The Companies (No. 2) (Northern Ireland) Order 1990

Article 78.

SCHEDULE 5 MINOR AMENDMENTS OF THE COMPANIES ORDER

Index of defined expressions

1.  In Part I of the Companies Order (interpretation), after Article 2 insert—

“Index of defined expressions.

2A.   The following Table shows provisions defining or otherwise explaining expressions for the purposes of this Order generally—

accounting reference date, accounting reference period	Articles 10(1) and 232
acquisition (in relation to a non-cash asset)	Article 7(2)
the Act of 1960	Article 2(3)
agent	Article 2(3)
allotment (and related expressions)	Article 6
annual accounts	Articles 10(1), 269(2) and 270(1)
annual general meeting	Article 374
annual return	Article 371
articles	Article 2(3)
authorised minimum	Article 128
balance sheet and balance sheet date	Articles 10(1), 269(2) and 270(1)
bank holiday	Article 2(3)
banking company	Article 2(3)
body corporate	Article 8
books and papers, books or papers	Article 2(3)
called-up share capital	Article 5(1)
capital redemption reserve	Article 180(1)
the Companies Orders	Article 2(3)
companies charges register	Article 404
company	Article 3(1)
company limited by guarantee	Article 12(2)
company limited by shares	Article 12(2)
the Consequential Provisions Order	Article 2(3)
corporation	Article 8
the court (in relation to a company)	Article 2(3)
current assets	Articles 10(1) and 270(1)
debenture	Article 2(3)
the Department	Article 2(3)
(irector	Article 9(1)
document	Article 2(3)
elective resolution	Article 387A
employees' share scheme	Article 11
equity share capital	Article 2(3)
existing company	Article 3(1)
external branch register	Article 370
extraordinary general meeting	Article 376
extraordinary resolution	Article 386(1)
financial year (of a company)	Articles 10(1) and 231
fixed assets	Articles 10(1) and 270(1)
former Companies Acts	Article 2(3)
hire-purchase agreement	Article 2(3)
holding company	Article 4
the Insider Dealing Order	Article 2(3)
the Insolvency Order	Article 2A(1)
the Insolvency Account	Article 2(3)
insurance company	Article 2(3)
the Joint Stock Companies Acts	Article 2(3)
limited company	Article 12(2)
member (of a company)	Article 32
memorandum (in relation to a company)	Article 2(3)
non-cash asset	Article 7(1)
number (in relation to shares)	Article 2(3)
officer (in relation to a body corporate)	Article 2(3)
the Order of 1978	Article 2(3)
the Order of 1981	Article 2(3)
the Order of 1982	Article 2(3)
paid up (and related expressions)	Article 6
parent company and parent undertaking	Articles 10(1) and 266
Part XXIII company	Article 2(3)
place of business	Article 2(3)
prescribed	Article 2(3)
private company	Article 12(3)
proft and loss account	Articles 10(1), 269(2) and 270(2)
prospectus	Article 2(3)
public company	Article 12(3)
realised profits or losses	Articles 10(2) and 270(3)
registered number (of a company)	Article 654(1)
registered office (of a company)	Article 295
registrar	Article 2(3)
resolution for reducing share capital	Article 145(3)
shadow director	Article 9(2) and (3)
share	Article 2(3)
share premium account	Article 140(1)
share warrant	Article 198
special notice (in relation to a resolution)	Article 387
special resolution	Article 386(2)
statutory provision	Article 2(3)
subsidiary	Article 4
subsidiary undertaking	Articles 10(1) and 266
transfer (in relation to a non-cash asset)	Article 7(2)
uncalled share capital	Article 5(2)
undischarged bankrupt	Article 2(3)
undistributable reserves	Article 272(3)
unlimited company	Article 12(2)
unregistered company	Article 667
wholly-owned subsidiary	Article 4(2).”.

Particulars to be given of directors and secretaries

2.—(1) Article 297 of the Companies Order (particulars of directors required to be entered in register) is amended as follows.

(2) In paragraph (1)(a) (particulars of individual directors)—

(a) in head (i) for “Christian name and surname” and in head (ii) for “Christian name or surname” substitute “name”, and

(b) for head (vii) substitute—

“(vii) the date of his birth;”.

