The Companies (Northern Ireland) Order 1986 (revoked)

PART XXIVF37 N.I. THE REGISTRAR OF COMPANIES, HIS FUNCTIONS AND OFFICE

F37 Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}

Registration office and registrar N.I.

653 .F1 —(1) For the purposes of the registration of companies under the Companies Orders, the Department shall continue to maintain and administer an office of the Department in Northern Ireland at such place as the Department thinks fit.

(2) The Department may for those purposes appoint an officer as registrar of companies and one or more than one officer as assistant registrar of companies.

(3) The Department may direct a seal or seals to be prepared for the authentication of documents required for or in connection with the registration of companies.

[F2 (4) Paragraph (5) applies where by virtue of Article 11(1) of the Deregulation and Contracting Out (Northern Ireland) Order 1996 a person is authorised by the registrar to accept delivery of any class of documents which are under any provision of the Companies Orders to be delivered to the registrar.

(5) If—

(a) the registrar directs that documents of that class shall be delivered to a specified address of the authorised person; and

(b) the direction is printed and made available to the public (with or without payment),

any document of that class which is delivered to an address other than the specified address shall be treated for the purposes of those Orders as not having been delivered.]

F1 mod. by SR 2004/307

F2 1996 NI 11

Companies' registered numbers N.I.

654.—(1) The registrar shall allocate to every company a number, which shall be known as the company's registered number.

(2) Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine.

(3) The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary.

(4) A change of a company's registered number has effect from the date on which the company is notified by the registrar of the change; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of Article 359(1)(a) as to the use of the company's registered number on business letters and order forms is satisfied by the use of either the old number or the new.

(5 )F3  In this Article “company” includes—

[F4 (za) any Part XXIII company which has complied with paragraph 1 of Schedule 20A other than a company which appears to the registrar not to have a branch in Northern Ireland;]

(a) any Part XXIII company which has complied with Article 641 (delivery of statutes to registrar, &c.), other than a company which appears to the registrar not to have a place of business in Northern Ireland, and

(b) any body to which any provision of this Order applies by virtue of Article 667 (unregistered companies).

F3 mod. by SR 2004/307

F4 SR 1993/198

Registration of branches of Part XXIII companies N.I.

654A.—(1) For each company to which Article 640A applies the registrar shall keep, in such form as he thinks fit, a register of the branches registered by the company under paragraph 1 of Schedule 20A.

(2) The registrar shall allocate to every branch registered by him under this Article a number, which shall be known as the branch's registered number.

(3) Branches' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine.

(4) The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary.

(5) A change of a branch's registered number has effect from the date on which the company is notified by the registrar of the change; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of Article 643(3) as to the use of the branch's registered number on business letters and order forms is satisfied by the use of either the old number or the new.

(6) Where a Part XXIII company to which Article 640A applies files particulars, in any circumstances permitted by this Order, by:

(a) adopting particulars already filed in respect of another branch; or

(b) including in one document particulars which are to relate to two or more branches,

the registrar shall ensure that the particulars concerned become part of the registered particulars of each branch concerned.

[F5 Delivery to the registar of documents in legible form N.I.

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 )F6 state in a prominent position the registered number of the company to which it relates,[F7 and, if the document is delivered under Article 645A, 652O or 652P or Schedule 20A or 20D, the registered number of the branch 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[F8 656B]) 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.]

F5 Art. 655 substituted by 1990 NI 10, art. 59(1)

F6 mod. by SR 2004/307

F7 SR 1993/198

F8 SR 2003/3

Art. 656 rep. by SR 2003/3

[F9 The keeping of company records by the registrar N.I.

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 )F10  In paragraph (3) “company” includes a company provisionally or completely registered under the Joint Stock Companies Act 1844.]

F9 1990 NI 10

F10 mod. by SR 2004/307

Delivery to the registrar using electronic communications N.I.

656B.—(1) Electronic communications may be used for the delivery of any document to the registrar under any provision of the Companies Orders (including delivery of a document in the prescribed form), provided that such delivery is in such form and manner as is directed by the registrar.

(2) Where the document is required under any provision of the Companies Orders to be signed or sealed, it shall instead be authenticated in such manner as is directed by the registrar.

