The Companies (Northern Ireland) Order 1986 (revoked)

“Connected persons”, etc.F3 N.I.

354.—(1) This Article has effect with respect to references in this Part to a person being “connected” with a director of a company, and to a director being “associated with” or “controlling” a body corporate.

(2) A person is connected with a director of a company if, but only if, he (not being himself a director of it) is—

(a) that director's spouse,[F1 civil partner,] child, step-child or adopted child; or

(b) except where the context otherwise requires, a body corporate with which the director is associated; or

(c) a person acting in his capacity as trustee of any trust the beneficiaries of which include—

(i) the director, his spouse[F1 or civil partner] or any children, step-children or adopted children of his, or

(ii) a body corporate with which he is associated,

or of a trust whose terms confer a power on the trustees that may be exercised for the benefit of the director, his spouse[F1 or civil partner], or any children, step-children or adopted children of his, or any such body corporate; or

(d) a person acting in his capacity as partner of that director or of any person who, by virtue of sub-paragraph (a), (b), or (c), is connected with that director; or

(e) a Scottish firm in which—

(i) that director is a partner,

(ii) a partner is a person who, by virtue of a sub-paragraph (a), (b), or (c), is connected with that director, or

(iii) a partner is a Scottish firm in which that director is a partner or in which there is a partner who, by virtue of sub-paragraph (a), (b) or (c), is connected with that director.

(3) In paragraph (2)—

(a) a reference to the child, step-child or adopted child of any person includes an illegitimate child of his, but does not include any person who has attained the age of 18; and

(b) sub-paragraph (c) does not apply to a person acting in his capacity as trustee under an employees' share scheme or a pension scheme.

(4) A director of a company is associated with a body corporate if, but only if, he and the persons connected with him, together—

(a) are interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least one-fifth of that share capital[F2 (excluding any shares in the company held as treasury shares)]; or

(b) are entitled to exercise or control the exercise of more than one-fifth of the voting power at any general meeting of that body[F2 (excluding any voting rights attached to any shares in the company held as treasury shares)].

(5) A director of a company is deemed to control a body corporate if, but only if—

(a) he or any person connected with him is interested in any part of the equity share capital of that body or is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body; and

(b) that director, the persons connected with him and the other directors of that company, together, are interested in more than one-half of that share capital[F2 (excluding any shares in the company held as treasury shares)] or are entitled to exercise or control the exercise of more than one-half of that voting power[F2 (excluding any voting rights attached to any shares in the company held as treasury shares)].

(6) For the purposes of paragraphs (4) and (5)—

(a) a body corporate with which a director is associated is not to be treated as connected with that director unless it is also connected with him by virtue of paragraph (2)(c) or (d); and

(b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is associated is not to be treated as connected with a director by reason only of that fact.

(7) The rule set out in Part I of Schedule 13 apply for the purposes of paragraphs (4) and (5).

(8) References in those paragraphs to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him; but this is without prejudice to other provisions of paragraphs (4) and (5).

F1 2004 c.33

F2 SR 2004/275

Modifications etc. (not altering text)

C1 Art. 354(2) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C2 Art. 354(3) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C3 Art. 354(4) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C4 Art. 354(5) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C5 Art. 354(6) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C6 Art. 354(7) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

C7 Art. 354(8) applied (with modifications) (1.7.2006) by Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24), s. 7E(3) (as inserted (1.7.2006) by Industrial and Provident Societies (Northern Ireland) Order 2006 (S.I. 2006/314 (N.I. 3)), arts. 1(3), 4; S.R. 2006/242, art. 2)

F3 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}