(3) In paragraph (1)(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4) For paragraph (2) substitute—

“(2) In paragraph (1)(a)—

(a) “name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b) the reference to a former name does not include—

(i) in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii) in the case of a married woman, the name by which she was known previous to the marriage.”.

3.—(1) Article 298 of the Companies Order (particulars of secretaries to be entered in register) is amended as follows.

(2) In paragraph (1)(a) (particulars of individuals) for “Christian name and surname” and “Christian name or surname” substitute “name”.

(3) For paragraph (3) substitute—

“(3) Article 297(2)(a) and (b) apply for the purposes of the obligation under paragraph (1)(a) of this Article to state the name or former name of an individual.”.

4.—(1) Article 313 of the Companies Order (directors' names on company correspondence, &c.) is amended as follows.

(2) In paragraph (1) for the words from “the Christian name” onwards substitute “the name of every director of the company”.

(3) For paragraph (4) substitute—

“(4) For the purposes of the obligation under paragraph (1) to state the name of every director of the company, a person’s “name” means—

(a) in the case of an individual, his Christian name (or other forename) and surname; and

(b) in the case of a corporation or Scottish firm, its corporate or firm name.

(5) The initial or a recognised abbreviation of a person’s Christian name or other forename may be stated instead of the full Christian name or other forename.

(6) In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(7) In this Article “(irector” includes a shadow director and the reference in paragraph (3) to an “officer” shall be construed accordingly.”.

5.—(1) Article 635 of the Companies Order (documents to be delivered to registrar on registration of company not formed under companies legislation) is amended as follows.

(2) In paragraph (1) (particulars to be delivered to registrar), for sub-paragraph (b) (particulars of directors) substitute—

“(b) a list showing with respect to each director or manager of the company—

(i) in the case of an individual, his name, address, occupation and date of birth,

(ii) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office,”.

(3) After that paragraph insert—

“(1A) For the purposes of paragraph (1)(b)(i) a person’s “name” means his Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.”.

6.  In Article 641 of the Companies Order (documents to be delivered to registrar on registration of Part XXIII company), for paragraph (2) (particulars of directors and secretary) substitute—

“(2) The list referred to in paragraph (1)(b)(i) shall contain the following particulars with respect to each director—

(a) in the case of an individual—

(i) his name,

(ii) any former name,

(iii) his usual residential address,

(iv) his nationality,

(v) his business occupation (if any),

(vi) if he has no business occupation but holds other directorships, particulars of them, and

(vii) his date of birth;

(b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

(3) The list referred to in paragraph (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)—

(a) in the case of an individual, his name, any former name and his usual residential address;

(b) in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

• Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by sub-paragraph (a).

(4) In paragraphs (2)(a) and (3)(a)—

(a) “name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b) the reference to a former name does not include—

(i) in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii) in the case of a married woman, the name by which she was known previous to the marriage.”.

7.—(1) Schedule 1 to the Companies Order (particulars of directors and secretaries to be sent to registrar) is amended as follows.

(2) In paragraph 1(a) (particulars of individual directors)

(a) for “Christian name and surname” and “Christian name or surname” substitute “name”; and

(b) for the words from “and, where” to the end substitute “and his date of birth”.

(3) In paragraph 1(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4) In paragraph 3(1)(a) (particulars of individual secretaries) for “Christian name and surname” and “Christian name or surname” substitute “name”.

(5) For paragraph 4 substitute—

“4.   In paragraphs 1(a) and 3(1)(a)—

(a)   “name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them; and

(b)   the reference to a former name does not include—

(i) in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii) in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii) in the case of a married woman, the name by which she was known previous to the marriage.”.

Transactions with directors not requiring authorisation

8.  In Article 329 of the Companies Order (exceptions from provisions requiring authorisation for substantial property transactions with directors, &c.), after paragraph (3) insert—

“(4) Article 328(1) does not apply to a transaction on a recognised investment exchange which is effected by a director, or a person connected with him, through the agency of a person who in relation to the transaction acts as an independent broker.

• For this purpose an “independent broker” means—

  (a)

  in relation to a transaction on behalf of a director, a person who independently of the director selects the person with whom the transaction is to be effected, and

  (b)

  in relation to a transaction on behalf of a person connected with a director, a person who independently of that person or the director selects the person with whom the transaction is to be effected;

  and “recognised”, in relation to an investment exchange, means recognised under the Financial Services Act 1986.”.

