Statutory Rules of Northern Ireland
COMPANIES
Made
5th July 1991
Coming into operation
19th August 1991
The Department of Economic Development, in exercise of the powers conferred on it by Article 667(1) and (3) of and Schedule 21 to the Companies (Northern Ireland) Order 1986(1) and of every other power enabling it in that behalf, hereby makes the following Regulations:
1. These Regulations may be cited as the Companies (Unregistered Companies) (Amendment No. 3) Regulations (Northern Ireland) 1991 and shall come into operation on 19th August 1991.
2. The Companies (Unregistered Companies) Regulations (Northern Ireland) 1986(2) are hereby amended as follows:
(a)in Regulation 6(c), for the words “Article 45” there shall be substituted the words “Articles 45 and 45B”, for the word “it” there shall be substituted the word “they” and for the words “that Article”
there shall be substituted the words “those Articles”;
(b)in the entry in the Schedule relating to Part II of the Companies (Northern Ireland) Order 1986, for the entry relating to Article 45 there shall be substituted the following entry:
“Articles 45 to 45B ... ... ... ... Company’s capacity; power of directors to bind it.”, and
(c)in the entry in the Schedule relating to Part XI of the Companies (Northern Ireland) Order 1986, before the entry relating to Articles 351 to 355, there shall be inserted the following entry:
“Article 330A ... ... ... ... Invalidity of certain transactions involving directors, etc.”.
Sealed with the Official Seal of the Department of Economic Development on 5th July 1991.
L.S.
A.H. McAlister
Assistant Secretary
(This note is not part of the Regulations)
These Regulations amend the Companies (Unregistered Companies) Regulations (Northern Ireland) 1986 which apply certain provisions of the Companies (Northern Ireland) Order 1986 (“the 1986 Order”) to unregistered companies. The amendments have the effect of applying to such companies the new provisions relating to:
the capacity of companies to enter into transactions;
the power of directors to bind companies;
the absence of a duty on a third party to enquire whether a company has capacity to enter into a transaction or whether the directors have authority to do so, and
the invalidity of certain transactions involving directors, etc.
which are inserted into the 1986 Order by the Companies (No. 2) (Northern Ireland) Order 1990.
S.I. 1986/1032 (N.I. 6); Schedule 21 has been amended by provisions contained in the Financial Services Act 1986 (c. 60), the Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18)), the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)) and the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)). Of those amendments, those effected by Articles 44(3) (which inserts references to Articles 45 to 45B into the Schedule) and 45(2) (which inserts a reference to Article 330A into the Schedule) of the Companies (No. 2) (Northern Ireland) Order 1990 are relied upon in the making of this Order.
S.R. 1986 No. 305 to which there are amendments not relevant to these Regulations.