The Companies (No. 2) (Northern Ireland) Order 1990

1. Introductory Text

2. PART I INTRODUCTORY

   1. 1. Title and commencement

   2. 2. Interpretation

3. PART II INVESTIGATIONS AND POWERS TO OBTAIN INFORMATION

   1. Amendments of the Companies Order

      1. 3. Investigations by inspectors not leading to published report

      2. 4. Production of documents and evidence to inspectors

      3. 5. Duty of inspectors to report

      4. 6. Power to bring civil proceedings on the company’s behalf

      5. 7. Expenses of investigating a company’s affairs

      6. 8. Power of Department to present winding-up petition

      7. 9. Inspectors' reports as evidence

      8. 10. Investigation of company ownership

      9. 11. Department’s power to require production of documents

      10. 12. Entry and search of premises

      11. 13. Provision for security of information obtained

      12. 14. Punishment for destroying, mutilating, &c. company documents

      13. 15. Punishment for furnishing false information

      14. 16. Disclosure of information by Department or inspector

      15. 17. Protection of banking information

      16. 18. Investigation of bodies incorporated outside Northern Ireland

      17. 19. Investigation of unregistered companies

      18. 20. Offences committed by bodies corporate or unincorporated bodies

   2. Amendments of the Insider Dealing Order

      1. 21. Investigations into insider dealing

      2. 22. Restrictions on disclosure of information

      3. 23. Entry and search of premises

   3. Amendments of other statutory provisions

      1. 24. Amendment of the Building Societies Act 1986

      2. 25. Amendments of the Banking Act 1987

      3. 26. Amendment of the Companies (Northern Ireland) Order 1989

      4. 27. Amendment of the Insolvency (Northern Ireland) Order 1989

4. PART III REGISTRATION OF COMPANY CHARGES

   1. Introduction

      1. 28. Introduction

   2. Registration in the companies charges register

      1. 29. Charges requiring registration

      2. 30. The companies charges register

      3. 31. Delivery of particulars for registration

      4. 32. Delivery of further particulars

      5. 33. Effect of omissions and errors in registered particulars

      6. 34. Memorandum of charge ceasing to affect company’s property

      7. 35. Further provisions with respect to voidness of charges

      8. 36. Additional information to be registered

   3. Copies of instruments and register to be kept by company

      1. 37. Copies of instruments and register to be kept by company

   4. Supplementary provisions

      1. 38. Power to make further provision by regulations

      2. 39. Other supplementary provisions

      3. 40. Interpretation, &c.

      4. 41. Charges on property of company incorporated outside Northern Ireland

      5. 42. Application of provisions to unregistered companies

      6. 43. Consequential amendments

5. PART IV OTHER AMENDMENTS OF COMPANY LAW

   1. A company’s capacity and related matters

      1. 44. A company’s capacity and the power of the directors to bind it

      2. 45. Invalidity of certain transactions involving directors

      3. 46. Statement of company’s objects

      4. 47. Charitable companies

   2. De-regulation of private companies

      1. 48. Written resolutions of private companies

      2. 49. Written resolutions: supplementary provisions

      3. 50. Election by private company to dispense with certain requirements

      4. 51. Elective resolution of private company

      5. 52. Power to make further provision by regulations

   3. Appointment and removal of auditors and related matters

      1. 53. Introduction

      2. 54. Appointment of auditors

      3. 55. Rights of auditors

      4. 56. Remuneration of auditors

      5. 57. Removal, resignation, &c. of auditors

      6. 58. Statement by person ceasing to hold office as auditor

   4. Company records and related matters

      1. 59. Delivery of documents to the registrar

      2. 60. Keeping and inspection of company records

      3. 61. Supplementary provisions as to company records and related matters

   5. Miscellaneous

      1. 62. “Subsidiary”, “holding company” and “wholly-owned subsidiary”

      2. 63. Form of articles for partnership company

      3. 64. Membership of holding company

      4. 65. Company contracts and execution of documents by companies

      5. 66. Members' rights to damages, &c.

