The Companies (Northern Ireland) Order 1986 (revoked)

General interpretationF9 N.I.

2.—(1) The [1954 c.33 (N.I.)] Interpretation Act (Northern Ireland) 1954 applies to Article 1 and the following provisions of this Order as it applies to a Measure of the Northern Ireland Assembly.

Para. (2) rep. by 1990 NI 10

(3 )F1  In this Order—

• “the Act of 1960” means the [1960 c.22 (N.I.)] Companies Act (Northern Ireland) 1960;

• “agent” does not include a person's counsel acting as such;

• F2 “annual return” means the return to be made by a company under Article 371 or 372 (as the case may be);

• “articles” and “articles of association” mean, in relation to a company, its articles of association, as originally framed or as altered by resolution, including (so far as applicable to the company) regulations contained in or annexed to any statutory provision relating to companies passed or made before this Order, as altered by or under any such statutory provision;

• Definition rep. by 1990 NI 5

• F2 “authorised minimum” has the meaning given by Article 128;

• “bank holiday” means a day which is a bank holiday in Northern Ireland under the [1971 c.80] Banking and Financial Dealings Act 1971;

• Definition rep. by SI 2001/3649

• “books and papers” and “books or papers” include accounts, deeds, writings and documents;

• [F3 “communication” means the same as in the Electronic Communications Act (Northern Ireland) 2001;]

• “the Companies Orders” means this Order, the[F4 insider dealing legislation] and the consequential Provisions Order;

• F2 “company limited by guarantee” and “company limited by shares” have the meaning assigned to them respectively by Article 12(2);

• “the Consequential Provisions Order” means the [1986 NI 9] Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986;

• F2 “contributory” has the meaning assigned to it by Article 473;

• “the court,” in relation to a company, means the court having jurisdiction to wind up the company;

• “debenture” includes debenture stock, bonds and any other securities of a company, whether constituting a charge on the assets of the company or not;

• “the Department” means the Department of Economic Development;

• “document” includes summons, notice, order and other legal process, and registers;

• [F5 “EEA State” has the meaning given by Schedule 1 to the Interpretation Act 1978;]

• [F3 “electronic communication” means the same as in the Electronic Communications Act (Northern Ireland) 2001;]

• “equity share capital” means, in relation to a company, its issued share capital excluding any part of that capital which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in distribution;

• F2 “expert” has the meaning given by Article 72;

• “former Companies Acts” means the [1862 c.89] Joint Stock Companies Acts, the [1908 c.69] Companies Act 1862, the Companies (Consolidation) Act 1908, the [1932 c.7 (N.I.)] Companies Act (Northern Ireland) 1932 and the Companies Acts (Northern Ireland) 1960 to 1983;

• “hire purchase agreement” has the same meaning as in the [1974 c.39] Consumer Credit Act 1974;

• [F4 “the insider dealing legislation” means Part V of the Criminal Justice Act 1993 (insider dealing);]

• [F6 “insurance market activity” has the meaning given in section 316(3) of the Financial Services and Markets Act 2000;]

• “the Insolvency Account” means the account kept by the Department under[F7 Article 358 of the Insolvency Order];

• Definition rep. by SI 2001/3649

• F2 “joint stock company” has the meaning given by Article 632;

• “the Joint Stock Companies Acts” means the [1856 c.47] Joint Stock Companies Act 1856, the [20 & 21 VICT. c.14] Joint Stock Banking Companies Act 1856, 1857, the [1857 c.49] Joint Stock Banking Companies Act 1857 and the Act to enable Joint Stock Banking Companies to be formed on the principle [1858 c.91] of limited liability, or any one or more of those Acts (as the case may require), but does not include the [1844 c. 110] Joint Stock Companies Act 1844;

• “memorandum”, in relation to a company, means its memorandum of association, as originally framed or as altered in pursuance of any statutory provision;

• “number”, in relation to shares, includes amount, where the context admits of the reference to shares being construed to include stock;

• “officer” in relation to a body corporate, includes a director or secretary;

• F2 “the Official Assignee” means the officer appointed under Article 488 and, for the purposes of this Order, includes an Assistant Official Assignee;

• “the Order of 1978” means the [1978 NI 12] Companies (Northern Ireland) Order 1978;

• “the Order of 1981” means the [1981 NI 19] Companies (Northern Ireland) Order 1981;

• “the Order of 1982” means the [1982 NI 17] Companies (Northern Ireland) Order 1982;

• “the Order of 1983” means the [1983 NI 12] Companies (Beneficial Interests) (Northern Ireland) Order 1983;

• “Part XXIII company” has the meaning given by Article 640;

• “place of business” includes a share transfer or share registration office;

• “prescribed” meansF7 . . . , prescribed by regulations made under Article 681;

• “prospectus” means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares in or debentures of a company;

• [F8 “prospectus issued generally” means a prospectus issued to persons who are not existing members of the company or holders of its debentures;]

• Definition rep. by 1987 c. 22

• Definition rep. by 1986 c. 60

• [F6 regulated activity has the meaning given in section 22 of the Financial Services and Markets Act 2000;]

• “the registrar” means the registrar of companies appointed under Article 653, and, for the purposes of this Order, includes an assistant registrar;

• F2 “a resolution for reducing share capital” has the meaning assigned to it by Article 145(3);

• Definition rep. by 1989 NI 19

• “share” means share in the share capital of a company and includes stock (except where a distinction between shares and stock is express or implied);

• “statutory provision” has the meaning assigned to it by section 1(f) of the [1954 c.33 (N.I.)] Interpretation Act (Northern Ireland) 1954;

• “undischarged bankrupt” includes—

  (a)

  a bankrupt who has not obtained the certificate of conformity mentioned in section 56 of the [1872 c.58] Bankruptcy (Ireland) Amendment Act 1872;

  (b)

  a bankrupt who has not been discharged from his bankruptcy by an absolute order of discharge under Article 28 or 30 of the [1980 NI 4] Bankruptcy Amendment (Northern Ireland) Order 1980 [F7 or Article 254 of the Insolvency Order], or by virtue of the expiration of the period or the satisfaction of any requirement specified in a suspended or conditional order of discharge under[F7 any] of those Articles, or by virtue of Article 29(2) or (4) (automatic discharge) of that Order[F7 of 1980 or of Article 253 (duration of discharge) of the Insolvency Order];

  (c)

  a person who is an undischarged bankrupt under the law of England or Scotland;

• F2 “undistributable reserves” has the meaning given by Article 272;

• F2 “unlimited company” has the meaning assigned to it by Article 12(2)(c).

(4) For the purposes of section 42 of the [1973 c.36] Northern Ireland Constitution Act 1973 (validity of Acts of Parliament of Northern Ireland), provisions of this Order which re-enact provisions of an Act of the Parliament of Northern Ireland are deemed to be provisions of such an Act.

F1 mod. by SR 2004/307

F2 prosp. repeal by 1990 NI 10

F3 SR 2003/3

F4 1993 c.36

F5 Words in art. 2(3) substituted (9.3.2007) by The Companies (EEA State) Regulations 2007 (S.I. 2007/732), regs. 1(2), 4

F6 SI 2001/3649

F7 1989 NI 19

F8 Art 2: definition of "prospectus issued generally" repealed (29.4.1988 for certain purposes, otherwise prosp.) by Financial Services Act 1986 (c. 60), s. 212(3), Sch. 17 Pt. II; S.I. 1988/740, art. 2, Sch. (N.B. 1986 c. 60 repealed (1.12.2001) by S.I. 2001/3649, arts. 1, 3(1)(c) (with art. 292))

F9 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}