The Insolvency (Northern Ireland) Order 1989

General interpretation N.I.

2.—(1) The Interpretation Act (Northern Ireland) 1954F1 shall apply to Article 1 and the following provisions of this Order as it applies to a Measure of the Northern Ireland Assembly.

(2 )F2  In this Order—

• [F3 “the Bankruptcy Acts” means the Bankruptcy Acts (Northern Ireland) 1857 to 1980;]

• [F4 “body corporate” includes a body incorporated outside Northern Ireland, but does not include—

  (a)

  a corporation sole, or

  (b)

  a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;]

• “business” includes a trade or profession;

• [F5 “the Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006) as they have effect in Northern Ireland;]

• F6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “conditional sale agreement” and“hire‐purchase agreement” have the same meanings as in the Consumer Credit Act 1974F7 ;

• [F3 “corporate member” means an insolvent member which is a company;]

• “the Department” means the Department of Economic Development;

• [F8 “the EU Regulation” means Regulation (EU) 2015/848 of the European Parliament and of the Council;]

• [F9 “EEA State” means a state that is a Contracting Party to the Agreement on the European Economic Area signed at Oporto on 2^nd May 1992 as adjusted by the Protocol signed at Brussels on 17^th March 1993;]

• [F10 “employees' share scheme” means a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of—

  (a)

  the bona fide employees or former employees of—

  (i)

  the company,

  (ii)

  any subsidiary of the company, or

  (iii)

  the company's holding company or any subsidiary of the company's holding company, or

  (b)

  the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees;]

• [F11 “EU insolvency proceedings” means insolvency proceedings as defined in Article 2(4) of the EU Regulation]

• [F3 “individual member” means an insolvent member who is an individual;

• “insolvent member” means a member of an insolvent partnership, against whom an insolvency petition is being or has been presented;

• “insolvency order” means—

  (a)

  in the case of an insolvent partnership or a corporate member, a winding-up order; and

  (b)

  in the case of an individual member, a bankruptcy order;

• “insolvency petition” means—

  (a)

  in the case of a petition presented against a corporate member, a petition for its winding up by the High Court; and

  (b)

  in the case of a petition presented against an individual member, a petition to the Court for a bankruptcy order to be made against the individual,

  where the petition is presented in conjunction with a petition for the winding up of the partnership by the Court as an unregistered company under the Order;]

• “liability” means (subject to paragraph (4)) a liability to pay money or money's worth, including any liability under a statutory provision, any liability for breach of trust, any liability in contract, tort or bailment and any liability arising out of an obligation to make restitution;

• [F11 “member State liquidator” means a person falling within the definition of “insolvency practitioner” in Article 2(3) of the EU Regulation appointed in respect of corporate insolvency proceedings listed in Annex A to the EU Regulation;]

• “modifications” includes additions, alterations and omissions;

• F12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• “the official receiver” means, in relation to any bankruptcy[F13 , winding up [F14 , individual voluntary arrangement, debt relief order or application for such an order]], any officer of the Department who by virtue of Article 355 or 357 is authorised to act as the official receiver in relation to that bankruptcy[F13 , winding up [F14 , individual voluntary arrangement, debt relief order or application for such an order]];

• “prescribed”

  (a)

  in Articles 48(3), 95(1)F15 ... and in Part XII, means prescribed by regulations; and

  (b)

  except as provided in sub‐paragraph (a)[F16 in Article 150A(9)] and in paragraph 3 of Schedule 4, means prescribed by rules;

• “property” includes money, goods, things in action, land and every description of property wherever situated and also obligations and every description of interest, whether present or future or vested or contingent, arising out of, or incidental to, property;

• “records” includes computer records and other non‐documentary records;

• “regulations” means regulations made by the Department subject (except in [F17 Part 1A, Article 148A(6),] [F18 Article 197C and] Article 359(5) F19 ... [F20 and paragraph 61A of Schedule B1]) to negative resolution;

• [F3 “responsible insolvency practitioner” means—

  (a)

  in winding up, the liquidator; and

  (b)

  in bankruptcy, the trustee,

  and in either case includes the official receiver when so acting.]

• “rules”, except in Article 350, means rules made under Article 359;

• “statutory provision” has the meaning assigned to it by section 1(f) of the Interpretation Act (Northern Ireland) 1954F21 ;

• “transaction” includes a gift, agreement or arrangement, and references to entering into a transaction shall be construed accordingly.

[F22 (2A) The following expressions have the same meaning in this Order as in the Companies Acts—

“articles”, in relation to a company (see section 18 of the Companies Act 2006);

“debenture” (see section 738 of that Act);

“holding company” (see sections 1159 and 1160 of, and Schedule 6 to, that Act);

“the Joint Stock Companies Acts” (see section 1171 of that Act);

“overseas company” (see section 1044 of that Act);

“paid up” (see section 583 of that Act);

“private company” and “public company” (see section 4 of that Act);

“share” (see section 540 of that Act);

“subsidiary” (see sections 1159 and 1160 of, and Schedule 6 to, that Act).]

