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

Status:

This is the original version (as it was originally made).

SCHEDULES

Article 41.

SCHEDULE 1CHARGES ON PROPERTY OF COMPANIES INCORPORATED OUTSIDE NORTHERN IRELAND

The following provisions are inserted in Part XXIII of the Companies Order—

CHAPTER IIIREGISTRATION OF CHARGES

Introductory provisions

652A.(1) The provisions of this Chapter have effect for securing the registration in Northern Ireland of charges on the property of a registered Part XXIII company.

(2) Article 402(2) and (3) (meaning of “charge” and “property”) have effect for the purposes of this Chapter.

(3) A “registered Part XXIII company” means a Part XXIII company which has duly delivered documents to the registrar under Article 641 and has not subsequently given notice to him under Article 646 that it has ceased to have an established place of business in Northern Ireland.

(4) References in this Chapter to registration, in relation to a charge, are to registration in the register kept by the registrar under this Chapter.

Charges requiring registration

652B.(1) The charges requiring registration under this Chapter are those which if created by a company registered in Northern Ireland would require registration under Part XIII.

(2) Whether a charge is one requiring registration under this Chapter shall be determined—

(a)in the case of a charge over property of a company at the date it delivers documents for registration under Article 641, as at that date,

(b)in the case of a charge created by a registered Part XXIII company, as at the date the charge is created, and

(c)in the case of a charge over property acquired by a registered Part XXIII company, as at the date of the acquisition.

(3) In the following provisions of this Chapter references to a charge are, unless the context otherwise requires, to a charge requiring registration under this Chapter.

Where a charge not otherwise requiring registration relates to property by virtue of which it requires to be registered and to other property, the references are to the charge so far as it relates to property of the former description.

The register

652C.(1) The registrar shall keep for each registered Part XXIII company a register, in such form as he thinks fit, of charges on property of the company.

(2) The register shall consist of a file containing with respect to each such charge the particulars and other information delivered to the registrar under or by virtue of the following provisions of this Chapter.

(3) Article 404(3) to (5) (registrar’s certificate as to date of delivery of particulars) applies in relation to the delivery of any particulars or other information under this Chapter.

Company’s duty to deliver particulars of charges for registration

652D.(1) If when a Part XXIII company delivers documents for registration under Article 641 any of its property is situated in Northern Ireland and subject to a charge, it is the company’s duty at the same time to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(2) Where a registered Part XXIII company—

(a)creates a charge on property situated in Northern Ireland, or

(b)acquires property which is situated in Northern Ireland and subject to a charge,

it is the company’s duty to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration within 21 days after the date of the charge’s creation or, as the case may be, the date of the acquisition.

This paragraph does not apply if the property subject to the charge is at the end of that period no longer situated in Northern Ireland.

(3) Where the preceding paragraphs do not apply and property of a registered Part XXIII company is for a continuous period of four months situated in Northern Ireland and subject to a charge, it is the company’s duty before the end of that period to deliver the prescribed particulars of the charge, in the prescribed form, to the registrar for registration.

(4) Particulars of a charge required to be delivered under paragraph (1), (2) or (3) may be delivered for registration by any person interested in the charge.

(5) If a company fails to comply with paragraph (1), (2) or (3), then, unless particulars of the charge have been delivered for registration by another person, the company and every officer of it who is in default is liable to a fine.

(6) Article 405(2), (4) and (5) (recovery of fees paid in connection with registration, filing of particulars in register and sending a copy of particulars filed and note as to date) apply in relation to particulars delivered under this Chapter.

Effect of failure to deliver particulars, late delivery and effect of errors and omissions

652E.(1) The following provisions of Part XIII—

(a)Article 406 (effect of failure to deliver particulars),

(b)Article 407 (late delivery of particulars), and

(c)Article 409 (effect of errors and omissions in particulars delivered),

apply, with the following modifications, in relation to a charge created by a registered Part XXIII company of which particulars are required to be delivered under this Chapter.

(2) Those provisions do not apply to a charge of which particulars are required to be delivered under Article 652D(1) (charges existing when company delivers documents under Article 641).

