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F1PART IVN.I.OTHER AMENDMENTS OF COMPANY LAW

F1Pt. IV (arts. 44-78) repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles

A company's capacity and related mattersN.I.

A company's capacity and the power of the directors to bind itN.I.

44.  F2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Invalidity of certain transactions involving directorsN.I.

45.  F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement of company's objectsN.I.

46.  F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Charitable companiesN.I.

47.—(1) In the Charities (Northern Ireland) Order 1987F5 for Article 9 (charitable companies) substitute—

Charitable companies: alteration of objects clause

9.(1) Where a charity is a company or other body corporate having power to alter the instruments establishing or regulating it as a body corporate, no exercise of that power which has the effect of the body ceasing to be a charity shall be valid so as to affect the application of—

(a)any property acquired under any disposition or agreement previously made otherwise than for full consideration in money or money's worth, or any property representing property so acquired,

(b)any property representing income which has accrued before the alteration is made, or

(c)the income from any such property as aforesaid.

(2) Where a charity is a company, any alteration by it of the objects clause in its memorandum of association is ineffective without the prior written consent of the Department; and it shall deliver a copy of that consent to the registrar of companies under Article 17(1)(a) or (b) of the Companies Order along with the printed copy of the memorandum as altered.

(3) Article 17(3) of that Order (offences) applies in relation to a default in complying with paragraph (2) as regards the delivery of a copy of the Department's consent.

Charitable companies: invalidity of certain transactions

9A.(1) Articles 45 and 45A of the Companies Order (capacity of company not limited by its memorandum; power of directors to bind company) do not apply to the acts of a company which is a charity except in favour of a person who—

(a)gives full consideration in money or money's worth in relation to the act in question, and

(b)does not know that the act is not permitted by the company's memorandum or, as the case may be, is beyond the powers of the directors,

or who does not know at the time the act is done that the company is a charity.

(2) However, where such a company purports to transfer or grant an interest in property, the fact that the act was not permitted by the company's memorandum or, as the case may be, that the directors in connection with the act exceeded any limitation on their powers under the company's constitution, does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the company's act.

(3) In any proceedings arising out of paragraph (1) the burden of proving—

(a)that a person knew that an act was not permitted by the company's memorandum or was beyond the powers of the directors, or

(b)that a person knew that the company was a charity,

lies on the person making that allegation.

(4) Where a company is a charity, the ratification of an act under Article 45(3) of the Companies Order, or the ratification of a transaction to which Article 330A of that Order applies (invalidity of certain transactions to which directors or their associates are parties), is ineffective without the prior written consent of the Department.

Charitable companies: status to appear on correspondence, etc.

9B.(1) Where a company is a charity and its name does not include the word “charity” or the word “charitable”, the fact that the company is a charity shall be stated in English in legible characters—

(a)in all business letters of the company,

(b)in all its notices and other official publications,

(c)in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company,

(d)in all conveyances purporting to be executed by the company, and

(e)in all its bills of parcels, invoices, receipts and letters of credit.

(2) In paragraph (1)(d) “conveyance” means any instrument creating, transferring, varying or extinguishing an interest in land.

(3) Article 357(2) to (4) of the Companies Order (offences in connection with failure to include required particulars in business letters, &c.) apply in relation to a contravention of paragraph (1)..

(2) In Article 2(2) of the Charities (Northern Ireland) Order 1987F6 (definitions), at the appropriate place insert—

“company” means a company formed and registered under the Companies Order, or to which the provisions of that Order apply as they apply to such a company;

“Companies Order” means the Companies (Northern Ireland) Order 1986; .

De-regulation of private companiesN.I.

Written resolutions of private companiesN.I.

48.  F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Written resolutions: supplementary provisionsN.I.

49.  F8. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Election by private company to dispense with certain requirementsN.I.

50.  F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Elective resolution of private companyN.I.

51.  F10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Power to make further provision by regulationsN.I.

52.  F11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Appointment and removal of auditors and related mattersN.I.

IntroductionN.I.

53.  F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Appointment of auditorsN.I.

54.  F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rights of auditorsN.I.

55.  F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Remuneration of auditorsN.I.

56.  F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal, resignation, &c. of auditorsN.I.

57.  F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Statement by person ceasing to hold office as auditorN.I.

58.  F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company records and related mattersN.I.

Delivery of documents to the registrarN.I.

59.  F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Keeping and inspection of company recordsN.I.

60.  F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Supplementary provisions as to company records and related mattersN.I.

61.  F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

MiscellaneousN.I.

“Subsidiary”, “holding company” and “wholly-owned subsidiary”N.I.

62.[F21(1) In Part I of the Companies Order (introductory and interpretation), for Article 4 substitute—

“Subsidiary”, “holding company” and “wholly-owned subsidiary”

4.(1) A company is a “subsidiary” of another company, its “holding company”, if that other company—

(a)holds a majority of the voting rights in it, or

(b)is a member of it and has the right to appoint or remove a majority of its board of directors, or

(c)is a member of it and controls alone, pursuant toan agreement with other shareholders or members, amajority of the voting rights in it,

or if it is a subsidiary of a company which is itself a subsidiary of that other company.

(2) A company is a “wholly-owned subsidiary” of another company if it has no members except that other and that other's wholly-owned subsidiaries or persons acting on behalf of that other or its wholly-owned subsidiaries.