[F23 (3) In determining for the purposes of any provision of this Order whether any liability in tort is a bankruptcy debt, the bankrupt is deemed to become subject to that liability by reason of an obligation incurred at the time when the cause of action accrued.

(3A) In determining for the purposes of any provision in this Order whether any liability in tort is a debt provable in the winding up of a company or where a company is in administration, that liability is provable if either—

(a) the cause of action has accrued—

(i) in the case of a winding up which was not immediately preceded by an administration, at the date on which the company went into liquidation;

(ii) in the case of a winding up which was immediately preceded by an administration, at the date on which the company entered administration;

(iii) in the case of an administration which was not immediately preceded by a winding up, at the date on which the company entered administration;

(iv) in the case of an administration which was immediately preceded by a winding up, at the date on which the company went into liquidation; or

(b) all the elements necessary to establish the cause of action exist at that date except for actionable damage.]

(4) For the purposes of references in any provision of this Order to a debt or liability, it is immaterial whether the debt or liability is present or future, whether it is certain or contingent or whether its amount is fixed or liquidated, or is capable of being ascertained by fixed criteria or as a matter of opinion; and references in any such provision to owing a debt are to be read accordingly.

(5) In this Order (except Article 355(1)) references to the official receiver include an officer of the Department appointed under Article 357(1) as deputy official receiver.

(6) For the purposes of any provision in this Order whereby an officer of a company who is in default shall be guilty of an offence,“officer who is in default” means an officer of the company who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the provision.

F1 1954 c. 33 (NI)

F2 mod. by SR 2004/307

F3 SR 1991/366

F4 Art. 2(2): definition of "body corporate" inserted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 106(2)(a) (with art. 10)

F5 Art. 2(2): definition of "the Companies Acts" inserted (1.10.2007) by Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), arts. 1(3)(a), 10(1), Sch. 4 para. 55 (with art. 12)

F6 Art. 2(2): definition of "the Companies Order" omitted (1.10.2009) by virtue of Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 106(2)(b) (with art. 10)

F7 1974 c. 39

F8 Words in art. 2(2) substituted (26.6.2017) by The Insolvency Amendment (EU 2015/848) Regulations 2017 (S.I. 2017/702), reg. 1, Sch. para. 96(2)(a) (with reg. 3)

F9 Art. 2(2): definition of "EEA State" inserted (18.10.2006) by Insolvency (Northern Ireland) Order 1989 (Amendment) Regulations (Northern Ireland) 2006 (S.R. 2006/370), reg. 3(2) (with reg. 4)

F10 Art. 2(2): definition of "employees' share scheme" inserted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 106(2)(c) (with art. 10)

F11 Words in art. 2(2) inserted (26.6.2017) by The Insolvency Amendment (EU 2015/848) Regulations 2017 (S.I. 2017/702), reg. 1, Sch. para. 96(2)(b) (with reg. 3)

F12 Art. 2(2): definition of "office copy" omitted (1.10.2009) by virtue of Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 106(2)(d) (with art. 10)

F13 Words in art. 2(2) in definition of "the official receiver" substituted (27.3.2006) by Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)), arts. 1(3), 25, Sch. 8 para. 2 (with art. 4); S.R. 2006/21, art. 2 (with S.R. 2006/22, arts. 2 - 7)

F14 Art. 2(2): words in definition of "official receiver" substituted (30.6.2011) by Debt Relief Act (Northern Ireland) 2010 (c. 16), ss. 6, 7(1), Sch. para. 4(2); S.R. 2011/13, art. 2

F15 Words in art. 2(2) repealed (1.4.2016) by Insolvency (Amendment) Act (Northern Ireland) 2016 (c. 2), s. 28(2), Sch. 4; S.R. 2016/203, art. 2

F16 Words in art. 2(2) in para. (b) of the definition of "prescribed" inserted (27.3.2006) by Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)), arts. 1(3), 7(2), (with art. 4); S.R. 2006/21, art. 2 (with S.R. 2006/22, arts. 2 - 7)

F17 Words in art. 2(2) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 7 para. 3(a) (with ss. 2(2), 5(2))

F18 Words in art. 2(2) inserted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), ss. 18(2), 49(1) (with ss. 2(2), 5(2), 18(4))

F19 Words in art. 2(2) omitted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 7 para. 3(b) (with ss. 2(2), 5(2))

F20 Words in art. 2(2) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), ss. 9(6), 49(1) (with ss. 2(2), 5(2))

F21 1954 c. 33 (NI)

F22 Art. 2(2A) inserted (1.10.2009) by Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), arts. 2(1), 8, Sch. 1 para. 106(3) (with art. 10)

F23 Art. 2(3)(3A) substituted for art. 2(3) (1.4.2016) by Insolvency (Amendment) Act (Northern Ireland) 2016 (c. 2), ss. 9(2), 28(2) (with Sch. 2 paras. 6-10); S.R. 2016/203, art. 2

Modifications etc. (not altering text)

C1 Art. 2 applied (with modifications) (06.06.2013) by The Collective Investment in Transferable Securities (Contractual Scheme) Regulations 2013 (S.I. 2013/1388), reg. 1, Sch. 2 Pt. 4 (with reg. 24)