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(This note is not part of the Regulations.)
1. These Regulations implement Council Directive No. 89/667/EEC on single-member private limited-liability companies (O.J. No. L395, 30.12.1989, p. 40). The Directive requires Member States to provide for the formation of a company having one member and to permit a company to be a single-member company, subject to certain safeguards. In relation to the United Kingdom it applies to private companies limited by shares or by guarantee.
2. Regulation 2 provides that a private company limited by shares or by guarantee may be formed by one person (insofar as permitted by Article 12 of the Companies (Northern Ireland) Order 1986 (“the 1986 Order”) as amended by these Regulations) and may have one member. It also provides that any statutory provision or rule of law applying to a private company limited by shares or by guarantee shall, in the absence of any express provision to the contrary, apply with any necessary modification to such a company which has been formed by one person or which has only one member.
3. Without prejudice to the generality of the provisions mentioned in paragraph 2 above, regulation 2(1)(b) also makes specific amendments to the 1986 Order and the Insolvency (Northern Ireland) Order 1989 as set out in the Schedule. The following Articles of the 1986 Order are amended: Article 12 (mode of forming an incorporated company), Article 34 (minimum membership for carrying on business) and Article 629 (companies capable of being registered under Chapter II of Part XXII). The following new provisions are inserted into the 1986 Order: Article 330B (contracts with sole members who are directors), Article 360A (statement that company has only one member), Article 378A (quorum at meetings of the sole member) and Article 390B (recording of decisions by the sole member). Consequential amendments are made to Article 9 of the 1986 Order and to Schedule 23 to that Order. Article 102 of the Insolvency (Northern Ireland) Order 1989 (circumstances in which company may be wound up by the High Court) is also amended.
4. Regulation 3 contains a transitional provision.
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