Time limit for holding extraordinary general meeting convened on members' requisition

9.  In Article 376 of the Companies Order (extraordinary general meeting on members' requisition), after paragraph (7) add—

“(8) The directors are deemed not to have duly convened a meeting if they convene a meeting for a date more than 28 days after the date of the notice convening the meeting.”.

Removal of restriction on transfer of shares

10.—(1) In Article 449(3) of the Companies Order (removal of restrictions by order of court), in paragraph (b) (order where shares to be sold)—

(a) for “sold” substitute “transferred for valuable consideration”, and

(b) for “sale” substitute “transfer”.

(2) In Article 447(2) and (3) (which refer to Article 449(3)(b)) for “sell” and “sale” substitute “transfer”.

Protection of company’s members against unfair prejudice

11.  In Part XVIII of the Companies Order (protection of company’s members against unfair prejudice)—

(a) in Article 452(1) (application by company member), and

(b) in Article 453(1)(b) (application by Department),

for “unfairly prejudicial to the interests of some part of the members” substitute “unfairly prejudicial to the interests of its members generally or of some part of its members”.

Requirements for registration by joint stock companies

12.  In Article 633(1) of the Companies Order (requirements for registration by joint stock companies: documents to be delivered to registrar), in paragraph (b) (list of members on specified day) for “(not more than 6 clear days before the day of registration)” substitute “(not more than 28 clear days before the day of registration)”.

Companies' registered numbers

13.  For Article 654 of the Companies Order (companies' registered numbers) substitute—

“Companies' registered numbers

654.— (1) The registrar shall allocate to every company a number, which shall be known as the company’s registered number.

(2) Companies' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine.

(3) The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary.

(4) A change of a company’s registered number has effect from the date on which the company is notified by the registrar of the change; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of Article 359(1)(a) as to the use of the company’s registered number on business letters and order forms is satisfied by the use of either the old number or the new.

(5) In this Article “company” includes—

(a) any Part XXIII company which has complied with Article 641 (delivery of statutes to registrar, &c.), other than a company which appears to the registrar not to have a place of business in Northern Ireland, and

(b) any body to which any provision of this Order applies by virtue of Article 667 (unregistered companies).”.

Exemptions from limit of 20 on members of partnership

14.—(1) Article 665 of the Companies Order (prohibition of formation of company, association or partnership with more than 20 members unless registered as company, &c.) is amended as follows.

(2) In paragraph (2) (exemptions), after sub-paragraph (c) insert—

“(d) for any purpose prescribed by regulations (which may include a purpose mentioned above), of a partnership of a description so prescribed.”;

and omit the words inserted by paragraph 37 of Schedule 16 to the Financial Services Act 1986.

(3) For paragraph (3) substitute—

“(3) In paragraph (2)(c) “recognised stock exchange” means—

(a) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b) any other stock exchange for the time being recognised for the purposes of this Article by the Department by order.”.

15.—(1) Article 666 of the Companies Order (limited partnerships: limit on number of members) is amended as follows.

(2) In paragraph (1) (exemptions from limit of 20 members under section 4(2) of the Limited Partnerships Act 1907(1), after sub-paragraph (c) insert—

“(d) to a partnership carrying on business of any description prescribed by regulations (which may include a business of any description mentioned above), of a partnership of a description so prescribed.”;

and omit the words inserted by paragraph 37 of Schedule 16 to the Financial Services Act 1986.

(3) For paragraph (2) substitute—

“(2) In paragraph (1)(c) “recognised stock exchange” means—

(a) The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b) any other stock exchange for the time being recognised for the purposes of this Article by the Department by order.”.

Meaning of “officer who is in default”

16.  In Article 678 of the Companies Order (punishment of offences), in paragraph (5) (meaning of “officer who is in default”), after “company” (twice) insert “or other body”.

Fraudulent trading by unregistered companies

17.  In Schedule 21 to the Companies Order (provisions applying to unregistered companies), at the appropriate place insert—

“Part XVII

Fraudulent trading by a company.

−”.

(1)

1987 c. 22