Companies (Northern Ireland) Order 1986 (Electronic Communications) Order (Northern Ireland) 2003

Electronic transmission of notice of meeting to pass elective resolution

19.—(1) Article 387A of the 1986 Order (elective resolution of private company)(1) is amended as follows.

(2) Insert the following paragraphs after paragraph (2A)–

“(2B) For the purposes of this Article, notice in writing of the meeting is to be taken as given to a person where notice of the meeting is sent using electronic communications to such address as may for the time being be notified by that person to the company for that purpose.

(2C) For the purposes of this Article a notice in writing of the meeting is also to be treated as given to a person where –

(a) the company and that person have agreed that notices of meetings required to be given to that person may instead be accessed by him on a web site;

(b) the meeting is a meeting to which that agreement applies;

(c) that person is notified, in manner for the time being agreed between him and the company for the purpose, of–

(i) the publication of the notice on a web site;

(ii) the address of that web site; and

(iii) the place on that web site where the notice may be accessed, and how it may be accessed; and

(d) the notice continues to be published on that web site throughout the period beginning with the giving of that notification and ending with the conclusion of the meeting;

and for the purposes of this Article a notice treated in accordance with this paragraph as given to any person is to be treated as so given at the time of the notification mentioned in sub-paragraph (c).

(2D) A notification given for the purposes of paragraph (2C)(c) must–

(a) state that it concerns a notice of a company meeting at which an elective resolution is to be proposed, and

(b) specify the place, date and time of the meeting.

(2E) Nothing in paragraph (2C) shall invalidate the proceedings of a meeting where–

(a) any notice that is required to be published as mentioned in sub-paragraph (d) of that paragraph is published for a part, but not all, of the period mentioned in that sub-paragraph; and

(b) the failure to publish that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.

(2F) In so far as the articles of the company do not provide for notices and notifications to be served using electronic communications, the provisions of Table A (as for the time being in operation) as to such service shall apply.”.

(3) In paragraph (5), for the words “paragraph (1)” substitute “paragraphs (1) and (2B) to (2E)”.

(4) Insert the following paragraph after paragraph (5)–

“(6) In this article, “address” includes any number or address used for the purposes of electronic communications.”.

(1)

Article 387A was inserted by Article 51 of the Companies (No. 2) (Northern Ireland) Order 1990 and amended by Article 5(2) of the Deregulation (Northern Ireland) Order 1997, S.I. 1997/2984 (N.I. 22)