The Companies (Northern Ireland) Order 1986 (revoked)

PART XVIIIF8 N.I. PROTECTION OF COMPANY'S MEMBERS AGAINST UNFAIR PREJUDICE

F8 Order repealed (prosp.)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}

Order on application of company member N.I.

452.—(1 )F1  A member of a company may apply to the court by petition for an order under this Part on the ground that the company's affairs are being or have been conducted in a manner which is[F2 unfairly prejudicial to the interests of its members generally or of some part of its members] (including at least himself) or that any actual or proposed act or omission of the company (including an act or omission on its behalf) is or would be so prejudicial.

(2 )F1  The provisions of this Part apply to a person who is not a member of a company but to whom shares in the company have been transferred or transmitted by operation of law, as those provisions apply to a member of the company; and references to a member or members are to be construed accordingly.

F1 mod. by SR 2004/307

F2 1990 NI 10

Order on application of the Department N.I.

453.— [F3 (1) If it appears to the Department that—

(a) the affairs of a company to which this paragraph applies are being or have been conducted in a manner which is unfairly prejudicial to the interests of its members generally or of some part of its members, or

(b) any actual or proposed act or omission of a company to which this paragraph applies, including an act or omission on its behalf, is or would be so prejudicial,

the Department may (in addition to or instead of presenting a petition for the winding up of the company) apply to the court by petition for an order under this Part.

(1A) Paragraph (1) applies to a company in respect of which—

(a) the Department has received a report under Article 430;

(b) the Department has exercised its powers under Article 440 or 441;

(c) the Secretary of State or the Financial Services Authority has exercised his or its powers under Part 11 of the Financial Services and Markets Act 2000; or

(d) the Secretary of State has received a report from an investigator appointed by him or by the Financial Services Authority under that Part.]

(2 )F4  In this Article (and, so far as applicable for its purposes, in Article 454) “company” means any body corporate which is liable to be wound up under this Order [F5 or which would be so liable but for Article 43 of the Water and Sewerage Services (Northern Ireland) Order 2006].

F3 SI 2001/3649

F4 mod. by SR 2004/307

F5 Words in art. 453(2) inserted (1.4.2007) by Water and Sewerage Services (Northern Ireland) Order 2006 (S.I. 2006/3336 (N.I. 21)), arts. 1(2), 308(1), Sch. 12 para. 24 (with arts. 8(8), 121(3), 307); S.R. 2007/194, art. 2(2), Sch. 1 Pt. II (subject to art. 3, Sch. 2)

Provisions as to petitions and orders under this Part N.I.

454.—(1) If the court is satisfied that a petition under this Part is well founded, it may make such order as it thinks fit for giving relief in respect of the matters complained of.

(2) Without prejudice to the generality of paragraph (1), the court's order may—

(a) regulate the conduct of the company's affairs in the future,

(b) require the company to refrain from doing or continuing an act complained of by the petitioner or to do an act which the petitioner has complained it has omitted to do,

(c) authorise civil proceedings to be brought in the name and on behalf of the company by such person or persons and on such terms as the court may direct,

(d )F6 provide for the purchase of the shares of any members of the company by other members or by the company itself and, in the case of a purchase by the company itself, the reduction of the company's capital accordingly.

(3 )F6  If an order under this Part requires the company not to make any, or any specified, alteration in its memorandum or articles, the company does not then have power without leave of the court to make any such alteration in breach of that requirement.

(4 )F6  Any alteration in the company's memorandum or articles made by virtue of an order under this Part is of the same effect as if duly made by resolution of the company, and the provisions of this Order apply to the memorandum or articles as so altered accordingly.

(5 )F6  An office copy of an order under this Part altering, or giving leave to alter, a company's memorandum or articles shall, within 14 days from the making of the order or such longer period as the court may allow, be delivered by the company to the registrar for registration; and if a company makes default in complying with this paragraph, 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.

[F7 (6) The power under Article 359 of the Insolvency Order to make rules shall, so far as it relates to a winding-up petition, apply for the purposes of a petition under this Part.]

F6 mod. by SR 2004/307

F7 1989 NI 19