The Companies (Northern Ireland) Order 1986 (revoked)

[F1 Revision of defective accounts and reports]F19 N.I.

F1 1990 NI 5

F19 Order repealed (prosp.)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}

Voluntary revision of annual accounts or directors' report N.I.

253 .F2 —(1) If it appears to the directors of a company that any annual accounts [F3 or summary financial statement] of the company, or any directors' report[F4 or operating and financial review][F5 or directors' remuneration report], did not comply with the requirements of this Order[F3 (or, where applicable, of Article 4 of the IAS Regulation)], they may prepare revised accounts or a[F4 revised statement, report or review].

(2) Where copies of the previous accounts[F4 , report or review] have been laid before the company in general meeting or delivered to the registrar, the revisions shall be confined to—

(a) the correction of those respects in which the previous accounts[F4 , report or review] did not comply with the requirements of this Order[F3 (or, where applicable, of Article 4 of the IAS Regulation)], and

(b) the making of any necessary consequential alterations.

(3) The Department may make provision by regulations as to the application of the provisions of this Order in relation to revised annual accounts[F3 or a revised summary financial statement] or a revised directors' report[F4 or a revised operating and financial review][F5 or a revised directors' remuneration report].

(4) The regulations may, in particular—

(a) make different provision according to whether the previous accounts[F4 , statement, report or review] are replaced or are supplemented by a document indicating the corrections to be made;

(b) make provision with respect to the functions of the company's auditors[F6 or reporting accountant] in relation to the revised accounts[F4 , statement, report or review];

(c) require the directors to take such steps as may be specified in the regulations where the previous accounts[F4 , report or review] have been—

(i) sent out to members and others under Article 246(1),

(ii) laid before the company in general meeting, or

(iii) delivered to the registrar,

or where a summary financial statement[F4 containing information derived from the previous accounts, report or review] has been sent to members under Article 259;

(d) apply the provisions of this Order (including those creating criminal offences) subject to such additions, exceptions and modifications as are specified in the regulations.

F2 mod. SR 1994/133

F3 SR 2004/496

F4 SR 2005/61

F5 SR 2005/56

F6 SR 1995/128

Department's notice in respect of annual accounts N.I.

253A .F7 — [F8 (1) Where—

(a) copies of a company's annual accounts, directors' report or operating and financial review have been sent out under Article 246, or

(b) a copy of a company's annual accounts, directors' report or operating and financial review has been laid before the company in general meeting or delivered to the registrar,

and it appears to the Department that there is, or may be, a question whether the accounts, report or review comply with the requirements of this Order, it may give notice to the directors of the company indicating the respects in which it appears to the Department that such a question arises or may arise.]

(2) The notice shall specify a period of not less than one month for the directors to give the Department an explanation of the accounts[F8 , report or review or prepare revised accounts or a revised report or review].

(3) If at the end of the specified period, or such longer period as it may allow, it appears to the Department that[F8 the directors have not—

(a) given a satisfactory explanation of the accounts, report or review, or

(b) revised the accounts, report or review so as to comply with the requirements of this Order,

it may if it thinks fit apply to the court.]

[F8 (4) The provisions of this Article apply equally to revised annual accounts, revised directors' reports and revised operating and financial reviews, in which case they have effect as if the references to revised accounts, reports or reviews were references to further revised accounts, reports or reviews.]

F7 mod. SR 1994/133

F8 SR 2005/61

Application to court in respect of defective accounts N.I.

253B .F9 —(1) An application may be made to the court—

(a) by the Department, after having complied with Article 253A, or

(b) by a person authorised by the Department for the purposes of this Article,

for a declaration that the annual accounts of a company do not comply[F10 , or a directors' report or operating and financial review does not comply,] with the requirements of this Order[F11 (or, where applicable, of Article 4 of the IAS Regulation)] and for an order requiring the directors of the company to prepare revised accounts[F10 or revised report or review].

(2) Notice of the application, together with a general statement of the matters at issue in the proceedings, shall be given by the applicant to the registrar for registration.

(3) If the court orders the preparation of revised accounts, it may give directions with respect to—

(a) the auditing of the accounts,

(b) the revision of any directors' report[F12 , directors' remuneration report] or summary financial statement, and

(c) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous accounts,

and such other matters as the court thinks fit.

[F10 (3A) If the court orders the preparation of a revised directors' report or a revised operating and financial review it may give directions with respect to—

(a) the review of the directors' report or operating and financial review by the auditors,

(b) the revision of any directors' report, directors' remuneration report, operating and financial review or summary financial statement,

(c) the taking of steps by the directors to bring the making of the order to the notice of persons likely to rely on the previous report or review, and

(d) such other matters as the court thinks fit.]

(4) If the court finds that the accounts[F10 , report or review] did not comply with the requirements of this Order[F11 (or, where applicable, of Article 4 of the IAS Regulation)] it may order that all or part of—

(a) the costs of and incidental to the application, and

(b) any reasonable expenses incurred by the company in connection with or in consequence of the preparation of revised accounts[F10 or a revised report or review],

shall be borne by such of the directors as were party to the approval of the defective accounts[F10 , report or review].