(3) The document must contain in a prominent position—

(a )F11 the name and registered number of the company to which it relates, or

(b )F11 if the document is delivered under Part XXIII, the registered number of the branch or place of business of the company to which it relates.

(4) If a document is delivered to the registrar which does not comply with the requirements imposed by or under 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.

(5) 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.

(6) In this Article references to the delivery of a document include references to the forwarding, lodging, registering, sending or submission of a document and to the giving of a notice.

F11 mod. by SR 2004/307

Fees payable to registrar N.I.

657 .F12 —(1) The Department may by regulations require the payment to the registrar of such fees as may be specified in the regulations in respect of—

(a) the performance by the registrar of such functions under the Companies Orders as may be so specified, including the receipt by him of[F13 any document which under those Orders is required to be delivered to him];

(b) the inspection of documentsF13 . . . kept by him under those Orders.

(2) Regulations made under paragraph (1)(a) requiring the payment of a fee in respect of a matter for which no fee was previously payable or increasing a fee shall be subject to affirmative resolution.

(3) Fees paid to the registrar under the Companies Orders shall be[F14 paid into the Consolidated Fund].

(4) It is hereby declared that the registrar may charge a fee for any services provided by him otherwise than in pursuance of any obligation imposed on him by law.

F12 mod. by SR 2004/307

F13 1990 NI 10

F14 1993 NI 5

[F15 Inspection, &c. of records kept by the registrar N.I.

658 .F16 — (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.

[F17 F18 This is subject,in the case of proceedings to which Article 68 of the Police and Criminal Evidence (Northern Ireland) Order 1989 applies, to compliance with any applicable rules under paragraph (2) of that Article (which relates 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.]

F15 subst. by 1990 NI 10, art. 60(2)

F16 mod. by SR 2004/307

F17 1997 NI 22

F18 prosp. rep. by 1999 NI 8

F19 Certificate of incorporation N.I.

659 .F20   Any person may require a certificate of the incorporation of a company, signed by the registrar or authenticated by his official seal.

F19 subst. by 1990 NI 10, art. 60(2)

F20 mod. by SR 2004/307

F21 Provision and authentication by registrar of documents is non-legible form N.I.

659A .F22 —(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.

F21 1990 NI 10, art. 60(2)

F22 mod. by SR 2004/307

Public notice by registrar of receipt or issue of certain documents N.I.

660.—(1) The registrar shall cause to be published in the Belfast Gazette notice of the issue or receipt by him of documents of any of the following descriptions (stating in the notice the name of the company, the description of document and the date of issue of receipt)—

(a) any certificate of incorporation of a company,

(b )F23 any document making or evidencing an alteration in a company's memorandum or articles,

(c) any notification of a change among the directors of a company,

(d )F23 any copy of a resolution of a public company which gives, varies, revokes or renews an authority for the purposes of Article 90 (allotment of relevant securities),

(e )F23 any copy of a special resolution of a public company passed under Article 105(1), (2) or (3) (disapplication of pre-emption rights),

(f )F23 any report under Article 113 or 114 as to the value of a non-cash asset,

(g )F23 any statutory declaration[F24 or statement] delivered under Article 127 (public company share capital requirements),

(h )F23 any notification (given under Article 132) of the redemption of shares,

(j )F23 any statement or notice delivered by a public company under Article 138 (registration of particulars of special rights),

(k) any documents delivered by a company under[F25 Article 250(1) (accounts and reports)],

(l )F23 a copy of any resolution or agreement to which Article 388 applies and which—

(i) states the rights attached to any shares in a public company, other than shares which are in all respects uniform (for the purposes of Article 138) with shares previously allotted, or

(ii) varies rights attached to any shares in a public company, or

(iii) assigns a name or other designation, or a new name or designation, to any class of shares in a public company,

(m )F23 any return of allotments of a public company,

(n) any notice of a change in the situation of a company's registered office,

(p) any copy of a winding-up order in respect of a company,

(q) any order for the dissolution of a company on a winding up,

(r) any return by a liquidator of the final meeting of a company on a winding up.

