

  • “current assets”,

  • “financial year”, in relation to a company,

  • “fixed assets”,

  • [F41IAS accounts”]

  • [F41“IAS individual accounts”]

  • “parent company” and “parent undertaking”,

  • “profit and loss account”, and

  • “subsidiary undertaking”.

(2) References in this Order to “realised profits” and “realised losses”, in relation to a company's accounts, shall be construed in accordance with [F42section 853(4) and (5) of the Companies Act 2006].

(3) F43. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

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F39mod. by SR 2004/307

F41SR 2004/496

[F44Meaning of “offer to the public”N.I.

10A.  F45. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .]

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F44SI 2001/3649

Meaning of “banking company”N.I.

10B  F46. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Meaning of “insurance company” and “authorised insurance company”N.I.

10C  F47. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F48

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

F48SI 2001/3649

“Employees' share scheme”N.I.

11.  For the purposes of this Order, an employees' share scheme is a scheme for encouraging or facilitating the holding of shares or debentures in a company by or for the benefit of—

(a)the bona fide employees or former employees of the company, the company's subsidiary or holding company or a subsidiary of the company's holding company, or

(b)the[F49 spouses, civil partners, surviving spouses, surviving civil partners] or children, step-children or adopted children under the age of 18 of such employees or former employees.

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Annotations are used to give authority for changes and other effects on the legislation you are viewing and to convey editorial information. They appear at the foot of the relevant provision or under the associated heading. Annotations are categorised by annotation type, such as F-notes for textual amendments and I-notes for commencement information (a full list can be found in the Editorial Practice Guide). Each annotation is identified by a sequential reference number. For F-notes, M-notes and X-notes, the number also appears in bold superscript at the relevant location in the text. All annotations contain links to the affecting legislation.

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