For this purpose every director of the company at the time[F10 of the approval of the accounts, report or review] shall be taken to have been a party to[F10 the approval] unless he shows that he took all reasonable steps to prevent[F10 that approval].

(5) Where the court makes an order under paragraph (4) it shall have regard to whether the directors party to the approval of the defective accounts[F10 , report or review] knew or ought to have known that the accounts[F10 , report or review] did not comply with the requirements of this Order[F11 (or, where applicable, of Article 4 of the IAS Regulation)], and it may exclude one or more directors from the order or order the payment of different amounts by different directors.

(6) On the conclusion of proceedings on an application under this Article, the applicant shall give to the registrar for registration an office copy of the court order or, as the case may be, notice that the application has failed or been withdrawn.

[F10 (7) The provisions of this Article apply equally to revised annual accounts, revised directors' reports and revised operating and financial reviews, in which case they have effect as if the references to revised accounts, reports or reviews were references to further revised accounts, reports or reviews.]

F9 mod. SR 1994/133

F10 SR 2005/61

F11 SR 2004/496

F12 SR 2005/56

Other persons authorised to apply to court N.I.

253C .F13 —(1) The Department may authorise for the purposes of Article 253B any person appearing to it—

(a) to have an interest in, and to have satisfactory procedures directed to securing, compliance by companies with[F14 the requirements of this Order relating to accounts, directors' reports and operating and financial reviews][F15 (or, where applicable, of Article 4 of the IAS Regulation)],

(b) to have satisfactory procedures for receiving and investigating complaints about the[F14 companies' annual accounts, directors' reports and operating and financial reviews], and

(c) otherwise to be a fit and proper person to be authorised.

F16 (2) A person may be authorised generally or in respect of particular classes of case, and different persons may be authorised in respect of different classes of case.

(3) The Department may refuse to authorise a person if it considers that its authorisation is unnecessary having regard to the fact that there are one or more other persons who have been or are likely to be authorised.

(4) Authorisation shall be by order made subject to negative resolution.

F16 (5) Where authorisation is revoked, the revoking order may make such provision as the Department thinks fit with respect to pending proceedings.

F17 (6) Neither a person authorised under this Article, nor any officer, servant or member of the governing body of such a person, shall be liable in damages for anything done or purporting to be done for the purposes of or in connection with—

(a) the taking of steps to discover whether there are grounds for an application to the court,

(b) the determination whether or not to make such an application, or

(c) the publication of its reasons for any such decision,

unless the act or omission is shown to have been in bad faith.

F13 mod. SR 1994/133

F14 SR 2005/61

F15 SR 2004/496

F16 prosp. insertion by 2005 NI 17 (which amendment repealed (6.4.2008) by Companies Act 2006 (c. 46), s. 1295, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2)

F17 prosp. rep. by 2005 NI 17

Disclosure of information held by Inland Revenue to persons authorised to apply to court N.I.

253D—(1) Information which is held by or on behalf of the Commissioners of Inland Revenue may be disclosed to a person who is authorised under Article 253C, or under section 245C of the Companies Act 1985, if the disclosure—

(a) is made for a permitted purpose, and

(b) is made by the Commissioners or is authorised by them.

(2) Such information—

(a) may be so disclosed despite any other restriction on the disclosure of information whether imposed by any statutory provision or otherwise, but

(b) in the case of personal data (within the meaning of the Data Protection Act 1998), may not be disclosed in contravention of that Act.

(3) For the purposes of paragraph (1), a disclosure is made for a permitted purpose if it is made for the purpose of facilitating—

(a) the taking of steps by the authorised person to discover whether there are grounds for an application to the court under Article 253B or section 245B of the Companies Act 1985; or

(b) a determination by the authorised person as to whether or not to make such an application.

(4) The power of the Commissioners to authorise a disclosure under paragraph (1)(b) may be delegated (either generally or for a specified purpose) to an officer of the Board of Inland Revenue.

Restrictions on use and further disclosure of information disclosed under Article 253D N.I.

253E—(1) Information that is disclosed to an authorised person under Article 253D may not be used except in or in connection with—

(a) taking steps to discover whether there are grounds for an application to the court as mentioned in Article 253D(3)(a);

(b) determining whether or not to make such an application; or

(c) proceedings on any such application.

(2) Information that is disclosed to an authorised person under Article 253D may not be further disclosed except—

(a) to the person to whom the information relates; or

(b) in or in connection with proceedings on any such application to the court.

(3) A person who contravenes paragraph (1) or (2) is guilty of an offence and liable to imprisonment or a fine, or both.

(4) It is a defence for a person charged with an offence under paragraph (3) to prove— <

(a) that he did not know, and had no reason to suspect, that the information had been disclosed under Article 253D; or

(b) that he took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5) Articles 680 (restriction on prosecutions), 680A (liability of individuals for corporate default) and 680B (criminal proceedings against unincorporated bodies) apply to offences under this Article.

F18 prosp. insertion by 2005 NI 17 (which amendment repealed (6.4.2008) by Companies Act 2006 (c. 46), s. 1295, Sch. 16; S.I. 2007/3495, art. 8(a), Sch. 2 Pt. 2)