The Companies (Northern Ireland) Order 1986 (revoked)

[F1 Other interpretation provisions]F28 N.I.

F1 1990 NI 5

F28 Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}

Meaning of “undertaking” and related expressions N.I.

267 .F2 —(1) In this Part “undertaking” means—

(a) a body corporate or partnership, or

(b) an unincorporated association carrying on a trade or business, with or without a view to profit.

(2) In this Part references to shares—

(a) in relation to an undertaking with a share capital, are to allotted shares;

(b) in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and

(c) in relation to an undertaking without capital, are to interests—

(i) conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or

(ii) giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.

(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.

This is subject to provision in any specific context providing for the translation of such expressions.

(4) References in this Part to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.

(5) In this Part “group undertaking”, in relation to an undertaking, means an undertaking which is—

(a) a parent undertaking or subsidiary undertaking of that undertaking, or

(b) a subsidiary undertaking of any parent undertaking of that undertaking.

F2 mod. SR 1994/133

Participating interests N.I.

268 .F3 —(1) In this Part a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long‐term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

(2) A holding of 20 per cent. or more of the shares of an undertaking shall be presumed to be a participating interest unless the contrary is shown.

(3) The reference in paragraph (1) to an interest in shares includes—

(a) an interest which is convertible into an interest in shares, and

(b) an option to acquire shares or any such interest;

and an interest or option falls within sub‐paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

(4) For the purposes of this Article an interest held on behalf of an undertaking shall be treated as held by it.

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

(6) In the balance sheet and profit and loss formats set out in Part I of Schedule 4,[F4 Part I of Schedule 8, Schedule 8A,][F5 , Chapter I of Part I of Schedule 9 and Chapter I of Part I of Schedule 9A] “participating interest” does not include an interest in a group undertaking.

(7) For the purposes of this Article as it applies in relation to the expression “participating interest”

(a) in those formats as they apply in relation to group accounts, and

(b) in paragraph 20 of Schedule 4A (group accounts: undertakings to be accounted for as associated undertakings),

the references in paragraphs (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned shall be construed as references to the interest held by, and the purposes and activities of, the group (within the meaning of paragraph 1 of that Schedule).

F3 mod. SR 1994/133

F4 SR 1997/436

F5 SR 1994/428

Notes to the accounts N.I.

269 .F6 —(1) Information required by this Part to be given in notes to a company's annual accounts may be contained in the accounts or in a separate document annexed to the accounts.

(2) References in this Part to a company's annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of this Order[F7 or international accounting standards], and required or allowed by any such provision to be given in a note to company accounts.

F6 mod. SR 1994/133

F7 SR 2004/496

Minor definitions N.I.

270 .F8 —(1) In this Part—

• [F9 “address”, except in Article 236, in relation to electronic communications, includes any number or address used for the purposes of such communications;]

• “annual accounts” means—

  (a)

  the individual accounts required by Article 234, and

  (b)

  any group accounts required by Article 235,

  (but see also Article 238 (treatment of individual profit and loss account where group accounts prepared));

• “annual report”, in relation to a company, means the directors' report required by Article 242;

• “balance sheet date” means the date as at which the balance sheet was made up;

• “capitalisation”, in relation to work or costs, means treating that work or those costs as a fixed asset;

• [F10 “Companies Order accounts” means Companies Order individual accounts or Companies Order group accounts;]

• [F11 “credit institution” means a credit institution as defined in article 1(1)(a) of Directive 2001/12/EC of the European Parliament and of the Council of 20th March 2000 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credit for its own account;]

• Definition rep. by SR 2004/263

• “fixed assets” means assets of a company which are intended for use on a continuing basis in the company's activities, and “current assets” means assets not intended for such use;

• “group” means a parent undertaking and its subsidiary undertakings;

• [F10 “IAS accounts” means IAS individual accounts or IAS group accounts;]

• [F10 “IAS Regulation” means EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards;]

• “included in the consolidation”, in relation to group accounts, or “included in consolidated group accounts”, means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly;

• [F10 “international accounting standards” means the international accounting standards, within the meaning of the IAS Regulation, adopted from time to time by the European Commission in accordance with that Regulation;]

• [F10 “profit and loss account”, in relation to a company that prepares IAS accounts, includes an income statement or other equivalent financial statement required to be prepared by international accounting standards;]

• “purchase price”, in relation to an asset of a company or any raw materials or consumables used in the production of such an asset, includes any consideration (whether in cash or otherwise) given by the company in respect of that asset or those materials or consumables, as the case may be;

• “qualified”, in relation to an auditors' report, means that the report does not state the auditors' unqualified opinion that the accounts have been properly prepared in accordance with this Order or, in the case of an undertaking not required to prepare accounts in accordance with this Order, under any corresponding legislation under which it is required to prepare accounts;

• [F12 “quoted company” means a company whose equity share capital‐

  (a)

  has been included in the official list in accordance with the provisions of Part VI of the Financial Services and Markets Act 2000; or

  (b)

  is officially listed in an EEA State; or

  (c)

  is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq;

  and in sub-paragraph (a) the official list shall have the meaning given it by section 103(1) of the Financial Services and Markets Act 2000;]