(3) In relation to a charge of which particulars are required to be delivered under Article 652D(3) (charges registrable by virtue of property being within Northern Ireland for requisite period), the references to the period of 21 days after the charge’s creation shall be construed as references to the period of four months referred to in that paragraph.

Delivery of further particulars or memorandum

652F.  Articles 408 and 410 (delivery of further particulars and memorandum of charge ceasing to affect company’s property) apply in relation to a charge of which particulars have been delivered under this Chapter.

Further provisions with respect to voidness of charges

652G.(1) The following provisions of Part XIII apply in relation to the voidness of a charge by virtue of this Chapter—

(a)Article 411 (exclusion of voidness as against unregistered charges),

(b)Article 412 (restrictions on cases in which charge is void),

(c)Article 413 (effect of exercise of power of sale), and

(d)Article 414 (effect of voidness on obligation secured).

(2) In relation to a charge of which particulars are required to be delivered under Article 652D(3) (charges registrable by virtue of property being within Northern Ireland for requisite period), the reference in Article 411 to the period of 21 days after the charge’s creation shall be construed as a reference to the period of four months referred to in that paragraph.

Additional information to be registered

652H.(1) Article 415 (particulars of taking up of issue of debentures) applies in relation to a charge of which particulars have been delivered under this Chapter.

(2) Article 416 (notice of appointment of receiver or manager) applies in relation to the appointment of a receiver or manager of property of a registered Part XXIII company.

(3) Regulations under Article 417 (notice of crystallisation of floating charge, &c.) may apply in relation to a charge of which particulars have been delivered under this Chapter; but subject to such exceptions, adaptations and modifications as may be specified in the regulations.

Copies of instruments and register to be kept by company

652I.(1) Articles 417A and 417B (copies of instruments and register to be kept by company) apply in relation to a registered Part XXIII company and any charge over property of the company situated in Northern Ireland.

(2) They apply to any charge, whether or not particulars are required to be delivered to the registrar.

(3) In relation to such a company the references to the company’s registered office shall be construed as references to its principal place of business in Northern Ireland.

Power to make further provision by regulations

652J.(1) The Department may by regulations make further provision as to the application of the provisions of this Chapter, or the provisions of Part XIII applied by this Chapter, in relation to charges of any description specified in the regulations.

(2) The regulations may apply any provisions of regulations made under Article 417C (power to make further provision with respect to application of Part XIII) or make any provision which may be made under that Article with respect to the application of provisions of Part XIII.

Provisions as to situation of property

652K.(1) The following provisions apply for determining for the purposes of this Chapter whether a vehicle which is the property of a Part XXIII company is situated in Northern Ireland—

(a)a ship or hovercraft shall be regarded as situated in Northern Ireland if, and only if, it is registered in Northern Ireland;

(b)any other description of vehicle shall be regarded as situated in Northern Ireland on a day if, and only if, at any time on that day the management of the vehicle is directed from a place of business of the company in Northern Ireland.

(2) For the purposes of this Chapter as it applies to a charge on future property, the subject-matter of the charge shall be treated as situated in Northern Ireland unless it relates exclusively to property of a kind which cannot, after being acquired or coming into existence, be situated in Northern Ireland.

Other supplementary provisions

652L.  The following provisions of Part XIII apply for the purposes of this Chapter—

(a)Article 417D (construction of references to date of creation of charge),

(b)Article 417E (prescribed particulars and related expressions),

(c)Article 417F (notice of matters disclosed on the register),

(d)Artidle 417G (power of court to dispense with signature),

(e)Article 417H (regulations), and

(f)Article 417I (minor definitions).

Index of defined expressions

652M.  The following Table shows the provisions of this Chapter and Part XIII defining or otherwise explaining expressions used in this Chapter (other than expressions used only in the same Article)—

chargeArticles 652A(2), 652B(3) and 402(2)
charge requiring registrationArticles 652B(1) and 403
creation of chargeArticles 652L(f) and 417I(2)
date of acquisition (of property by a company)Articles 652L(f) and 417I(3)
date of creation of chargeArticles 652L(a) and 417D
propertyArticles 652A(2) and 402(2)
registered Part XXIII companyArticle 652A(3)
registration in relation to a chargeArticle 652A(4)
situated in Northern Irelandin relation to vehiclesin relation to future propertyArticle 652K(1) Article 652K(2).

