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

Explanatory Note

(This note is not part of the Order.)

This Order brings into operation certain provisions of the Companies (No. 2) (Northern Ireland) Order 1990 (“the 1990 (No. 2) Order”).

Article 2 brings into operation Article 74 of and paragraphs 2 to 7 and 13 of Schedule 5 to the 1990 (No. 2) Order (together with Article 78 in so far as it relates to those paragraphs). Article 74 of the 1990 (No. 2) Order substitutes new provisions on a company’s annual return for the existing provisions contained in the Companies (Northern Ireland) Order 1986 (“the 1986 Order”) and is brought into operation subject to the transitional and saving provisions set out in Articles 3 and 4. Paragraphs 2 to 7 of Schedule 5 to the 1990 (No. 2) Order make a number of minor amendments to certain provisions of the 1986 Order requiring particulars of directors to be delivered to the registrar of companies or entered into registers kept by the company. Paragraphs 2 and 6 are brought into operation subject to the transitional and saving provisions made by Article 5. Paragraph 13 of Schedule 5 to the 1990 (No. 2) Order substitutes a new provision with respect to the registered numbers of companies for an existing provision of the 1986 Order. Article 2 also brings into operation certain repeals effected by Schedule 6 to, and Article 113 of, the 1990 (No. 2) Order.

Articles 3 and 4 enable a company not due to file an annual return for 1991 before the coming into operation of Article 74 to file, notwithstanding the coming into operation of that Article, an annual return under the existing provisions of the 1986 Order relating to annual returns rather than under the new provisions. (A company which was due to file an annual return for 1991 before the coming into operation of Article 74 but which has not done so remains obliged to file a return under the existing provisions of the 1986 Order relating to annual returns by virtue of Article 74(2) of the 1990 (No. 2) Order). Articles 3 and 4 make certain other transitional provisions necessary for the operation of this arrangement, together with a saving provision maintaining an exemption from the requirement to file an annual return for 1991 applicable to certain companies under those existing provisions.

Article 5(1) concerns companies which, as a consequence of the coming into operation of paragraph 2 of Schedule 5 to the 1990 (No. 2) Order, come under an obligation to amend their register of directors kept under Article 296 of the 1986 Order (mainly private companies not being subsidiaries of a public company which must register the dates of birth of their directors). It gives them a period of grace within which to comply and also relieves them of the obligation in Article 296(2) to notify the changes made to the registrar of companies. Article 5(2) requires certain companies incorporated outside Northern Ireland which carry on business in Northern Ireland to make a return to the registrar of companies of the dates of birth of their directors by 1st January 1992.

Article 6 makes a minor amendment to the Companies (1990 No. 2 Order) (Commencement No. 1) Order (Northern Ireland) 1991.