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

Officers and registered officeN.I.

DirectorsN.I.

290.  F1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SecretaryN.I.

291.  F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Acts done by person in dual capacityN.I.

292.  F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Validity of acts of directorsN.I.

293.  F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Qualifications of company secretariesN.I.

294.  F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F6Registered officeN.I.

295 .F7(1) A company shall at all times have a registered office to which all communications and notices may be addressed.

(2) On incorporation the situation of the company's registered office is that specified in the statement sent to the registrar under Article 21.

(3) The company may change the situation of its registered office from time to time by giving notice in the prescribed form to the registrar.

(4) The change takes effect upon the notice being registered by the registrar, but until the end of the period of 14 days beginning with the date on which it is registered a person may validly serve any document on the company at its previous registered office.

(5) For the purposes of any duty of a company—

(a)to keep at its registered office, or make available for public inspection there, any register, index or other document, or

(b)to mention the address of its registered office in any document,

a company which has given notice to the registrar of a change in the situation of its registered office may act on the change as from such date, not more than 14 days after the notice is given, as it may determine.

(6) Where a company unavoidably ceases to perform at its registered office any such duty as is mentioned in paragraph (5)(a) in circumstances in which it was not practicable to give prior notice to the registrar of a change in the situation of its registered office, but—

(a)resumes performance of that duty at other premises as soon as practicable, and

(b)gives notice accordingly to the registrar of a change in the situation of its registered office within 14 days of doing so,

it shall not be treated as having failed to comply with that duty.

(7) In proceedings for an offence of failing to comply with any such duty as is mentioned in paragraph (5), it is for the person charged to show that by reason of the matters referred to in that paragraph or paragraph (6) no offence was committed.]

Annotations:

F7mod. by SR 2004/307

Register of directors and secretariesN.I.

296 .F8F9(1) Every company shall keep, at the same office as its register of members is kept, a register of its directors and secretaries; and the register shall, with respect to the particulars to be contained in it of those persons, comply with Articles 297 and 298.

(2) The company shall, within the period of 14 days from the occurrence of—

(a)any change among its directors or in its secretary, or

(b)any change in particulars contained in the register,

send to the registrar a notification in the prescribed form of the change and of the date on which it occurred; and a notification of a person having become a director or secretary, or one of joint secretaries, of the company shall contain a consent, signed by that person, to act in the relevant capacity.

(3) The register shallF10. . . be open to the inspection of any member of the company without charge and of any other person on payment of[F10 such fee as may be prescribed].

(4) If an inspection required under this Article is refused, or if default is made in complying with paragraph (1) or (2), the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.

(5) In the case of a refusal of inspection of the register, the court may by order compel an immediate inspection of it.

(6) For the purposes of this Article and Article 297, a shadow director of a company is deemed a director and officer of it.

Annotations:

F8mod. by 2000 c. 38

F9mod. by SR 2004/307

Particulars of directors to be registered under Article 296N.I.

297.—(1) Subject to the provisions of this Article, the register kept by a company under Article 296 shall contain the following particulars with respect to each director—

(a)in the case of an individual—

(i)his present[F11 name],

(ii)any former[F11 name],

(iii)his usual residential address,

(iv)his nationality,

(v)his business occupation (if any),

(vi)particulars of any other directorships held by him or which have been held by him, and

[F11(vii)the date of his birth;]

(b)in the case of a corporation[F11 or Scottish firm], its corporate[F11 or firm] name and registered or principal office, and particulars of any other directorships held by it or which have been held by it.

[F11(2) In paragraph (1)(a)—

(a)“name” means a person's Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both or them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage.]

(3) It is not necessary for the register to contain on any day particulars of a directorship—

(a)which has not been held by a director at any time during the 5 years preceding that day,

(b)which is held by a director in a company which—

(i)is dormant or grouped with the company keeping the register, and

(ii)if he also held that directorship for any period during those 5 years, was for the whole of that period either dormant or so grouped,

(c)which was held by a director for any period during those 5 years in a company which for the whole of that period was either dormant or grouped with the company keeping the register.

(4) For the purposes of paragraph (3), “company” includes any body incorporated in Northern Ireland; and—

(a)[F12section 481 of the Companies Act 2006] applies as regards whether and when a company is or has been dormant, and

(b)a company is to be regarded as being or having been grouped with another at any time if at that time it is or was a company of which the other is or was a wholly-owned subsidiary, or if it is or was a wholly-owned subsidiary of the other or of another company of which that other is or was a wholly-owned subsidiary.

Particulars of secretaries to be registered under Article 296N.I.

298.—(1) The register to be kept by a company under Article 296 shall contain the following particulars with respect to the secretary [F13(if any)] or, where there are joint secretaries, with respect to each of them—

(a)in the case of an individual, his present[F14 name], any former[F14 name] and his usual residential address, and

(b)in the case of a body corporate or a Scottish firm, its corporate or firm name and registered or principal office.

(2) Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the particulars mentioned in paragraph (1).

[F14(3) Article 297(2)(a) and (b) apply for the purposes of the obligation under paragraph (1)(a) of this Article to state the name or former name of an individual.]