Article 43.

SCHEDULE 2AMENDMENTS CONSEQUENTIAL ON PART III

The Companies (Northern Ireland) Order 1986 (NI 6)

1.—(1) Schedule 23 (punishment of offences) is amended as follows.

(2) For the entries relating to Articles 406(3) to 416(3) (offences under Part XIII: registration of charges) substitute—

405(3)Company failing to deliver particulars of charge to registrar.1. On indictment. 2. Summary.A fine. The statutory maximum.
415(3)Company failing to deliver particulars of taking up of issue of debentures.Summary.One-fifth of the statutory maximum.
416(4)Failure to give notice to registrar of appointment of receiver or manager, or of his ceasing to act.Summary.One-fifth of the statutory maximum.
417(4)Failure to comply with requirements of regulations under Article 417.Summary.One-fifth of the statutory maximum.
417A(4)Failure to keep copies of charging instruments or register at registered office.1. On indictment. 2. Summary.A fine. The statutory maximum.
417B(4)Refusing inspection of charging instrument or register or failing to supply copies.Summary.One-fifth of the statutory maximum..

(3) After the entry relating to Article 652(1) insert—

652D(5)Part XXIII company failing to deliver particulars of charge to registrar.1. On indictment. 2. Summary.A fine. The statutory maximum..

The Companies (Northern Ireland) Order 1989 (NI 18)

2.  In Schedule 1 (matters relevant to determining unfitness of directors), in paragraph 4 (failure of company to comply with certain provisions), for sub-paragraph (h) substitute—

(h)Articles 405 and 652D (duty of company to deliver particulars of charges on its property)..

The Insolvency (Northern Ireland) Order 1989 (NI 19)

3.—(1) In Article 22(3) (restrictions on making administration order where administrative receiver has been appointed), in sub-paragraph (b) (exceptions) insert—

(i)be void against the administrator to any extent by virtue of the provisions of Part XIII of the Companies Order (registration of company charges),;

  • and renumber the existing heads as (ii) and (iii).

(2) In Article 55(5) (offence of failing to deliver documents relating to cessation of appointment of receiver) omit the words “and, for continued contravention, he shall be guilty of a continuing offence.”.

Article 62(4).

SCHEDULE 3“SUBSIDIARY” AND RELATED EXPRESSIONS: CONSEQUENTIAL AMENDMENTS AND SAVINGS

The Business Tenancies Act (Northern Ireland) 1964 (c. 36 (N.I.))

1.  In section 25(2) for the words from “the same meaning” to the end substitute “the meaning given by Article 4 of the Companies (Northern Ireland) Order 1986”.

The Transport Act (Northern Ireland) 1967 (c. 37 (N.I.))

2.  In section 81 in the definition of “subsidiary” for the words from “the same meaning” to the end substitute “the meaning given by Article 4 of the Companies (Northern Ireland) Order 1986”.

The Electricity Supply (Northern Ireland) Order 1972 (1972 NI 9)

3.  In Article 2(3) for the words from “the same meaning” to the end substitute “the meaning given by Article 4 of the Companies (Northern Ireland) Order 1986”.

The Industry Act 1972 (c. 63)

4.  In section 10(9) for the words from “or for the purposes” to the end substitute “or by Article 4 of the Companies (Northern Ireland) Order 1986”.

The Industry Act 1975 (c. 68)

5.  In section 37(1) in the definition of “wholly owned subsidiary” for “Article 4(5)(b)” substitute “Article 4”.

The Restrictive Trade Practices Act 1976 (c. 34)

6.—(1) This paragraph applies to agreements (within the meaning of the Restrictive Trade Practices Act 1976) made before the coming into operation of Article 62(1); and “registrable” means subject to registration under that Act.

(2) An agreement which was not registrable before the coming into operation of Article 62(1) shall not be treated as registrable afterwards by reason only of that provision having come into operation; and an agreement which was registrable before the coming into operation of that provision shall not cease to be registrable by reason of that provision coming into operation.