• [F13 “regulated activity” has the meaning given by Article 2, except that it does not include activities of the kind specified in any of the following provisions of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001—

  (a)

  article 25A (arranging regulated mortgage contracts),

  (b)

  article 39A (assisting administration and performance of a contract of insurance),

  (c)

  article 53A (advising on regulated mortgage contracts), or

  (d)

  article 21 (dealing as agent), article 25 (arranging deals in investments) or article 53 (advising on investments) where the activity concerns relevant investments that are not contractually based investments (within the meaning of article 3 of that Order);]

• Definition rep. by SR 2004/496

• “turnover”, in relation to a company, means the amounts derived from the provision of goods and services falling within the company's ordinary activities, after deduction of—

  (i)

  trade discounts,

  (ii)

  value added tax, and

  (iii)

  any other taxes based on the amounts so derived.

(2) In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account; and references to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly.

[F10 (2A) References in this Part to accounts giving a “true and fair view” are references—

(a) in the case of Companies Order individual accounts, to the requirement under Article 234A that such accounts give a true and fair view;

(b) in the case of Companies Order group accounts, to the requirement under Article 235A that such accounts give a true and fair view; and

(c) in the case of IAS accounts, to the requirement under international accounting standards that such accounts achieve a fair presentation.]

(3) References in this Part to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted, at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.

This is without prejudice to—

(a)

the construction of any other expression (where appropriate) by reference to accepted accounting principles or practice, or

(b)

any specific provision for the treatment of profits or losses of any description as realised.

F8 mod. SR 1994/133

F9 SR 2003/3

F10 SR 2004/496

F11 SI 2002/765

F12 SR 2005/56

F13 Art. 270: definition of "regulated activity" inserted (1.4.2006) by Companies (1986 Order) (Investment Companies and Accounting and Audit Amendments) Regulations (Northern Ireland) 2006 (S.R. 2006/137), reg. 16(1)

Index of defined expressions N.I.

270A.  The following Table shows the provisions of this Part defining or otherwise explaining expressions used in this Part (other than expressions used only in the same Article or paragraph)—

