- Latest available (Revised)
- Point in Time (01/01/2006)
- Original (As made)
Version Superseded: 31/03/2006
Point in time view as at 01/01/2006.
There are currently no known outstanding effects for the The Companies (Northern Ireland) Order 1986 (revoked),
CHAPTER III.
Revised legislation carried on this site may not be fully up to date. At the current time any known changes or effects made by subsequent legislation have been applied to the text of the legislation you are viewing by the editorial team. Please see ‘Frequently Asked Questions’ for details regarding the timescales for which new effects are identified and recorded on this site.
F32Order repealed (prosp.)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}
264 .F3—(1) In this Part “accounting standards” means statements of standard accounting practice issued by such body or bodies as may be prescribed.
(2) References in this Part to accounting standards applicable to a company's annual accounts are to such standards as are, in accordance with their terms, relevant to the company's circumstances and to the accounts.
F4(3) The Department may make grants to or for the purposes of bodies concerned with—
(a)issuing accounting standards,
(b)overseeing and directing the issuing of such standards, or
(c)investigating departures from such standards or from the accounting requirements of this Order and taking steps to secure compliance with them.
(4) Regulations under this Article may contain such transitional provisions as appear to the Department to be appropriate.
F3mod. SR 1994/133
F4prosp. rep. by 2005 NI 17
265 .F5—(1) The Department may by regulations modify the provisions of this Part.
(2) Regulations which—
(a)add to the classes of documents required to be prepared, laid before the company in general meeting or delivered to the registrar,
(b)restrict the classes of company which have the benefit of any exemption, exception or special provision,
(c)require additional matter to be included in a document of any class, or
(d)otherwise render the requirements of this Part more onerous,
shall not be made unless a draft of the regulations has been laid before and approved by a resolution of the Assembly.
(3) Regulations under this Article may—
(a)repeal and re‐enact provisions with modifications of form or arrangement, whether or not they are modified in substance,
(b)make consequential amendments or repeals in other provisions of this Order, or in other statutory provisions;
(c)contain such transitional provisions as the Department thinks fit.
(4) Any modification by regulations under this Article of Article 266 or Schedule 10A (parent and subsidiary undertakings) does not apply for the purposes of statutory provisions outside the Companies Orders unless the regulations so provide.F6
F5mod. SR 1994/133
F6prosp. 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)
266 .F7—F8(1) The expressions “parent undertaking” and “subsidiary undertaking” in this Part shall be construed as follows; and a “parent company” means a parent undertaking which is a company.
(2) An undertaking is a parent undertaking in relation to another undertaking, a subsidiary undertaking, if—
(a)it holds a majority of the voting rights in the undertaking, or
(b)it is a member of the undertaking and has the right to appoint or remove a majority of its board of directors, or
(c)it has the right to exercise a dominant influence over the undertaking—
(i)by virtue of provisions contained in the undertaking's memorandum or articles, or
(ii)by virtue of a control contract, or
(d)it is a member of the undertaking and controls alone, pursuant to an agreement with other shareholders or members, a majority of the voting rights in the undertaking.
(3) For the purposes of paragraph (2) an undertaking shall be treated as a member of another undertaking—
(a)if any of its subsidiary undertakings is a member of that undertaking, or
(b)if any shares in that other undertaking are held by a person acting on behalf of the undertaking or any of its subsidiary undertakings.
(4) An undertaking is also a parent undertaking in relation to another undertaking, a subsidiary undertaking, ifF9. . .
[F9(a)it has the power to exercise, or actually exercises, dominant influence or control over it, or]
(b)it and the subsidiary undertaking are managed on a unified basis.
(5) A parent undertaking shall be treated as the parent undertaking of undertakings in relation to which any of its subsidiary undertakings are, or are to be treated as, parent undertakings; and references to its subsidiary undertakings shall be construed accordingly.
(6) Schedule 10A contains provisions explaining expressions used in this Article and otherwise supplementing this Article.
267 .F11—(1) In this Part “undertaking” means—
(a)a body corporate or partnership, or
(b)an unincorporated association carrying on a trade or business, with or without a view to profit.
(2) In this Part references to shares—
(a)in relation to an undertaking with a share capital, are to allotted shares;
(b)in relation to an undertaking with capital but no share capital, are to rights to share in the capital of the undertaking; and
(c)in relation to an undertaking without capital, are to interests—
(i)conferring any right to share in the profits or liability to contribute to the losses of the undertaking, or
(ii)giving rise to an obligation to contribute to the debts or expenses of the undertaking in the event of a winding up.
(3) Other expressions appropriate to companies shall be construed, in relation to an undertaking which is not a company, as references to the corresponding persons, officers, documents or organs, as the case may be, appropriate to undertakings of that description.