The Gas (Northern Ireland) Order 1977 (NI 7)

7.  In Article 6(7) for the words from “the same meaning” to the end substitute “the meaning given by Article 4 of the Companies (Northern Ireland) Order 1986”.

The Aircraft and Shipbuilding (Northern Ireland) Order 1979 (NI 1)

8.  References in Article 2(3) to Article 4 of the Companies (Northern Ireland) Order 1986 shall be construed as references to that Article as originally enacted.

The Crown Agents Act 1979 (c. 43)

9.  In section 31(1) in the definition of “wholly-owned subsidiary” for “Article 4(5)(b)” substitute “Article 4(2)”.

The Industrial Development (Northern Ireland) Order 1982 (NI 15)

10.—(1) In Article 15(1) for the definitions of “holding company” and “subsidiary” substitute—

  • “holding company” and “subsidiary” have the meanings given by Article 4 of the Companies (Northern Ireland) Order 1986;.

(2) In Article 31(3) for the words from “assigned” to the end substitute “given by Article 4(2) of the Companies (Northern Ireland) Order 1986”.

The Companies (Northern Ireland) Order 1986 (NI 6)

11.  For the purposes of Article 11 of the Companies Order (meaning of “employees' share scheme”), a company which immediately before the coming into operation of Article 62(1) was a subsidiary of another company shall not be treated as ceasing to be such a subsidiary by reason of that paragraph coming into operation.

12.—(1) The following provisions have effect with respect to the operation of Article 33 of the Companies Order (prohibition on subsidiary being a member of its holding company).

(2) In relation to times, circumstances and purposes before the coming into operation of Article 62(1), the references in Article 33 to a subsidiary or holding company shall be construed in accordance with Article 4 of the Companies Order as originally enacted.

(3) Where a body corporate becomes or ceases to be a subsidiary of a holding company by reason of Article 62(1) coming into operation, the prohibition in Article 33 of the Companies Order shall apply (in the absence of exempting circumstances), or cease to apply, accordingly.

13.—(1) Article 163 of the Companies Order (transactions excepted from prohibition on company giving financial assistance for acquisition of its own shares) is amended as follows.

(2) In paragraph (4)(bb) (employees' share schemes) for “a company connected with it” substitute “a company in the same group”.

(3) For paragraph (5) substitute—

(5) For the purposes of paragraph (4)(bb) a company is in the same group as another company if it is a holding company or subsidiary of that company, or a subsidiary of a holding company of that company..

14.  Article 301 of the Companies Order (age limit for directors) does not apply in relation to a director of a company if—

(a)he had attained the age of 70 before the coming into operation of Article 62(1), and

(b)the company became a subsidiary of a public company by reason only of the coming into operation of that paragraph.

15.  Nothing in Article 62(1) affects the operation of Part XIVA of the Companies Order (takeover offers) in relation to a takeover offer made before the coming into operation of that paragraph.

16.  For the purposes of Article 668 of the Companies Order (power to provide for employees on transfer or cessation of business), a company which immediately before the coming into operation of Article 62(1) was a subsidiary of another company shall not be treated as ceasing to be such a subsidiary by reason of that paragraph coming into operation.

17.  In Schedule 24 to the Companies Order “subsidiary” has the meaning given by Article 4 of that Order as originally enacted.

Article 65(6).

SCHEDULE 4COMPANY CONTRACTS, SEALS, &C.: FURTHER PROVISIONS

Execution of deeds abroad

1.  In Article 48 of the Companies Order (execution of deeds abroad) for paragraph (2) (effect of deed executed by attorney) substitute—

(2) A deed executed by such an attorney on behalf of the company has the same effect as if it were executed under the company’s common seal..

Official seal for use abroad

2.—(1) Article 49 of the Companies Order (power to have official seal for use abroad) is amended as follows.

(2) In paragraph (1), after “A company” insert “which has a common seal and” and for “the common seal of the company” substitute “its common seal”.

(3) For paragraph (2) (effect of sealing with official seal) substitute—

(2) The official seal when duly affixed to a document has the same effect as the company’s common seal..

Official seal for share certificates, &c.

3.—(1) Article 50 of the Companies Order (official seal for share certificates, &c.) is amended as follows.

