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

Company records and related matters N.I.

Delivery of documents to the registrar N.I.

59.—(1) For Article 655 of the Companies Order (size, durability, &c. of documents delivered to the registrar) substitute—

“Delivery to the registar of documents in legible form

655.— (1) This Article applies to the delivery to the registrar under any provision of the Companies Orders of documents in legible form.

(2) The document must—

(a) state in a prominent position the registered number of the company to which it relates,

(b) satisfy any requirements prescribed by regulations for the purposes of this Article, and

(c) conform to such requirements as the registrar may specify for the purpose of enabling him to copy the document.

(3) If a document is delivered to the registrar which does not comply with the requirements of this Article, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

(4) Where the registrar serves such a notice, then, unless a replacement document—

(a) is delivered to him within 14 days after the service of the notice, and

(b) complies with the requirements of this Article (or Article 656) or is not rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to him.

But for the purposes of any statutory provision imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar's notice.”.

(2) For Article 656 of the Companies Order (power of registrar to accept information on microfilm, &c.) substitute—

“Delivery to the registrar of documents otherwise than in legible form

656.— (1) This Article applies to the delivery to the registrar under any provision of the Companies Orders of documents otherwise than in legible form.

(2) Any requirement to deliver a document to the registrar, or to deliver a document in the prescribed form, is satisfied by the communication to the registrar of the requisite information in any non-legible form prescribed for the purposes of this Article by regulations or approved by the registrar.

(3) Where the document is required to be signed or sealed, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.

(4) The document must—

(a) contain in a prominent position the registered number of the company to which it relates,

(b) satisfy any requirements prescribed by regulations for the purposes of this Article, and

(c) be furnished in such manner, and conform to such requirements, as the registrar may specify for the purpose of enabling him to read and copy the document.

(5) If a document is delivered to the registrar which does not comply with the requirements of this Article, he may serve on the person by whom the document was delivered (or, if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.

(6) Where the registrar serves such a notice, then, unless a replacement document—

(a) is delivered to him within 14 days after the service of the notice, and

(b) complies with the requirements of this Article (or Article 655) or is not rejected by him for failure to comply with those requirements,

the original document shall be deemed not to have been delivered to him.

But for the purposes of any statutory provision imposing a penalty for failure to deliver, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 14 days after service of the registrar's notice.

(7) The Department may by regulations make further provision with respect to the application of this Article in relation to instantaneous forms of communication.”.

Keeping and inspection of company records N.I.

60.—(1) In Part XXIV of the Companies Order (the registrar of companies, his functions and office), after Article 656 insert—

“The keeping of company records by the registrar

656A.— (1) The information contained in a document delivered to the registrar under the Companies Orders may be recorded and kept by him in any form he thinks fit, provided it is possible to inspect the information and to produce a copy of it in legible form.

This is sufficient compliance with any duty of his to keep, file or register the document.

(2) The originals of documents delivered to the registrar in legible form shall be kept by him for ten years, after which they may be destroyed.

(3) Where a company has been dissolved, the registrar may, at any time after the expiration of two years from the date of the dissolution, direct that any records in his custody relating to the company may be removed to the Public Record Office of Northern Ireland; and records in respect of which such a direction is given shall be disposed of in accordance with the statutory provisions relating to that Office.

(4) In paragraph (3) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844.”.

(2) For Articles 658 and 659 of the Companies Order (inspection of documents kept by the registrar) substitute—

“Inspection, &c. of records kept by the registrar

658.— (1) Any person may inspect any records kept by the registrar for the purposes of the Companies Orders and may require—

(a) a copy, in such form as the registrar considers appropriate, of any information contained in those records, or

(b) a certified copy of, or extract from, any such record.

(2) The right of inspection extends to the originals of documents delivered to the registrar in legible form only where the record kept by the registrar of the contents of the document is illegible or unavailable.

(3) A copy of or extract from a record kept at the office for the registration of companies, certified in writing by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of any document delivered to him under the Companies Orders, is in all legal proceedings admissible in evidence as of equal validity with the original document and as evidence of any fact stated therein of which direct oral evidence would be admissible.

This is subject to compliance with any applicable rules of court under section 2 of the Civil Evidence Act (Northern Ireland) 1971 or Article 68(2) of the Police and Criminal Evidence (Northern Ireland) Order 1989 (which relate to evidence from computer records).

(4) Copies of or extracts from records furnished by the registrar may, instead of being certified by him in writing to be an accurate record, be sealed with his official seal.

(5) No process for compelling the production of a record kept by the registrar shall issue from any court except with the leave of the court; and any such process shall bear on it a statement that it is issued with the leave of the court.

Certificate of incorporation

659.   Any person may require a certificate of the incorporation of a company, signed by the registrar or authenticated by his official seal.

Provision and authentication by registrar of documents is non-legible form

659A.— (1) Any requirement of the Companies Orders as to the supply by the registrar of a document may, if the registrar thinks fit, be satisfied by the communication by the registrar of the requisite information in any non-legible form prescribed for the purposes of this Article by regulations or approved by him.

(2) Where the document is required to be signed by him or sealed with his official seal, it shall instead be authenticated in such manner as may be prescribed by regulations or approved by the registrar.”.

Supplementary provisions as to company records and related matters N.I.

61.—(1) In Part XXIV of the Companies Order (the registrar of companies, his functions and offices), after Article 664 insert—

“Interpretation

664A.— (1) In this Part—

“document” includes information recorded in any form; and

“legible”, in the context of documents in legible or non-legible form, means capable of being read with the naked eye.

(2) References in this Part to delivering a document include sending, forwarding, producing or (in the case of a notice) giving it.”.

(2) In Article 657(1) of the Companies Order (fees)—

(a) in sub-paragraph (a) for the words from “any notice or other document” to the end substitute “ any document which under those Orders is required to be delivered to him ”, and

(b) in sub-paragraph (b) omit “or other material”.

(3) Omit Articles 661 and 664 of the Companies Order (removal and destruction of old records).

(4) In Article 662(1) (enforcement of duty to make returns, &c.), for the words from “file with” to “or other document” substitute “ deliver a document to the registrar ”.

(5) In Article 2A(3) of the Companies Order (provisions applying to other statutory provisions as to the Companies Orders)—

(a) after “656(1),” insert “ 656A(1), ”,

(b) after “657(1)(a) and (3),” insert “ 658(1) and (3), ”, and

(c) for “659(4)” substitute “ 659A ”.

(6) After Article 2A of the Companies Order insert—

“Relationship of this Order to Parts IV and V of the Financial Services Act 1986

2B.   In Articles 655(1), 656(1), 656A(1), 657(1)(a) and (3), 658(1) and (3), 659A and 662(1) references to the Companies Orders include Parts IV and V of the Financial Services Act 1986.”.

(7) In Schedule 21 to the Companies Order (unregistered companies), in the entry for Part XXIV for “Articles 655, 657 to 659, 661 and 662” substitute “ Articles 655 to 659A, 662 and 664A ”.