[F26 (s )F23 any copy of a draft of the terms of a scheme delivered to the registrar under paragraph 2(1) of Schedule[F27 15B],

(t )F23 any copy of an order under Article 418(2) or Article 420 in respect of a compromise or arrangement to which Article 420A(1) applies.]

[F28 (u )F23 any return delivered under paragraph 1, 7 or 8 of Schedule 20A (branch registration),

(v )F23 any document delivered under paragraph 1 or 8 of that Schedule,

(w )F23 any notice under Article 645A of the closure of a branch,

(x )F23 any document delivered under Schedule 20C (accounts and reports of foreign credit and financial institutions),

(y )F23 any document delivered under Schedule 20D (accounts and reports of Part XXIII companies subject to branch registration, other than credit and financial institutions),

(z )F23 any return delivered under Article 652O (particulars of winding up of Part XXIII companies subject to branch registration).]

(2) In Article 52 “official notification” means—

(a) in relation to anything stated in a document of any of those descriptions, the notification of that document in the Belfast Gazette under this Article, and

(b) in relation to the appointment of a liquidator in a voluntary winding up, the notification of it in the Belfast Gazette under[F29 Article 95 of the Insolvency Order].

F23 mod. by SR 2004/307

F24 SR 2003/3

F25 1990 NI 5

F26 SR 1987/442

F27 1990 NI 10

F28 SR 1993/198

F29 1989 NI 19

Art. 661 rep. by 1990 NI 10

Enforcement of company's duty to make returns N.I.

662.—(1 )F30  If a company, having made default in complying with any provision of the Companies Orders which requires it to[F31 deliver a document to the registrar], or to give notice to him of any matter, fails to make good the default within 14 days after the service of a notice on the company requiring it to do so, the court may, on an application made to it by any member or creditor of the company or by the registrar, make an order directing the company and any officer of it to make good the default within such time as may be specified in the order.

(2 )F30  The court's order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of it responsible for the default.

(3 )F30  Nothing in this Article prejudices the operation of any statutory provision imposing penalties on a company or its officers in respect of any such default as is mentioned in paragraph (1).

F30 mod. by SR 2004/307

F31 1990 NI 10

Modifications etc. (not altering text)

C1 Art. 662 applied (temp.) (15.12.2007) by Companies (Cross-Border Mergers) Regulations 2007 (S.I. 2007/2974), reg. 4, Sch. 1 para. 2

Registrar's index of company and corporate names N.I.

663 .F32 —(1) The registrar shall keep an index of the names of the following bodies—

(a) companies as defined by this Order,

[F33 (aa) companies incorporated outside the United Kingdon and Gibraltar which have complied with paragraph 1 of Schedule 20A and which do not appear to the registrar not to have a branch in Northern Ireland,]

(b) companies incorporated outside Northern Ireland which have complied with Article 641 and which do not appear to the registrar not to have a place of business in Northern Ireland,

(c) incorporated and unincorporated bodies to which any provision of this Order applies by virtue of Article 667 (unregistered companies),

(d) limited partnerships registered under the [1907 c. 24] Limited Partnerships Act 1907,

[F34 (da) limited liability partnerships incorporated under the Limited Liability Partnerships Act (Northern Ireland) 2002,]

(e) companies within the meaning of the [1985 c. 6] Companies Act 1985,

(f) companies incorporated outside Great Britain which have complied with section 691 of the Companies Act 1985 (which corresponds with Article 641 of this Order) and which do not appear to the registrar not to have a place of business in Great Britain, and

(g) societies registered under the [1969 c. 24 (N.I.)] Industrial and Provident Societies Act (Northern Ireland) 1969 or the [1965 c. 12] Industrial and Provident Societies Act 1965.

(2) The Department may by order subject to negative resolution vary paragraph (1) by the addition or deletion of any class of body, except any within paragraph (1)(a) or (b) whether incorporated or unincorporated.

F32 mod. by SR 2004/307

F33 SR 1993/198

F34 2002 c. 12 (NI)

Art. 664 rep. by 1990 NI 10

[F35 Interpretation N.I.

664A .F36 — (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.]

F35 Art. 664A inserted by 1990 NI 10, art. 61

F36 mod. by SR 2004/307