(2) After “A company” insert “which has a common seal” and for “the company’s common seal” substitute “its common seal”.

(3) At the end add—

  • The official seal when duly affixed to a document has the same effect as the company’s common seal..

Authentication of documents

4.  In Article 51 of the Companies Order (authentication of documents), for the words from “may be signed” to the end substitute “is sufficiently authenticated by the signature of a director, secretary or other authorised officer of the company.”.

Share certificate as evidence of title

5.  In Article 196 of the Companies Order (certificate to be evidence of title) omit “or the seal kept by the company by virtue of Article 50”.

Share warrants to bearer

6.  For Article 198 of the Companies Order (issue and effect of share warrant to bearer) substitute—

Issue and effect of share warrant to bearer

198.(1) A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share warrant”) stating that the bearer of the warrant is entitled to the shares specified in it.

(2) A share warrant issued under the company’s common seal entitles the bearer to the shares specified in it; and the shares may be transferred by delivery of the warrant.

(3) A company which issues a share warrant may, if so authorised by its articles, provide (by coupons or otherwise) for the payment of the future dividends on the shares included in the warrant..

Identification of company on common seal

7.  In Article 358 of the Companies Order (identification of company on company seal), for paragraph (1) substitute—

(1) A company which has a common seal shall have its name engraved in legible characters on the seal; and if it fails to comply with this paragraph it is liable to a fine..

Article 78.

SCHEDULE 5MINOR AMENDMENTS OF THE COMPANIES ORDER

Index of defined expressions

1.  In Part I of the Companies Order (interpretation), after Article 2 insert—

Index of defined expressions.

2A.  The following Table shows provisions defining or otherwise explaining expressions for the purposes of this Order generally—

accounting reference date, accounting reference periodArticles 10(1) and 232
acquisition (in relation to a non-cash asset)Article 7(2)
the Act of 1960Article 2(3)
agentArticle 2(3)
allotment (and related expressions)Article 6
annual accountsArticles 10(1), 269(2) and 270(1)
annual general meetingArticle 374
annual returnArticle 371
articlesArticle 2(3)
authorised minimumArticle 128
balance sheet and balance sheet dateArticles 10(1), 269(2) and 270(1)
bank holidayArticle 2(3)
banking companyArticle 2(3)
body corporateArticle 8
books and papers, books or papersArticle 2(3)
called-up share capitalArticle 5(1)
capital redemption reserveArticle 180(1)
the Companies OrdersArticle 2(3)
companies charges registerArticle 404
companyArticle 3(1)
company limited by guaranteeArticle 12(2)
company limited by sharesArticle 12(2)
the Consequential Provisions OrderArticle 2(3)
corporationArticle 8
the court (in relation to a company)Article 2(3)
current assetsArticles 10(1) and 270(1)
debentureArticle 2(3)
the DepartmentArticle 2(3)
(irectorArticle 9(1)
documentArticle 2(3)
elective resolutionArticle 387A
employees' share schemeArticle 11
equity share capitalArticle 2(3)
existing companyArticle 3(1)
external branch registerArticle 370
extraordinary general meetingArticle 376
extraordinary resolutionArticle 386(1)
financial year (of a company)Articles 10(1) and 231
fixed assetsArticles 10(1) and 270(1)
former Companies ActsArticle 2(3)
hire-purchase agreementArticle 2(3)
holding companyArticle 4
the Insider Dealing OrderArticle 2(3)
the Insolvency OrderArticle 2A(1)
the Insolvency AccountArticle 2(3)
insurance companyArticle 2(3)
the Joint Stock Companies ActsArticle 2(3)
limited companyArticle 12(2)
member (of a company)Article 32
memorandum (in relation to a company)Article 2(3)
non-cash assetArticle 7(1)
number (in relation to shares)Article 2(3)
officer (in relation to a body corporate)Article 2(3)
the Order of 1978Article 2(3)
the Order of 1981Article 2(3)
the Order of 1982Article 2(3)
paid up (and related expressions)Article 6
parent company and parent undertakingArticles 10(1) and 266
Part XXIII companyArticle 2(3)
place of businessArticle 2(3)
prescribedArticle 2(3)
private companyArticle 12(3)
proft and loss accountArticles 10(1), 269(2) and 270(2)
prospectusArticle 2(3)
public companyArticle 12(3)
realised profits or lossesArticles 10(2) and 270(3)
registered number (of a company)Article 654(1)
registered office (of a company)Article 295
registrarArticle 2(3)
resolution for reducing share capitalArticle 145(3)
shadow directorArticle 9(2) and (3)
shareArticle 2(3)
share premium accountArticle 140(1)
share warrantArticle 198
special notice (in relation to a resolution)Article 387
special resolutionArticle 386(2)
statutory provisionArticle 2(3)
subsidiaryArticle 4
subsidiary undertakingArticles 10(1) and 266
transfer (in relation to a non-cash asset)Article 7(2)
uncalled share capitalArticle 5(2)
undischarged bankruptArticle 2(3)
undistributable reservesArticle 272(3)
unlimited companyArticle 12(2)
unregistered companyArticle 667
wholly-owned subsidiaryArticle 4(2)..