[F14 accounting reference date and accounting reference period]	[F14 Article 232]
[F14 accounting standards and applicable accounting standards]	[F14 Article 264]
[F15 address]	[F15 Article 270(1)]
[F14 annual accounts]
[F14 (generally)]	[F14 Article 270(1)]
[F14 (includes notes to the accounts)]	[F14 Article 269(2)]
[F14 annual report]	[F14 Article 270(1)]
[F14 associated undertaking (in Schedule 4A)]	[F14 paragraph 20 of that Schedule]
[F16 auditable part (of a directors' remuneration report)]	[F16 Article 243(5)]
[F14 balance sheet (includes notes)]	[F14 Article 269(2)]
[F14 balance sheet date]	[F14 Article 270(1)]
[F17 banking activities (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F14 banking group]	[F17 Article 263A(4)]
[F17 banking transcations (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F14 capitalisation (in relation to work or costs)]	[F14 Article 270(1)]
[F18 Companies Order accounts]	[F18 Section 270(1)]
[F18 Companies Order group accounts]	[F18 Articles 235(2) and 263A(6A)]
[F18 Companies Order individual accounts]	[F18 Articles 234(2) and 263(4A)]
[F14 credit institution]	[F14 Article 270(1)]
[F14 current assets]	[F14 Article 270(1)]
[F19 directors' report]	[F19 Article 242]
F20 . . .	F20 . . .
[F14 fellow subsidiary undertaking]	[F14 Article 267(4)]
[F17 financial fixed assets (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F14 financial year]	[F14 Article 231]
[F14 fixed assets]	[F14 Article 270(1)]
[F21 general business (in Schedule 9)]	[F21 paragraph 81 of Pt I of that Schedule]
[F14 group]	[F14 Article 270(1)]
[F18 group accounts]	[F18 Article 235(1)]
[F19 group directors' report]	[F19 Article 242]
F22 . . .	F22 . . .
[F14 group undertaking]	[F14 Article 267(5)]
[F17 historical cost accounting rules]
[F17 — in Schedule 4]	[F17 paragraph 29 of that Schedule]
[F23 — in Schedule 8]	[F23 paragraph 29 of that Schedule]
[F17 — in Schedule 9]	[F17 paragraph 39 of Part I of that Schedule]
[F21 — in Schedule 9A]	[F21 paragraph 29(b) of Part I of that Schedule]
[F18 IAS accounts]	[F18 Article 270(1)]
[F18 IAS group accounts]	[F18 Article 235(2) and (3)]
[F18 IAS individual accounts]	[F18 Article 234(2)]
[F18 IAS Regulation]	[F18 Article 270(1)]
[F14 included in the consolidation and related expressions]	[F14 Article 270(1)]
[F14 individual accounts]	[F14 Article 234(1)]
[F14 insurance group]	[F17 Article 263A(5)]
[F18 international accounting standards]	[F18 Article 270(1)]
[F14 lease, long lease and short lease]
[F14 —in Schedule 4]	[F14 paragraph 82 of that Schedule]
[F17 —in Schedule 9]	[F17 paragraph 82 of Part I of that Schedule]
[F14 —in][F21 Schedule 9A]	[F21 paragraph 81 of Part I that Schedule]
[F14 listed investment]
[F14 —in Schedule 4]	[F14 paragraph 83 of that Schedule]
[F23 —in Schedule 8]	[F23 paragraph 54 of that Schedule]
[F14 —in][F21 Schedule 9A]	[F21 paragraph 81 of Part I of that Schedule]
[F17 listed security (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F21 long term business (in Schedule 9A)]	[F21 paragraph 81 of Part I of that Schedule]
[F21 long term fund (in Schedule 9A)]	[F21 paragraph 81 of Part I of that Schedule]
[F14 notes to the accounts]	[F14 Article 269(1)]
F24 . . .	F24 . . .
[F14 parent undertaking (and parent company)]	[F14 Article 266 and Schedule 10A]
[F14 participating interest]	[F14 Article 268]
[F23 pension costs]
[F23 — in Schedule 4]	[F23 paragraph 92(2) of that Schedule]
[F23 — in Schedule 8]	[F23 paragraph 59(2) of that Schedule]
[F23 — in Schedule 9]	[F23 paragraph 86(b) of Part I of that Schedule]
[F23 — in Schedule 9A]	[F23 paragraph 85(b) of Part I of that Schedule]
[F14 period allowed for laying and delivering accounts and reports]	[F14 Article 252]
[F21 policy holder (in Schedule 9A)]	[F21 paragraph 81 of Part I of that Schedule]
[F14 profit and loss account]
[F14 (includes notes)]	[F14 Article 269(2)]
[F18 (in relation to IAS accounts)]	[F18 Article 270(1)]
[F14 (in relation to a company not trading for profit)]	[F14 Article 270(2)]
[F14 provision]
[F14 —in Schedule 4]	[F14 paragraphs 87 and 88 of that Schedule]
[F23 — in Schedule 8]	[F23 paragraphs 57 and 58 of that Schedule]
[F17 —in Schedule 9]	[F17 paragraph 85 of Part I of that Schedule]
[F14 —in][F21 Schedule 9A]	[F21 paragraph 84 of Part I of that Schedule]
[F14 —in][F21 provision for unexpired risks (in Schedule 9A)]	[F21 paragraph 81 of Part I of that Schedule]
[F14 purchase price]	[F14 Article 270(1)]
[F14 qualified]	[F14 Article 270(1)]
[F16 quoted company]	[F16 Article 270(1)]
[F14 realised losses and realised profits]	[F14 Article 270(3)]
[F25 “regulated activity”]	[F26 Articles 2 and 270.]
[F17 repayable on demand (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F27 reporting accountant]	[F27 Article 257C(1)]
[F14 reserve (in[F17 Schedule 9A])]	[F14 paragraph 32 of that Schedule]
[F17 sale and repurchase transaction (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F17 sale and option to resell transaction (in Schedule 9)]	[F17 paragraph 82 of Part I of that Schedule]
[F14 shares]	[F14 Article 267(2)]
[F17 social security costs]
[F17 — in Schedule 4]	[F17 paragraph 92(1) and (3) of that Schedule]
[F23 — in Schedule 8]	[F23 paragraphs 59(1) and (3) of that Schedule]
[F17 — in Schedule 9]	[F17 paragraph 86(a) and (c) of Part I of that Schedule]
[F21 — in Schedule 9A]	[F21 paragraph 85(a) and (c) of Part I of that Schedule]
[F14 special provisions for banking and insurance companies and groups]	[F14 Articles 263 and 263A]
[F14 subsidiary undertaking]	[F14 Article 266 and Schedule 10A]
[F21 the 1982 Act (in Schedule 9A)]	[F21 paragraph 81 of Part I of that Schedule]
[F18 true and fair view]	[F18 Article 270(2A)]
[F14 turnover]	[F14 Article 270(1)]
[F14 undertaking and related expressions]	[F14 Article 267(1) to (3).]

F14 1990 NI 5

F15 SR 2003/3

F16 SR 2005/56

F17 SR 1992/258

F18 SR 2004/496

F19 SR 2005/61

F20 SR 2004/263

F21 SR 1994/428

F22 Art. 270A: entry relating to "group operating and financial review" omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 14

F23 SR 1997/436

F24 Art. 270A: entry relating to "operating and financial review" omitted (31.3.2006) by virtue of Companies (1986 Order) (Operating and Financial Review) (Repeal) Regulations (Northern Ireland) 2006 (S.R. 2006/94), reg. 2(2), Sch. para. 14

F25 Art. 270A: entry relating to "regulated activity" inserted (1.4.2006) by Companies (1986 Order) (Investment Companies and Accounting and Audit Amendments) Regulations (Northern Ireland) 2006 (S.R. 2006/137), reg. 16(2)

F26 Art. 270A: entry relating to "regulated activity" inserted (1.4.2006) by Companies (1986 Order) (Investment Companies and Accounting and Audit Amendments) Regulations (Northern Ireland) 2006 (S.R. 2006/137), reg. 16(2)

F27 SR 1995/128