Statutory Rules of Northern Ireland

1993 No. 66

COMPANIES

Companies (Inspection and Copying of Registers, Indices and Documents) Regulations (Northern Ireland) 1993

Made

18th February 1993

Coming into operation

29th March 1993

The Department of Economic Development, in exercise of the powers conferred on it by Article 672A of the Companies (Northern Ireland) Order 1986(1), the provisions of that Order listed in Schedule 1 and of every other power enabling it in that behalf, hereby makes the following Regulations:

Citation and commencement

1. These Regulations may be cited as the Companies (Inspection and Copying of Registers, Indices and Documents) Regulations (Northern Ireland) 1993 and shall come into operation on 29th March 1993.

Interpretation

2. In these Regulations:—

“business day” means, in relation to a company subject to any provision of these Regulations, any day except a Saturday or Sunday, Christmas Day, Good Friday and any other day which is a bank holiday in Northern Ireland;

“company” includes a body corporate to which Article 672A of the Order is applied by any statutory provision(2), and

“the Order” means the Companies (Northern Ireland) Order 1986.

Inspection

3.—(1) This regulation applies to an obligation to make a register, index or document available for inspection imposed on a company by Articles 179(5) (contract for purchase by company of its own shares), 185(5) (statutory declaration and auditors' report relating to payment out of capital), 200(1) (register of debenture holders), 227(1) (register of interests in shares, &c.), 296(3) (register of directors and secretaries), 326(7) (directors' service contracts), 364(1) (register and index of members' names) and 391(1) (minute books) of the Order, as well as by Article 333 of, and paragraph 24 of Part IV of Schedule 13 to, the Order (register of directors' interests).

(2) The company shall:

(a)make the register, index or document available for such inspection for not less than 2 hours during the period between 9.00 a.m. and 5.00 p.m. on each business day, and

(b)permit a person inspecting the register, index or document to copy any information made available for inspection by means of the taking of notes or the transcription of the information.

(3) Paragraph 2(b) shall not be construed as obliging a company to provide any facilities additional to those provided for the purposes of facilitating inspection.

Registers of members and debenture holders: presentation and extraction of entries

4.—(1) This regulation applies to a company’s register of members maintained under Article 360 of the Order, to an index of the names of the company’s members maintained under Article 362 thereof and to a register of debenture holders maintained under Article 199 thereof.

(2) A company is not obliged:

(a)by virtue of Article 364(1) of the Order to present for inspection its register of members or an index of members' names; or

(b)by virtue of Article 200(1) of the Order to present for inspection a register of debenture holders maintained by it,

in a manner which groups together entries by reference to whether a member or (as the case may be) a debenture holder has given an address in a particular geographical location, is of a particular nationality, has a holding of a certain size, is a natural person or not or is of a particular gender.

(3) Nor is a company obliged:

(a)by virtue of Article 364(3) of the Order, in providing a copy of a part of its register of members; or

(b)by virtue of Article 200(2) of the Order, in providing a copy of apart of a register of debenture holders;

to extract entries from the register by reference to whether a member or (as the case may be) a debenture holder has given an address in a particular geographical location, is of a particular nationality, has a holding of a certain size, is a natural person or not or is of a particular gender.

Fees

5. Schedule 2 prescribes the fees payable for the purposes of the provisions of the Order listed therein.

Sealed with the Official Seal of the Department of Economic Development on 18th February 1993.

L.S.

A. L. Brown

Assistant Secretary

SCHEDULE 1

Articles 200(1) to (3), 227(2), 296(3), 333(5) (together with paragraphs 24 and 25(1) of Part IV of Schedule 13), 364(1) and (3), 391(3)(3) and 681(1).

Regulation 5

SCHEDULE 2

Fees in respect of inspections of registers by non-members

1. The fee prescribed for the purposes of the following provisions of the Order:

(a)Article 200(1) (Fee for inspection of register of debenture holders);

(b)Article 296(3) (Fee for inspection of register of directors and secretaries);

(c)Article 333(5) and paragraph 24 of Part IV of Schedule 13 (Fee for inspection of register of directors' interests in shares or debentures); and

(d)Article 364(1) (Fee for inspection of register of members and index);

is £2.50 for each hour or part thereof during which the right of inspection is exercised.

Fees for provision of copies of entries in registers and copies of reports

2. The fee prescribed for the purposes of the following provisions of the Order:

(a)Article 200(2) (Fee for copies of entries in the register of debentures);

(b)Article 227(2) (Fees for copies of entries in the register of interests in shares or copies of reports or part of reports made pursuant to Article 223(7));

(c)Article 333(5) and paragraph 25(1) of Part IV of Schedule 13 (Fee for copies of entries in the register of directors' interests in shares or debentures); and

(d)Article 364(3) (Fee for copies of entries in the register of members);

is:

(i)for the first 100 entries, or part thereof copied ... ... ... ... £2.50;

(ii)for the next 1,000 entries, or part thereof copied, ... ... ... ... £20.00;

and

(iii)for every subsequent 1,000 entries, or part thereof copied, ... ... ... ... £15.00

Fees for copies of other documents

3. The fee prescribed for the purposes of the following provisions of the Order:

(a)Article 200(3) (Fee for copies of trust deeds); and

(b)Article 391(3) (Fee for copies of minutes)

is 10 pence per hundred words, or part thereof, copied.

Explanatory Note

(This note is not part of the Regulations.)

These Regulations set out certain obligations of companies in relation to the inspection and copying of their records by members and non-members. They set out the circumstances in which companies are not obliged to provide copies of entries on the various registers and prescribe the fees that they may charge in respect of the inspection of registers by non-members and for the provision of copies of entries on registers and for copies of other documents.

Article 672A(5) of the Companies (Northern Ireland) Order 1986 (as inserted by Article 77(1) of the Companies (No. 2) (Northern Ireland) Order 1990) provides that companies can provide more extensive facilities than they are obliged to provide under these Regulations or charge fees that are less than those prescribed under these Regulations.

(1)

S.I. 1986/1032 (N.I. 6) as inserted by Article 77(1) of the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))

(2)

Article 672A is applied to companies registered under Article 629 of the Order by Article 638 of, and Schedule 20 to, the Order and to certain unregistered companies by the provisions of Article 667 of, and Schedule 21 to, the Order

(3)

All as amended by Article 77 of the Companies (No. 2) (Northern Ireland) Order 1990