Companies (Northern Ireland) Order 1986 (Electronic Communications) Order (Northern Ireland) 2003

Explanatory Note

(This note is not part of the Order.)

This Order which is made under sections 1 and 2 of the Electronic Communications Act (Northern Ireland) 2001 modifies various provisions of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) (“the 1986 Order”) for the purpose of authorising or facilitating the use of electronic communications between companies and their members, debenture holders and auditors, and between companies and the registrar of companies.

2.  Articles 2 and 3 modify Articles 13 and 18 of the 1986 Order respectively (requirements with respect to memorandum and articles of association), to remove the requirement for attestation of the signatures of subscribers to the memorandum where the memorandum and articles are delivered to the registrar of companies electronically.

3.  Articles 4 to 9 and 20 to 23 modify the following provisions of the 1986 Order to provide in each case for the electronic delivery to the registrar of companies of a statement as an alternative to the delivery of a sworn statutory declaration in writing–

• Article 23 (duty of registrar on incorporation of a company)

• Article 40 (exemption from requirement of “limited” as part of company name)

• Articles 53 and 57 (re-registration of private company as public)

• Article 59 (re-registration of limited company as unlimited)

• Article 127 (public company share capital requirements)

• Article 411 (entries of satisfaction and release of charges)

• Article 634 (registration of joint stock company as public company)

• Article 635 (other requirements for registration under Chapter II of Part XXII)

• Article 641 (documents to be delivered to registrar by Part XXIII company establishing place of business in Northern Ireland).

• Penalties for making false statements under these provisions are inserted into Schedule 23 to the 1986 Order by Article 28(5), and consequential amendments to Articles 39 and 660 of the 1986 Order are made by Article 28(1) and (4).

4.  Article 10 modifies Article 246 of the 1986 Order (persons entitled to receive copies of accounts and reports) to enable copies of the annual accounts and reports to be sent electronically to those entitled to receive them. Either the accounts and reports can be sent directly to an electronic address (“address is defined for the purposes of Part VIII in Article 270 – see Article 14) supplied for the purpose by the recipient, or they can be published on a web site and the recipient notified of their availability in a manner agreed with him. In the latter case, the accounts and reports must be published on the web site for at least 21 days before the general meeting before which they are to be laid. Articles 12 and 29(2) and Schedule 2 make equivalent modifications to Article 259 of the 1986 Order and regulations thereunder concerning the sending of summary financial statements in place of the full accounts.

5.  Article 11 modifies Article 247 of the 1986 Order (right to demand copies of accounts and reports) to enable a company to meet a demand under that Article for a copy of the annual accounts and reports electronically.

6.  Article 13 modifies Article 261 of the 1986 Order (right of shareholder to require laying of accounts) to enable members or auditors exercising their powers under that Article to require the holding of a general meeting for the laying of accounts, to do so by communicating with an electronic address supplied by the company for that purpose. Article 15 makes equivalent modifications to Article 374A of the 1986 Order (right of member to require the holding of an annual general meeting).

7.  Article 16 modifies Article 377 of the 1986 Order (length of notice for calling meetings) to enable notices of company meetings to be sent electronically to those entitled to receive them. Either the notices can be sent directly to an electronic address supplied for the purpose by the recipient, or they can be published on a web site and the recipient notified of their availability in manner agreed with him. In the latter case, the notice must be published on the web site for at least the period for which notice of the meeting must be given under Article 377.

Furthermore, the notification given to the recipient that the notice is available on a web site must contain certain details of the meeting (see Article 377 (7)). Article 28(2) applies these provisions for the purpose of Article 398 (auditors' right to attend company meetings, etc), and Article 19 makes equivalent modifications to Article 387A concerning the giving of notice of a meeting at which an elective resolution is to be proposed.

8.  Articles 17 and 18 modify Articles 380 and 381 of the 1986 Order (proxies) to enable a member to appoint proxies electronically by communicating with an electronic address supplied by the company for the purpose.

9.  Article 24 inserts a new Article 656B into the 1986 Order replacing Article 656 (which is repealed by Article 28(3)) enabling the registrar of companies to direct that any document required to be delivered to him under the Companies Orders (as defined in Article 2 of the 1986 Order) and the Insolvency Order (Northern Ireland) 1989 (see Article 2A of the 1986 Order as amended by Article 28(3)) may be delivered electronically in form and manner directed by him.

10.  Articles 25 to 27 insert relevant definitions into the 1986 Order.

11.  Article 29(1) and Schedule 1 amend the articles of association prescribed in Table A to enable the electronic appointment of proxies and sending of notices. The guidance referred to in the amendment to regulation 115 of Table A (see paragraph 8 of Schedule 1) is “Electronic Communications with Shareholders: A Guide to Recommended Best Practice”, and copies of the guidance are obtainable from The Policy Unit, The Institute of Chartered Secretaries and Administrators, 16 Park Crescent, London, W1B 1AH.

12.  A Regulatory Impact Assessment of this Order is available from the Department of Enterprise, Trade and Investment, Corporate Regulation, 64 Chichester Street, Belfast, BT1 4JX. A copy has also been placed in the Assembly Library.