Particulars to be given of directors and secretaries

2.—(1) Article 297 of the Companies Order (particulars of directors required to be entered in register) is amended as follows.

(2) In paragraph (1)(a) (particulars of individual directors)—

(a)in head (i) for “Christian name and surname” and in head (ii) for “Christian name or surname” substitute “name”, and

(b)for head (vii) substitute—

(vii)the date of his birth;.

(3) In paragraph (1)(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4) For paragraph (2) substitute—

(2) In paragraph (1)(a)—

(a)“name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage..

3.—(1) Article 298 of the Companies Order (particulars of secretaries to be entered in register) is amended as follows.

(2) In paragraph (1)(a) (particulars of individuals) for “Christian name and surname” and “Christian name or surname” substitute “name”.

(3) For paragraph (3) substitute—

(3) Article 297(2)(a) and (b) apply for the purposes of the obligation under paragraph (1)(a) of this Article to state the name or former name of an individual..

4.—(1) Article 313 of the Companies Order (directors' names on company correspondence, &c.) is amended as follows.

(2) In paragraph (1) for the words from “the Christian name” onwards substitute “the name of every director of the company”.

(3) For paragraph (4) substitute—

(4) For the purposes of the obligation under paragraph (1) to state the name of every director of the company, a person’s “name” means—

(a)in the case of an individual, his Christian name (or other forename) and surname; and

(b)in the case of a corporation or Scottish firm, its corporate or firm name.

(5) The initial or a recognised abbreviation of a person’s Christian name or other forename may be stated instead of the full Christian name or other forename.

(6) In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(7) In this Article “(irector” includes a shadow director and the reference in paragraph (3) to an “officer” shall be construed accordingly..

5.—(1) Article 635 of the Companies Order (documents to be delivered to registrar on registration of company not formed under companies legislation) is amended as follows.

(2) In paragraph (1) (particulars to be delivered to registrar), for sub-paragraph (b) (particulars of directors) substitute—

(b)a list showing with respect to each director or manager of the company—

(i)in the case of an individual, his name, address, occupation and date of birth,

(ii)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office,.

(3) After that paragraph insert—

(1A) For the purposes of paragraph (1)(b)(i) a person’s “name” means his Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them..

6.  In Article 641 of the Companies Order (documents to be delivered to registrar on registration of Part XXIII company), for paragraph (2) (particulars of directors and secretary) substitute—

(2) The list referred to in paragraph (1)(b)(i) shall contain the following particulars with respect to each director—

(a)in the case of an individual—

(i)his name,

(ii)any former name,

(iii)his usual residential address,

(iv)his nationality,

(v)his business occupation (if any),

(vi)if he has no business occupation but holds other directorships, particulars of them, and

(vii)his date of birth;

(b)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

(3) The list referred to in paragraph (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)—

(a)in the case of an individual, his name, any former name and his usual residential address;

(b)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

  • Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by sub-paragraph (a).

(4) In paragraphs (2)(a) and (3)(a)—

(a)“name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage..

7.—(1) Schedule 1 to the Companies Order (particulars of directors and secretaries to be sent to registrar) is amended as follows.