      6. 67. Financial assistance for purposes of employees' share scheme

      7. 68. Issue of redeemable shares

      8. 69. Disclosure of interests in shares

      9. 70. Orders imposing restrictions on shares

      10. 71. A company’s registered office

      11. 72. Effecting of insurance for officers and auditors of company

      12. 73. Increase of limits on certain exemptions

      13. 74. Annual returns

      14. 75. Application to declare dissolution of company void

      15. 76. Abolition of doctrine of deemed notice

      16. 77. Rights of inspection and related matters

      17. 78. Minor amendments

6. PART V FINANCIAL MARKETS AND INSOLVENCY

   1. Introduction

      1. 79. Introduction

   2. Recognised investment exchanges and clearing houses

      1. 80. Market contracts

      2. 81. Modifications of the law of insolvency

      3. 82. Proceedings of exchange or clearing house take precedence over insolvency procedures

      4. 83. Duty to give assistance for purposes of default proceedings

      5. 84. Supplementary provisions as to default proceedings

      6. 85. Duty to report on completion of default proceedings

      7. 86. Net sum payable on completion of default proceedings

      8. 87. Disclaimer of property, rescission of contracts, &c.

      9. 88. Adjustment of prior transactions

      10. 89. Powers of Secretary of State to give directions

      11. 90. Application to determine whether default proceedings to be taken

      12. 91. Delegation of functions to designated agency

   3. Other exchanges and clearing houses

      1. 92. Certain overseas exchanges and clearing houses

      2. 93. Certain money market institutions

      3. 94. Settlement arrangements provided by the Bank of England

   4. Market charges

      1. 95. Market charges

      2. 96. Modifications of the law of insolvency

      3. 97. Administration orders, etc.

      4. 98. Power to make provision about certain other charges

   5. Market property

      1. 99. Application of margin not affected by certain other interests

      2. 100. Priority of floating market charge over subsequent charges

      3. 101. Priority of market charge over unpaid vendor’s lien

      4. 102. Proceedings against market property by unsecured creditors

      5. 103. Power to apply provisions to other cases

   6. Supplementary provisions

      1. 104. Insolvency proceedings in other jurisdictions

      2. 105. Indemnity for certain acts, &c.

      3. 106. Power to make further provision by regulations

      4. 107. Supplementary provisions as to regulations

      5. 108. Construction of references to parties to market contracts

      6. 109. Meaning of “default rules” and related expressions

      7. 110. Meaning of “relevant office-holder”

      8. 111. Minor definitions

      9. 112. Index of defined expressions

7. PART VI REPEALS

   1. 113. Repeals

8. Signature

9. SCHEDULES

   1. SCHEDULE 1

      CHARGES ON PROPERTY OF COMPANIES INCORPORATED OUTSIDE NORTHERN IRELAND

   2. SCHEDULE 2

      AMENDMENTS CONSEQUENTIAL ON PART III

      1. The Companies (Northern Ireland) Order 1986 (NI 6)

         1. 1. (1) Schedule 23 (punishment of offences) is amended as follows....

      2. The Companies (Northern Ireland) Order 1989 (NI 18)

         1. 2. In Schedule 1 (matters relevant to determining unfitness of directors),...

      3. The Insolvency (Northern Ireland) Order 1989 (NI 19)

         1. 3. (1) In Article 22(3) (restrictions on making administration order where...

   3. SCHEDULE 3

      “SUBSIDIARY” AND RELATED EXPRESSIONS: CONSEQUENTIAL AMENDMENTS AND SAVINGS

      1. The Business Tenancies Act (Northern Ireland) 1964 (c. 36 (N.I.))

         1. 1. In section 25(2) for the words from “the same meaning”...

      2. The Transport Act (Northern Ireland) 1967 (c. 37 (N.I.))

         1. 2. In section 81 in the definition of “subsidiary” for the...

      3. The Electricity Supply (Northern Ireland) Order 1972 (1972 NI 9)

         1. 3. In Article 2(3) for the words from “the same meaning”...

      4. The Industry Act 1972 (c. 63)

         1. 4. In section 10(9) for the words from “or for the...

      5. The Industry Act 1975 (c. 68)

         1. 5. In section 37(1) in the definition of “wholly owned subsidiary”...

