The Deregulation (Northern Ireland) Order 1997

Companies

5.—(1) The [1986 NI 6.] Companies (Northern Ireland) Order 1986 is amended as follows.

(2) In Article 387A (elective resolutions of private companies) after paragraph (2) (under which an elective resolution is not effective unless passed at a meeting of which at least 21 days' notice has been given) there shall be inserted—

“(2A) An elective resolution is effective notwithstanding the fact that less than 21 days' notice in writing of the meeting is given if all the members entitled to attend and vote at the meeting so agree.”.

(3) In Article 389A(5) (date of passing of a written resolution), the words from “unless” to the end shall cease to have effect.

(4) For Article 389B (under which a written resolution which concerns the auditors as auditors is not effective if the auditors give notice to the company that it should be considered at a general meeting) there shall be substituted—

“Duty to notify auditors of proposed written resolution

389B.— (1) If a director or secretary of a company—

(a) knows that it is proposed to seek agreement to a resolution in accordance with Article 389A, and

(b) knows the terms of the resolution,

he shall, if the company has auditors, secure that a copy of the resolution is sent to them, or that they are otherwise notified of its contents, at or before the time the resolution is supplied to a member for signature.

(2) A person who fails to comply with paragraph (1) is liable to a fine.

(3) In any proceedings for an offence under this Article it is a defence for the accused to prove—

(a) that the circumstances were such that it was not practicable for him to comply with paragraph (1), or

(b) that he believed on reasonable grounds that a copy of the resolution had been sent to the company’s auditors or that they had otherwise been informed of its contents.

(4) Nothing in this Article affects the validity of any resolution.”.

(5) At the end of Article 389(3(1) (under which the procedure for written resolutions under Articles 389A and 389B is expressed to have effect notwithstanding any provision of the company’s memorandum or articles) there shall be inserted “but do not prejudice any such power conferred by any such provision.”.

(6) In Article 398(2) (further provision with respect to the rights of auditors in relation to a proposed written resolution), sub-paragraphs (b) to (d) shall cease to have effect.

(7) In Schedule 23 (punishment of offences) there shall be inserted at the appropriate place—

“389B(2)

Director or secretary of company failing to notify auditors of proposed written resolution.

Summary.

Level 3 on the standard scale.”.

(8) Paragraphs (3), (4), (6) and (7) have effect in relation to written resolutions first proposed on or after the day on which this Order comes into operation.