(2) In paragraph 1(a) (particulars of individual directors)

(a)for “Christian name and surname” and “Christian name or surname” substitute “name”; and

(b)for the words from “and, where” to the end substitute “and his date of birth”.

(3) In paragraph 1(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4) In paragraph 3(1)(a) (particulars of individual secretaries) for “Christian name and surname” and “Christian name or surname” substitute “name”.

(5) For paragraph 4 substitute—

4.  In paragraphs 1(a) and 3(1)(a)—

(a)  “name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them; and

(b)  the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage..

Transactions with directors not requiring authorisation

8.  In Article 329 of the Companies Order (exceptions from provisions requiring authorisation for substantial property transactions with directors, &c.), after paragraph (3) insert—

(4) Article 328(1) does not apply to a transaction on a recognised investment exchange which is effected by a director, or a person connected with him, through the agency of a person who in relation to the transaction acts as an independent broker.

  • For this purpose an “independent broker” means—

    (a)

    in relation to a transaction on behalf of a director, a person who independently of the director selects the person with whom the transaction is to be effected, and

    (b)

    in relation to a transaction on behalf of a person connected with a director, a person who independently of that person or the director selects the person with whom the transaction is to be effected;

    and “recognised”, in relation to an investment exchange, means recognised under the Financial Services Act 1986..

Time limit for holding extraordinary general meeting convened on members' requisition

9.  In Article 376 of the Companies Order (extraordinary general meeting on members' requisition), after paragraph (7) add—

(8) The directors are deemed not to have duly convened a meeting if they convene a meeting for a date more than 28 days after the date of the notice convening the meeting..

Removal of restriction on transfer of shares

10.—(1) In Article 449(3) of the Companies Order (removal of restrictions by order of court), in paragraph (b) (order where shares to be sold)—

(a)for “sold” substitute “transferred for valuable consideration”, and

(b)for “sale” substitute “transfer”.

(2) In Article 447(2) and (3) (which refer to Article 449(3)(b)) for “sell” and “sale” substitute “transfer”.

Protection of company’s members against unfair prejudice

11.  In Part XVIII of the Companies Order (protection of company’s members against unfair prejudice)—

(a)in Article 452(1) (application by company member), and

(b)in Article 453(1)(b) (application by Department),

for “unfairly prejudicial to the interests of some part of the members” substitute “unfairly prejudicial to the interests of its members generally or of some part of its members”.

Requirements for registration by joint stock companies

12.  In Article 633(1) of the Companies Order (requirements for registration by joint stock companies: documents to be delivered to registrar), in paragraph (b) (list of members on specified day) for “(not more than 6 clear days before the day of registration)” substitute “(not more than 28 clear days before the day of registration)”.

Companies' registered numbers

13.  For Article 654 of the Companies Order (companies' registered numbers) substitute—

Companies' registered numbers

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) In this Article “company” includes—

(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)..

Exemptions from limit of 20 on members of partnership

14.—(1) Article 665 of the Companies Order (prohibition of formation of company, association or partnership with more than 20 members unless registered as company, &c.) is amended as follows.

(2) In paragraph (2) (exemptions), after sub-paragraph (c) insert—

(d)for any purpose prescribed by regulations (which may include a purpose mentioned above), of a partnership of a description so prescribed.;

and omit the words inserted by paragraph 37 of Schedule 16 to the Financial Services Act 1986.

(3) For paragraph (3) substitute—

(3) In paragraph (2)(c) “recognised stock exchange” means—

(a)The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b)any other stock exchange for the time being recognised for the purposes of this Article by the Department by order..

15.—(1) Article 666 of the Companies Order (limited partnerships: limit on number of members) is amended as follows.

(2) In paragraph (1) (exemptions from limit of 20 members under section 4(2) of the Limited Partnerships Act 1907(1), after sub-paragraph (c) insert—

(d)to a partnership carrying on business of any description prescribed by regulations (which may include a business of any description mentioned above), of a partnership of a description so prescribed.;

and omit the words inserted by paragraph 37 of Schedule 16 to the Financial Services Act 1986.

(3) For paragraph (2) substitute—

(2) In paragraph (1)(c) “recognised stock exchange” means—

(a)The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b)any other stock exchange for the time being recognised for the purposes of this Article by the Department by order..