      6. The Restrictive Trade Practices Act 1976 (c. 34)

         1. 6. (1) This paragraph applies to agreements (within the meaning of...

      7. The Gas (Northern Ireland) Order 1977 (NI 7)

         1. 7. In Article 6(7) for the words from “the same meaning”...

      8. The Aircraft and Shipbuilding (Northern Ireland) Order 1979 (NI 1)

         1. 8. References in Article 2(3) to Article 4 of the Companies...

      9. The Crown Agents Act 1979 (c. 43)

         1. 9. In section 31(1) in the definition of “wholly-owned subsidiary” for...

      10. The Industrial Development (Northern Ireland) Order 1982 (NI 15)

          1. 10. (1) In Article 15(1) for the definitions of “holding company”...

      11. The Companies (Northern Ireland) Order 1986 (NI 6)

          1. 11. For the purposes of Article 11 of the Companies Order...

          2. 12. (1) The following provisions have effect with respect to the...

          3. 13. (1) Article 163 of the Companies Order (transactions excepted from...

          4. 14. Article 301 of the Companies Order (age limit for directors)...

          5. 15. Nothing in Article 62(1) affects the operation of Part XIVA...

          6. 16. For the purposes of Article 668 of the Companies Order...

          7. 17. In Schedule 24 to the Companies Order “subsidiary” has the...

   4. SCHEDULE 4

      COMPANY CONTRACTS, SEALS, &C.: FURTHER PROVISIONS

      1. Execution of deeds abroad

         1. 1. In Article 48 of the Companies Order (execution of deeds...

      2. Official seal for use abroad

         1. 2. (1) Article 49 of the Companies Order (power to have...

      3. Official seal for share certificates, &c.

         1. 3. (1) Article 50 of the Companies Order (official seal for...

      4. Authentication of documents

         1. 4. In Article 51 of the Companies Order (authentication of documents),...

      5. Share certificate as evidence of title

         1. 5. In Article 196 of the Companies Order (certificate to be...

      6. Share warrants to bearer

         1. 6. For Article 198 of the Companies Order (issue and effect...

      7. Identification of company on common seal

         1. 7. In Article 358 of the Companies Order (identification of company...

   5. SCHEDULE 5

      MINOR AMENDMENTS OF THE COMPANIES ORDER

      1. Index of defined expressions

         1. 1. In Part I of the Companies Order (interpretation), after Article...

      2. Particulars to be given of directors and secretaries

         1. 2. (1) Article 297 of the Companies Order (particulars of directors...

         2. 3. (1) Article 298 of the Companies Order (particulars of secretaries...

         3. 4. (1) Article 313 of the Companies Order (directors' names on...

         4. 5. (1) Article 635 of the Companies Order (documents to be...

         5. 6. In Article 641 of the Companies Order (documents to be...

         6. 7. (1) Schedule 1 to the Companies Order (particulars of directors...

      3. Transactions with directors not requiring authorisation

         1. 8. In Article 329 of the Companies Order (exceptions from provisions...

      4. Time limit for holding extraordinary general meeting convened on members' requisition

         1. 9. In Article 376 of the Companies Order (extraordinary general meeting...

      5. Removal of restriction on transfer of shares

         1. 10. (1) In Article 449(3) of the Companies Order (removal of...

      6. Protection of company’s members against unfair prejudice

         1. 11. In Part XVIII of the Companies Order (protection of company’s...

      7. Requirements for registration by joint stock companies

         1. 12. In Article 633(1) of the Companies Order (requirements for registration...

      8. Companies' registered numbers

         1. 13. For Article 654 of the Companies Order (companies' registered numbers)...

      9. Exemptions from limit of 20 on members of partnership

         1. 14. (1) Article 665 of the Companies Order (prohibition of formation...

         2. 15. (1) Article 666 of the Companies Order (limited partnerships: limit...

      10. Meaning of “officer who is in default”

          1. 16. In Article 678 of the Companies Order (punishment of offences),...

      11. Fraudulent trading by unregistered companies

          1. 17. In Schedule 21 to the Companies Order (provisions applying to...

   6. SCHEDULE 6

      REPEALS

10. Explanatory Note