(3) In this Article “company” includes any body corporate.

Provisions supplementing Article 4

4A.(1) The provisions of this Article explain expressions used in Article 4 and otherwise supplement that Article.

(2) In Article 4(1)(a) and (c) the references to the voting rights in a company are to the rights conferred on shareholders in respect of their shares or, in the case of a company not having a share capital, on members, to vote at general meetings of the company on all, or substantially all, matters.

(3) In Article 4(1)(b) the reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holding a majority of the voting rights at meetings of the board on all, or substantially all, matters; and for the purposes of that provision—

(a)a company shall be treated as having the right to appoint to a directorship if—

(i)a person's appointment to it follows necessarily from his appointment as director of the company, or

(ii)the directorship is held by the company itself; and

(b)a right to appoint or remove which is exercisable only with the consent or concurrence of another person shall be left out of account unless no other person has a right to appoint or, as the case may be, remove in relation to that directorship.

(4) Rights which are exercisable only in certain circumstances shall be taken into account only—

(a)when the circumstances have arisen, and for so long as they continue to obtain, or

(b)when the circumstances are within the control of the person having the rights;

and rights which are normally exercisable but are temporarily incapable of exercise shall continue to be taken into account.

(5) Rights held by a person in a fiduciary capacity shall be treated as not held by him.

(6) Rights held by a person as nominee for another shall be treated as held by the other; and rights shall be regarded as held as nominee for another if they are exercisable only on his instructions or with his consent or concurrence.

(7) Rights attached to shares held by way of security shall be treated as held by the person providing the security—

(a)where apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in accordance with his instructions;

(b)where the shares are held in connection with the granting of loans as part of normal business activities and apart from the right to exercise them for the purpose of preserving the value of the security, or of realising it, the rights are exercisable only in his interests.

(8) Rights shall be treated as held by a company if they are held by any of its subsidiaries; and nothing in paragraph (6) or (7) shall be construed as requiring rights held by a company to be treated as held by any of its subsidiaries.

(9) For the purposes of paragraph (7) rights shall be treated as being exercisable in accordance with the instructions or in the interests of a company if they are exercisable in accordance with the instructions of or, as the case may be, in the interests of—

(a)any subsidiary or holding company of that company, or

(b)any subsidiary of a holding company of that company.

(10) The voting rights in a company shall be reduced by any rights held by the company itself.

(11) References in any provision of paragraphs (5) to (10) to rights held by a person include rights falling to be treated as held by him by virtue of any other provision of those paragraphs but not rights which by virtue of any such provision are to be treated as not held by him.

(12) In this Article “company” includes any body corporate..

(2) Any reference in any statutory provision to a “subsidiary” or “holding company” within the meaning of Article 4 of the Companies Order shall, subject to any express amendment or saving made by or under this Order, be read as referring to a subsidiary orholding company as defined in Article 4 as substituted by paragraph(1).

This applies whether the reference is specific or general, or express or implied.

(3) In Part I of the Companies Order (introductory and interpretation) after Article 4A insert—

Power to amend Articles 4 and 4A

4B.(1) The Department may by regulations amend Articles 4 and 4A so as to alter the meaning of the expressions “holding company”, “subsidiary” or “wholly-owned subsidiary”.

(2) Any amendment made by regulations under this Article does not apply for the purposes of statutory provisions outside the Companies Orders unless the regulations so provide.

(3) So much of section 29(1) of the Interpretation Act (Northern Ireland) 1954 (effect of repeal and re-enactment) as relates to statutory documents shall not apply in relation to any repeal and re-enactment effected by regulations made under this Article..

Para. (4)—amendments and savings

(5) So much of section 29(1) of the Interpretation Act (Northern Ireland) 1954F22 (effect of repeal and re-enactment) as relates to statutory documents shall not apply in relation to the repeal and re-enactment by this Article of Article 4 of the Companies Order.]

Form of articles for partnership companyN.I.

63.  F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Membership of holding companyN.I.

64.  F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Company contracts and execution of documents by companiesN.I.

65.  F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Members' rights to damages, &c.N.I.

66.  F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Financial assistance for purposes of employees' share schemeN.I.

67.  F27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issue of redeemable sharesN.I.

68.  F28. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Disclosure of interests in sharesN.I.

69.  F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Orders imposing restrictions on sharesN.I.

70.  F30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A company's registered officeN.I.

71.  F31. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Effecting of insurance for officers and auditors of companyN.I.

72.  F32. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Increase of limits on certain exemptionsN.I.

73.  F33. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Annual returnsN.I.

74.  F34. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Application to declare dissolution of company voidN.I.

75.  F35. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Abolition of doctrine of deemed noticeN.I.

76.  F36. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Rights of inspection and related mattersN.I.

77.  F37. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F37Art. repealed (20.01.2007 for art. 77(10) and 1.10.2009 otherwise) by Companies Act 2006 (c. 46), ss. 1295, 1300(2), Sch. 16; S.I. 2006/3428, art. 7(b), Sch. 3 Pt. 2 (with arts. 6, 8, Sch. 5); S.I. 2008/2860, art. 4, Sch. 1 Pt. 2 (with arts. 5, 7, 8, Sch. 2 (as amended by S.I. 2009/1802, art. 18, Sch., S.I. 2009/1941, art. 10 and S.I. 2009/2476, reg. 2(3)(4)))

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N.I.

F38