This is subject to provision in any specific context providing for the translation of such expressions.
(4) References in this Part to “fellow subsidiary undertakings” are to undertakings which are subsidiary undertakings of the same parent undertaking but are not parent undertakings or subsidiary undertakings of each other.
(5) In this Part “group undertaking”, in relation to an undertaking, means an undertaking which is—
(a)a parent undertaking or subsidiary undertaking of that undertaking, or
(b)a subsidiary undertaking of any parent undertaking of that undertaking.
F11mod. SR 1994/133
268 .F12—(1) In this Part a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long‐term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.
(2) A holding of 20 per cent. or more of the shares of an undertaking shall be presumed to be a participating interest unless the contrary is shown.
(3) The reference in paragraph (1) to an interest in shares includes—
(a)an interest which is convertible into an interest in shares, and
(b)an option to acquire shares or any such interest;
and an interest or option falls within sub‐paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.
(4) For the purposes of this Article an interest held on behalf of an undertaking shall be treated as held by it.
Para. (5) rep. by SR 2004/496
(6) In the balance sheet and profit and loss formats set out in Part I of Schedule 4,[F13 Part I of Schedule 8, Schedule 8A,][F14, Chapter I of Part I of Schedule 9 and Chapter I of Part I of Schedule 9A] “participating interest” does not include an interest in a group undertaking.
(7) For the purposes of this Article as it applies in relation to the expression “participating interest”
(a)in those formats as they apply in relation to group accounts, and
(b)in paragraph 20 of Schedule 4A (group accounts: undertakings to be accounted for as associated undertakings),
the references in paragraphs (1) to (4) to the interest held by, and the purposes and activities of, the undertaking concerned shall be construed as references to the interest held by, and the purposes and activities of, the group (within the meaning of paragraph 1 of that Schedule).
269 .F15—(1) Information required by this Part to be given in notes to a company's annual accounts may be contained in the accounts or in a separate document annexed to the accounts.
(2) References in this Part to a company's annual accounts, or to a balance sheet or profit and loss account, include notes to the accounts giving information which is required by any provision of this Order[F16 or international accounting standards], and required or allowed by any such provision to be given in a note to company accounts.
270 .F17—(1) In this Part—
[F18“address”, except in Article 236, in relation to electronic communications, includes any number or address used for the purposes of such communications;]
“annual accounts” means—
the individual accounts required by Article 234, and
any group accounts required by Article 235,
(but see also Article 238 (treatment of individual profit and loss account where group accounts prepared));
“annual report”, in relation to a company, means the directors' report required by Article 242;
“balance sheet date” means the date as at which the balance sheet was made up;
“capitalisation”, in relation to work or costs, means treating that work or those costs as a fixed asset;
[F19“Companies Order accounts” means Companies Order individual accounts or Companies Order group accounts;]
[F20“credit institution” means a credit institution as defined in article 1(1)(a) of Directive 2001/12/EC of the European Parliament and of the Council of 20th March 2000 relating to the taking up and pursuit of the business of credit institutions, that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credit for its own account;]
Definition rep. by SR 2004/263
“fixed assets” means assets of a company which are intended for use on a continuing basis in the company's activities, and “current assets” means assets not intended for such use;
“group” means a parent undertaking and its subsidiary undertakings;
[F19“IAS accounts” means IAS individual accounts or IAS group accounts;]
[F19“IAS Regulation” means EC Regulation No. 1606/2002 of the European Parliament and of the Council of 19th July 2002 on the application of international accounting standards;]
“included in the consolidation”, in relation to group accounts, or “included in consolidated group accounts”, means that the undertaking is included in the accounts by the method of full (and not proportional) consolidation, and references to an undertaking excluded from consolidation shall be construed accordingly;
[F19“international accounting standards” means the international accounting standards, within the meaning of the IAS Regulation, adopted from time to time by the European Commission in accordance with that Regulation;]
[F19“profit and loss account”, in relation to a company that prepares IAS accounts, includes an income statement or other equivalent financial statement required to be prepared by international accounting standards;]
“purchase price”, in relation to an asset of a company or any raw materials or consumables used in the production of such an asset, includes any consideration (whether in cash or otherwise) given by the company in respect of that asset or those materials or consumables, as the case may be;
“qualified”, in relation to an auditors' report, means that the report does not state the auditors' unqualified opinion that the accounts have been properly prepared in accordance with this Order or, in the case of an undertaking not required to prepare accounts in accordance with this Order, under any corresponding legislation under which it is required to prepare accounts;
[F21“quoted company” means a company whose equity share capital‐
has been included in the official list in accordance with the provisions of Part VI of the Financial Services and Markets Act 2000; or
is officially listed in an EEA State; or
is admitted to dealing on either the New York Stock Exchange or the exchange known as Nasdaq;
and in sub-paragraph (a) the official list shall have the meaning given it by section 103(1) of the Financial Services and Markets Act 2000;]
Definition rep. by SR 2004/496
“turnover”, in relation to a company, means the amounts derived from the provision of goods and services falling within the company's ordinary activities, after deduction of—
trade discounts,
value added tax, and
any other taxes based on the amounts so derived.
