The Companies (Northern Ireland) Order 1986 (revoked)

Provisions governing appointment of directorsF1 N.I.

F1 Order repealed (prosp.)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}

Share qualifications of directors N.I.

299.—(1) It is the duty of every director who is by the company's articles required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within 2 months after his appointment, or such shorter time as may be fixed by the articles.

(2) For the purpose of any provision of the company's articles requiring a director to hold any specified share qualification, the bearer of a share warrant is not deemed the holder of the shares specified in the warrant.

(3) The office of director of a company is vacated if the director does not within 2 months from the date of his appointment (or within such shorter time as may be fixed by its articles) obtain his qualification, or if after the expiration of that period or shorter time he ceases at any time to hold his qualification.

(4) A person vacating office under this Article is incapable of being reappointed a director of the company until he has obtained his qualification.

(5) If after the expiration of that period or shorter time any unqualified person acts as a director of the company, he is liable to a fine and, for continued contravention, to a daily default fine.

Appointment of directors to be voted on individually N.I.

300.—(1) At a general meeting of a public company, a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it.

(2) A resolution moved in contravention of this Article is void, whether or not its being so moved was objected to at the time; but where a resolution so moved is passed, no provision for the automatic reappointment of retiring directors in default of another appointment applies.

(3) For the purposes of this Article, a motion for approving a person's appointment, or for nominating a person for appointment, is to be treated as a motion for his appointment.

(4) Nothing in this Article applies to a resolution altering the company's articles.

Age limit for directors N.I.

301.—(1) A company is subject to this Article if—

(a) it is a public company, or

(b) being a private company, it is a subsidiary of a public company or of a body corporate registered under the law relating to companies for the time being in force in Great Britain as a public company.

(2) No person is capable of being appointed a director of a company which is subject to this Article if at the time of his appointment he has attained the age of 70.

(3) A director of such a company shall vacate his office at the conclusion of the annual general meeting commencing next after he attains the age of 70; but acts done by a person as director are valid notwithstanding that it is afterwards discovered that his appointment had terminated under this paragraph.

(4) Where a person retires under paragraph (3), no provision for the automatic reappointment of retiring directors in default of another appointment applies; and if at the meeting at which he retires the vacancy is not filled as a casual vacancy.

(5) Nothing in paragraphs (2) to (4) prevents the appointment of a director at any age, or requires a director to retire at any time, if his appointment is or was made or approved by the company in general meeting; but special notice is required of a resolution appointing or approving the appointment of a director for it to have effect under this paragraph, and the notice of the resolution given to the company, and by the company to its members, must state, or have stated, the age of the person to whom it relates.

(6) A person reappointed director on retiring under paragraph (3), or appointed in place of a director so retiring, is to be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the retiring director was last appointed before his retirement.

Subject to this, the retirement of a director out of turn under paragraph (3) is to be disregarded in determining when any other directors are to retire.

(7) In the case of a company first registered on or after 1st April 1961, this Article has effect subject to the provisions of the company's articles; and in the case of a company first registered before that date—

(a) this Article has effect subject to any alterations of the company's articles made on or after that date; and

(b) if on that date the company's articles contained provision for retirement of directors under an age limit or for preventing or restricting appointments of directors over a given age, this Article does not apply to directors to whom that provision applies.

Duty of director to disclose his age N.I.

302.—(1) A person who is appointed or to his knowledge proposed to be appointed director of a company subject to Article 301 at a time when he has attained any retiring age applicable to him under that Article or under the company's articles shall give notice of his age to the company.

(2) For the purposes of this Article, a company is deemed subject to Article 301 notwithstanding that all or any of the provisions of that Article are excluded or modified by the company's articles.

(3) Paragraph (1) does not apply in relation to a person's appointment on the termination of a previous appointment as director of the company.

(4) A person who—

(a) fails to give notice of his age as required by this Article; or

(b) acts as director under any appointment which is invalid or has terminated by reason of his age,

is liable to a fine and, for continued contravention, to a daily default fine.

(5) For the purposes of paragraph (4), a person who has acted as director under an appointment which is invalid or has terminated is deemed to have continued so to act throughout the period from the invalid appointment, or the date on which the appointment terminated (as the case may be), until the last day on which he is shown to have acted thereunder.

Arts. 303‐310 rep. by 1989 NI 18