Meaning of “officer who is in default”

16.  In Article 678 of the Companies Order (punishment of offences), in paragraph (5) (meaning of “officer who is in default”), after “company” (twice) insert “or other body”.

Fraudulent trading by unregistered companies

17.  In Schedule 21 to the Companies Order (provisions applying to unregistered companies), at the appropriate place insert—

Part XVIIFraudulent trading by a company..

Article 113.

SCHEDULE 6REPEALS

Chapter or NumberShort TitleExtent of repeal
1986 NI 6.The Companies (Northern Ireland) Order 1986.Article 2(2). In Article 2(3) the definitions of “annual return”, “authorised minimum”, “company limited by guarantee”, “company limited by shares”, “contributory”, “expert”, “joint stock company”, “the Official Assignee”, “a resolution for reducing share capital”, “undistributable reserves” and “unlimited company”. In Article 2A(2) the words “433, 442(1)(a) and (d)”.Article 170(3). In Article 179(5), the words from “, during business hours” to “for inspection)”. In Article 185(5)(b), the words from “during business hours” to “period”. In Article 196 the words “or the seal kept by the company by virtue of Article 50”. In Article 200—  (a) in paragraph (1), the words from “(but” to “for inspection)”; (b) in paragraph (3), sub-paragraphs (a) and (b).Article 209. In Article 210(1), the words “(except where Article 209(3) applies)”.Article 217(1)(h). In Article 227(1), the words from “during” to “for inspection)”. In Article 296(3), the words from “during” to “for inspection)”. In Article 326(7), the words from “during” to “for inspection)”. In Article 364—  (a) in paragraph (1), the words “during business hours”; (b) paragraphs (2) and (4). In Article 391—  (a) in paragraph (1), the words “during business hours”; (b) paragraph (2);   (c) in paragraph (3), the words from “at a charge” to the end. Article 428.Article 433. In Article 439(3) sub-paragraph (b) and the word “and” preceding it. Article 440(1). In Article 442(1)—  (a) the words “or 441”; (b) sub-paragraph (e). Article 445(1)(b). In Article 453(1), the words “(inspection of company’s books and papers)” and “under Article 433”. In Article 602(1), the words “at any time within 2 years of the date of the dissolution”. In Article 657(1)(b), the words “or other material”. Articles 661 and 664. In Article 665(2), the words following sub-paragraph (c). In Article 666(1), the words following sub-paragraph (c). In Schedule 4, paragraph 53(7). In Schedule 9, paragraph 16. In Schedule 13, in paragraph 24, the words from “during” to “for inspection)”.Schedule 15. In Schedule 21—  (a) the entry relating to Article 46; (b) in the entry relating to Articles 371 to 373, the words “(with Schedule 15)”. In Schedule 23 the entries relating to Articles 295(3), 372(4), 373(3), 392(6), 394(2), 397(9), 398(7), 399(4), 400(2) and 401.
1986 c. 60.The Financial Services Act 1986.Section 196(6). Section 198(3). In Schedule 16, paragraph 37.
1987 c. 41.The Criminal Justice (Scotland) Act 1987.Section 55(c). In section 72(4) the words “and section 55(c) extends to Northern Ireland only”.
1988 c. 1.The Income and Corporation Taxes Act 1988.Section 565(7)(b).
1988 c. 33.The Criminal Justice Act 1988.Section 145(c).
1988 c. 48.The Copyright, Designs and Patents Act 1988.In Schedule 7, paragraph 35.
1989 NI 18.The Companies (Northern Ireland) Order 1989.In Article 24 the words “and Article 374 (summary proceedings)”. In Schedule 4, paragraphs 9 and 11(b).
1989 NI 19.The Insolvency (Northern Ireland) Order 1989.In Article 55(5) the words “and, for continued contravention, he shall be guilty of a continuing offence”. In Schedule 7, the entry in column 5 relating to Article 55(5). In Schedule 9, paragraphs 15 and 19.
1990 NI 5.The Companies (Northern Ireland) Order 1990.In Schedule 10, paragraphs 15 and 17. In Part II of Schedule 15, the words from “In Schedule 22” to the end.

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