(2) In the case of an undertaking not trading for profit, any reference in this Part to a profit and loss account is to an income and expenditure account; and references to profit and loss and, in relation to group accounts, to a consolidated profit and loss account shall be construed accordingly.
[F19(2A) References in this Part to accounts giving a “true and fair view” are references—
(a)in the case of Companies Order individual accounts, to the requirement under Article 234A that such accounts give a true and fair view;
(b)in the case of Companies Order group accounts, to the requirement under Article 235A that such accounts give a true and fair view; and
(c)in the case of IAS accounts, to the requirement under international accounting standards that such accounts achieve a fair presentation.]
(3) References in this Part to “realised profits” and “realised losses”, in relation to a company's accounts, are to such profits or losses of the company as fall to be treated as realised in accordance with principles generally accepted, at the time when the accounts are prepared, with respect to the determination for accounting purposes of realised profits or losses.
This is without prejudice to—
the construction of any other expression (where appropriate) by reference to accepted accounting principles or practice, or
any specific provision for the treatment of profits or losses of any description as realised.
270A. The following Table shows the provisions of this Part defining or otherwise explaining expressions used in this Part (other than expressions used only in the same Article or paragraph)—
[F22accounting reference date and accounting reference period] | [F22Article 232] |
[F22accounting standards and applicable accounting standards] | [F22Article 264] |
[F23address] | [F23Article 270(1)] |
[F22annual accounts] | |
[F22(generally)] | [F22Article 270(1)] |
[F22(includes notes to the accounts)] | [F22Article 269(2)] |
[F22annual report] | [F22Article 270(1)] |
[F22associated undertaking (in Schedule 4A)] | [F22paragraph 20 of that Schedule] |
[F24auditable part (of a directors' remuneration report)] | [F24Article 243(5)] |
[F22balance sheet (includes notes)] | [F22Article 269(2)] |
[F22balance sheet date] | [F22Article 270(1)] |
[F25banking activities (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F22banking group] | [F25Article 263A(4)] |
[F25banking transcations (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F22capitalisation (in relation to work or costs)] | [F22Article 270(1)] |
[F26Companies Order accounts] | [F26Section 270(1)] |
[F26Companies Order group accounts] | [F26Articles 235(2) and 263A(6A)] |
[F26Companies Order individual accounts] | [F26Articles 234(2) and 263(4A)] |
[F22credit institution] | [F22Article 270(1)] |
[F22current assets] | [F22Article 270(1)] |
[F27directors' report] | [F27Article 242] |
F28. . . | F28. . . |
[F22fellow subsidiary undertaking] | [F22Article 267(4)] |
[F25financial fixed assets (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F22financial year] | [F22Article 231] |
[F22fixed assets] | [F22Article 270(1)] |
[F29general business (in Schedule 9)] | [F29paragraph 81 of Pt I of that Schedule] |
[F22group] | [F22Article 270(1)] |
[F26group accounts] | [F26Article 235(1)] |
[F27group directors' report] | [F27Article 242] |
[F27group operating and financial review] | [F27Article 242AA] |
[F22group undertaking] | [F22Article 267(5)] |
[F25historical cost accounting rules] | |
[F25— in Schedule 4] | [F25paragraph 29 of that Schedule] |
[F30— in Schedule 8] | [F30paragraph 29 of that Schedule] |
[F25— in Schedule 9] | [F25paragraph 39 of Part I of that Schedule] |
[F29— in Schedule 9A] | [F29paragraph 29(b) of Part I of that Schedule] |
[F26IAS accounts] | [F26Article 270(1)] |
[F26IAS group accounts] | [F26Article 235(2) and (3)] |
[F26IAS individual accounts] | [F26Article 234(2)] |
[F26IAS Regulation] | [F26Article 270(1)] |
[F22included in the consolidation and related expressions] | [F22Article 270(1)] |
[F22individual accounts] | [F22Article 234(1)] |
[F22insurance group] | [F25Article 263A(5)] |
[F26international accounting standards] | [F26Article 270(1)] |
[F22lease, long lease and short lease] | |
[F22 —in Schedule 4] | [F22paragraph 82 of that Schedule] |
[F25—in Schedule 9] | [F25paragraph 82 of Part I of that Schedule] |
[F22—in][F29 Schedule 9A] | [F29paragraph 81 of Part I that Schedule] |
[F22listed investment] | |
[F22—in Schedule 4] | [F22paragraph 83 of that Schedule] |
[F30—in Schedule 8] | [F30paragraph 54 of that Schedule] |
[F22—in][F29 Schedule 9A] | [F29paragraph 81 of Part I of that Schedule] |
[F25listed security (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F29long term business (in Schedule 9A)] | [F29paragraph 81 of Part I of that Schedule] |
