Companies (1990 No. 2 Order) (Commencement No. 4) Order (Northern Ireland) 1991

Transitional and saving provisions

4.—(1) Notwithstanding the commencement of Article 74 of the 1990 (No. 2) Order by this Order, the provisions of the old Chapter III shall continue in operation for the purposes of the transitional provisions made by this Article.

(2) A company which holds an annual general meeting on or after 1st October 1991 but before 1st January 1992 may make an annual return for 1991 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(3) A company which has held an annual general meeting for 1991 prior to 1st October 1991 but which is not by that date in default with respect to the delivery of its annual return for 1991 may also make an annual return for 1991 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(4) A company to which paragraph 2 of the Schedule to the Companies (1990 No. 2 Order) (Commencement No. 1) Order (Northern Ireland) 1991(1) applies (a company which elects under Article 374A of the 1986 Order(2) not to have an annual general meeting) which is not by 1st October 1991 in default with respect to the delivery of its annual return for 1991 may also make an annual return for 1991 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(5) A company able to make a return under paragraphs (2), (3) or (4) under the old Chapter III shall be deemed to have elected to do so upon the delivery of a return for 1991 in the form prescribed for the purposes of Articles 371 and 372 of the 1986 Order by Regulation 4 of, and Schedule 3 to, the Companies (Forms) Regulations (Northern Ireland) 1986(3), or upon the expiry of the time within which it would be required to deliver its first return under the new Chapter III in the absence of this Regulation.

(6) Where a company elects, or is treated as having elected under paragraph (5), to make a return in accordance with paragraphs (2), (3) or (4) then:

(a) in connection with that return, Articles 371(7), 372(4) and 373(3) of the old Chapter III shall, without prejudice to the generality of paragraph (1), continue to be applicable to defaults in complying with Articles 371, 372 and 373 respectively of that Chapter;

(b) a return made under the old Chapter III, as continued in operation by this Article, which complies with the formal and substantive provisions of that Chapter (including those in Article 373 requiring the return to be completed and forwarded to the registrar within a certain time) shall be treated for the purposes of Article 371 of the new Chapter III, as a return delivered in accordance with the new Chapter III, and

(c) in connection with that return, the amendment made by Article 74(4) of the 1990 (No. 2) Order to Schedule 1 to the Companies (Northern Ireland) Order 1989(4) shall be treated as not having been made.

(7) Nothing in the new Chapter III shall be construed as requiring a company to deliver an annual return for 1991 to the registrar under that Chapter if the company would, under Articles 371(3) or 372(2) of the old Chapter III, have been exempt from making an annual return for 1991.

(1)

S.R. 1991 No. 26 (C. 2)

(2)

Article 374A is inserted into the 1986 Order by Article 50(2) of the 1990 (No. 2) Order

(3)

S.R. 1986 No. 287

(4)

S.I. 1989/2404 (N.I. 18)