[F29long term fund (in Schedule 9A)] | [F29paragraph 81 of Part I of that Schedule] |
[F22notes to the accounts] | [F22Article 269(1)] |
[F27operating and financial review] | [F27Article 242AA] |
[F22parent undertaking (and parent company)] | [F22Article 266 and Schedule 10A] |
[F22participating interest] | [F22Article 268] |
[F30pension costs] | |
[F30— in Schedule 4] | [F30paragraph 92(2) of that Schedule] |
[F30— in Schedule 8] | [F30paragraph 59(2) of that Schedule] |
[F30— in Schedule 9] | [F30paragraph 86(b) of Part I of that Schedule] |
[F30— in Schedule 9A] | [F30paragraph 85(b) of Part I of that Schedule] |
[F22period allowed for laying and delivering accounts and reports] | [F22Article 252] |
[F29policy holder (in Schedule 9A)] | [F29paragraph 81 of Part I of that Schedule] |
[F22profit and loss account] | |
[F22(includes notes)] | [F22Article 269(2)] |
[F26(in relation to IAS accounts)] | [F26Article 270(1)] |
[F22(in relation to a company not trading for profit)] | [F22Article 270(2)] |
[F22provision] | |
[F22—in Schedule 4] | [F22paragraphs 87 and 88 of that Schedule] |
[F30— in Schedule 8] | [F30paragraphs 57 and 58 of that Schedule] |
[F25—in Schedule 9] | [F25paragraph 85 of Part I of that Schedule] |
[F22—in][F29 Schedule 9A] | [F29paragraph 84 of Part I of that Schedule] |
[F22—in][F29 provision for unexpired risks (in Schedule 9A)] | [F29paragraph 81 of Part I of that Schedule] |
[F22purchase price] | [F22Article 270(1)] |
[F22qualified] | [F22Article 270(1)] |
[F24quoted company] | [F24Article 270(1)] |
[F22realised losses and realised profits] | [F22Article 270(3)] |
[F25repayable on demand (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F31reporting accountant] | [F31Article 257C(1)] |
[F22reserve (in[F25 Schedule 9A])] | [F22paragraph 32 of that Schedule] |
[F25sale and repurchase transaction (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F25sale and option to resell transaction (in Schedule 9)] | [F25paragraph 82 of Part I of that Schedule] |
[F22shares] | [F22Article 267(2)] |
[F25social security costs] | |
[F25— in Schedule 4] | [F25paragraph 92(1) and (3) of that Schedule] |
[F30— in Schedule 8] | [F30paragraphs 59(1) and (3) of that Schedule] |
[F25— in Schedule 9] | [F25paragraph 86(a) and (c) of Part I of that Schedule] |
[F29— in Schedule 9A] | [F29paragraph 85(a) and (c) of Part I of that Schedule] |
[F22special provisions for banking and insurance companies and groups] | [F22Articles 263 and 263A] |
[F22subsidiary undertaking] | [F22Article 266 and Schedule 10A] |
[F29the 1982 Act (in Schedule 9A)] | [F29paragraph 81 of Part I of that Schedule] |
[F26true and fair view] | [F26Article 270(2A)] |
[F22turnover] | [F22Article 270(1)] |
[F22undertaking and related expressions] | [F22Article 267(1) to (3).] |
The Whole Order you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Order you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Order without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Order without Schedules you have selected contains over 200 provisions and might take some time to download.
Would you like to continue?
The Whole Order you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Whole Order without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.
Would you like to continue?
Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.
Original (As Enacted or Made): The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.
Point in Time: This becomes available after navigating to view revised legislation as it stood at a certain point in time via Advanced Features > Show Timeline of Changes or via a point in time advanced search.
Geographical Extent: Indicates the geographical area that this provision applies to. For further information see ‘Frequently Asked Questions’.
Show Timeline of Changes: See how this legislation has or could change over time. Turning this feature on will show extra navigation options to go to these specific points in time. Return to the latest available version by using the controls above in the What Version box.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
This timeline shows the different points in time where a change occurred. The dates will coincide with the earliest date on which the change (e.g an insertion, a repeal or a substitution) that was applied came into force. The first date in the timeline will usually be the earliest date when the provision came into force. In some cases the first date is 01/02/1991 (or for Northern Ireland legislation 01/01/2006). This date is our basedate. No versions before this date are available. For further information see the Editorial Practice Guide and Glossary under Help.
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: