The Companies (Northern Ireland) Order 1986 (revoked)

Contents

9,095 provisions, too many to show on one page. Open a part or section to read it with its history and connections, or search inside the text.

1. Part I · Introductory and interpretation
   1. 1 Title and commencement
   2. 2 General interpretation
   3. 2A {prosp. insertion of 2nd art. 2A by 1990 NI10}
   4. 2A Relationship of this Order to Insolvency Order
   5. 2B Relationship of this Order to Parts IV and V of the Financial Services Act 1986
   6. 3 “Company”, etc.
   7. 4 “ Subsidiary ”, “ holding company ” and “ wholly-owned subsidiary ”
   8. 4A Provisions supplementing Article 4
   9. 4B Power to amend Articles 4 and 4A
   10. 5 “Called-up share capital”
   11. 6 “Allotment” and “paid up”
   12. 7 “Non-cash asset”
   13. 8 “Body corporate” and “corporation”
   14. 9 “Director” and “shadow director”
   15. 10 Expressions used in connection with accounts
   16. 10A Meaning of “offer to the public”
   17. 10B Meaning of “banking company”
   18. 10C Meaning of “insurance company” and “authorised insurance company”
   19. 11 “Employees' share scheme”
2. Part II · Formation and registration of companies; juridical status and membership
   1. Chapter I Company formation
   2. Chapter II Company names
   3. Chapter III A company's capacity; formalities of carrying on business
3. Part III · Re-registration as a means of altering a company's status
   1. Limited company becoming unlimited
   2. Private company becoming public
   3. Public company becoming private
   4. Unlimited company becoming limited
4. Part IV · Capital issues
   1. Chapter I Issues by companies registered, or to be registered, in northern ireland
   2. Chapter II Issues by companies incorporated, or to be incorporated, outside the united kingdom
5. Part V · Allotment of shares and debentures
   1. Amount to be paid for shares; the means of payment
   2. Commissions and discounts
   3. General provisions as to allotment
   4. Other matters arising out of allotment, etc.
   5. Pre-emption rights
   6. Valuation provisions
6. Part VI · Share capital, its increase, maintenance and reduction
   1. Chapter I General provisions about share capital
   2. Chapter II Class rights
   3. Chapter III Share premiums
   4. Chapter IV Reduction of share capital
   5. Chapter V Maintenance of capital
   6. Chapter VI Financial assistance by a company for acquisition of its own shares
   7. Chapter VII Redeemable shares; purchase by a company of its own shares
   8. Chapter VIII Miscellaneous provisions about shares and debentures
7. Part VII · Disclosure of interests in shares
   1. Supplementary
   2. Individual and group acquisitions
   3. Registration and investigation of share acquisitions and disposals
8. Part VIII · Accounts and Audit
   1. Chapter 1 Provisions Applying to Companies Generally
   2. Chapter II Exemptions, exceptions and special provisions
   3. Chapter III Supplementary provisions
9. Part IX · Distribution of profits and assets
   1. Supplementary
   2. Limits of company's power of distribution
   3. Relevant accounts
10. Part X · A company's management; directors and secretaries; their qualifications, duties and responsibilities
    1. Officers and registered office
    2. Other provisions about directors and officers
    3. Provisions governing appointment of directors
    4. Removal of directors
11. Part XI · Enforcement of fair dealing by directors
    1. Supplementary
    2. Restrictions on a company's power to make loans, etc. to directors and persons connected with them
    3. Restrictions on directors taking financial advantage
    4. Share dealings by directors and their families
12. Part XII · Company administration and procedure
    1. Chapter I Company Identification
    2. Chapter II Register of Members
    3. Chapter III Annual return
    4. Chapter IV Meetings and Resolutions
    5. Chapter V Auditors
13. Part XIII · Registration of charges
    1. 402 Certain charges void if not registered
    2. 403 Charges which have to be registered
    3. 404 Formalities of registration (debentures)
    4. 405 Verification of charge on property outside Northern Ireland
    5. 406 Company's duty to notify registrar of charges it creates
    6. 407 Charges existing on property acquired
    7. 408 Registration of orders charging land, etc.
    8. 409 Register of charges to be kept by registrar
    9. 410 Endorsement of certificate on debentures
    10. 411 Entries of satisfaction and release
    11. 412 Rectification of register of charges
    12. 413 Registration of enforcement of security
    13. 414 Companies to keep copies of instruments creating charges
    14. 415 Company's register of charges
    15. 416 Right to inspect instruments which create charges, etc.
    16. 417 Application of this Part to companies incorporated outside Northern Ireland
14. Part XIV · Arrangements and reconstructions
    1. 418 Power of company to compromise with creditors and members
    2. 419 Information as to compromise to be circulated
    3. 420 Provisions for facilitating company reconstruction or amalgamation
    4. 420A Application of Articles 418 to 420 mergers and divisions of public companies
15. Part xiva · Takeover offers
    1. 421 Takeover offers
    2. 422 Right of offeror to buy out minority shareholders
    3. 423 Effect of notice under Article 422
    4. 423A Right of minority shareholder to be bought out by offeror
    5. 423B Effect of requirement under Article 423A
    6. 423C Applications to the court
    7. 423D Joint offers
    8. 423E Associates
    9. 423F Convertible securities
16. Part XV · Investigation of companies and their affairs; requisition of documents
    1. Supplementary
    2. Appointment and functions of inspectors
    3. Other powers of investigation available to the Department
    4. Requisition and seizure of books and papers
17. Part XVI · Orders imposing restrictions on shares (article 438)
    1. 447 Consequence of order imposing restrictions
    2. 448 Punishment for attempted evasion of restrictions
    3. 449 Relaxation and removal of restrictions
    4. 450 Further provisions on sale by court order of restricted shares
18. Part XVII · Fraudulent trading by a company
    1. 451 Punishment for fraudulent trading
19. Part XVIII · Protection of company's members against unfair prejudice
    1. 452 Order on application of company member
    2. 453 Order on application of the Department
    3. 454 Provisions as to petitions and orders under this Part
20. Part XX · Winding up of companies registered under this order or the former companies acts
    1. Chapter VI Provisions as to dissolution
21. Part XXII · Bodies corporate subject, or becoming subject, to this order (otherwise than by original formation under part II)
    1. Chapter I Companies formed or registered under former companies acts
    2. Chapter II Companies not formed under companies legislation, but authorised to register
22. Part XXIII · Companies incorporated outside northern ireland carrying on business in northern ireland
    1. Chapter I Registration, etc.
    2. Chapter II Delivery of accounts and reports
    3. Chapter III Registration of charges
    4. Chapter IV Winding up, etc.
23. Part XXIV · The registrar of companies, his functions and office
    1. 653 Registration office and registrar
    2. 654 Companies' registered numbers
    3. 654A Registration of branches of Part XXIII companies
    4. 655 Delivery to the registar of documents in legible form
    5. 656A The keeping of company records by the registrar
    6. 656B Delivery to the registrar using electronic communications
    7. 657 Fees payable to registrar
    8. 658 Inspection, &c. of records kept by the registrar
    9. 659 Certificate of incorporation
    10. 659A Provision and authentication by registrar of documents is non-legible form
    11. 660 Public notice by registrar of receipt or issue of certain documents
    12. 662 Enforcement of company's duty to make returns
    13. 663 Registrar's index of company and corporate names
    14. 664A Interpretation
24. Part XXV · Miscellaneous and supplementary provisions
    1. 667 Unregistered companies
    2. 668 Power of company to provide for employees on cessation or transfer of business
    3. 669 Certain companies to publish periodical statement
    4. 670 Production and inspection of books where offence suspected
    5. 671 Form of company registers, etc.
    6. 672 Use of computers for company records
    7. 672A Obligations of company as to inspection of registers, &c.
    8. 673 Service of documents
    9. 674 Costs and expenses in actions by certain limited companies
    10. 675 Power of court to grant relief in certain cases
    11. 676 Enforcement of High Court orders
    12. 677 Annual report by the Department
    13. 678 Punishment of offences
    14. 679 Summary proceedings
    15. 680 Prosecution by public authorities
    16. 680A Offences by bodies corporate
    17. 680B Criminal proceedings against unincorporated bodies
    18. 681 Regulations
25. Schedule 1 · Particulars of directors, etc. to be contained in statement under aerticle 21
    1. Directors
    2. Secretaries
    3. Interpretation
26. Schedule 2 · Interpretation of referneces to “beneficial interest”
    1. Part I References in articles 33, 155, 156 and 158
    2. Part II References in schedule 5
27. Schedule 3 · Mandatory contents of prospectus
    1. Part I Matters to be stated
    2. Part II Auditors' and accountants' reports to be set out in prospectus
28. Schedule 4 · PART I GENERAL RULES AND FORMATS SECTION A GENERAL RULES (1) (1) Subject to the...
    1. Part I General rules and formats
    2. Part II Accounting principles and rules
    3. Part III Notes to the accounts
    4. Part IV Special provisions where company is a parent company or subsidiary undertaking
    5. Part V Special provisions where the company is an investment company
    6. Part VI Special provisions where the company has entered into arrangements subject to merger relief
    7. Part VII Interpretation of schedule
29. Schedule 4A · Form and content of group accounts
    1. General rules
    2. Elimination of group transactions
    3. Acquisition and merger accounting
    4. Minority interests
    5. Joint ventures
    6. Associated undertakings
30. Schedule 5 · Disclosure of information: related undertakings
    1. Part I Companies not required to prepare group accounts
    2. Part II Companies required to prepare group accounts
31. Schedule 6 · Part I chairman's and directors' emoluments, pensions and compensation for loss of office chapter 1...
    1. Part I Chairman's and directors' emoluments, pensions and compensation for loss of office
    2. Part II Loans, quasi‐loans and other dealings in favour of directors
    3. Part III Other transactions, arrangements and agreements
32. Schedule 7 · PART I MATTERS OF A GENERAL NATURE Asset values (1) Sub-para. (1) rep. by SR...
    1. Part I Matters of a general nature
    2. Part II Disclosure required by company acquiring its own shares, etc.
    3. Part III Disclosure concerning employment, etc. of disabled persons
    4. Part IV rep. by SR 1997/314
    5. Part V Employee involvement
    6. Part VI Policy and Practice on Payment of Creditors
33. Schedule 7A · PART I INTRODUCTORY (1) (1) In the directors' remuneration report for a financial year (...
    1. Part I Introductory
    2. Part II Information not subject to audit
    3. Part III Information subject to audit
    4. Part IV Interpretation and supplementary
34. Schedule 7ZA · Operating and financial review
    1. Review objective
    2. Other general requirements
    3. Details of particular matters
    4. Reference to and explanation of company accounts
    5. Application of Schedule to group operating and financial review
35. Schedule 8 · Form and content of accounts prepared by small companies
    1. Part I General rules and formats
    2. Part II Accounting principles and rules
    3. Part III Notes to the accounts
    4. Part IV Interpretation of schedule
36. Schedule 8A · Form and Content of Abbreviated Accounts of Small Companies delivered to Registrar
    1. Part I Balance sheet formats
    2. Part II Notes to the accounts
37. Schedule 9 · Part I individual accounts chapter I general rules and formats section a general rules (1)...
    1. Part I Individual accounts
    2. Part II Consolidated accounts
    3. Part III Additional disclosure: related undertakings
    4. Part IV Additional disclosure: emoluments and other benefits of directors and others
38. Schedule 9A · Form and Content of Accounts of Insurance Companies and Groups
    1. Part 1 Individual accounts
    2. Part II Consolidated accounts
    3. Chapter III Notes to the accounts
39. Schedule 10A · Parent and subsidiary undertakings: supplementary provisions
    1. Introduction
    2. Voting rights in an undertaking
    3. Right to appoint or remove a majority of the directors
    4. Right to exercise dominant influence
    5. Rights exercisable only in certain circumstances or temporarily incapable of exercise
    6. Rights held by one person on behalf of another
    7. Rights attached to shares held by way of security
    8. Rights attributed to parent undertaking
    9. Disregard of certain rights
    10. Supplementary
40. Schedule 11 · (1) Paragraphs 2 to 6 apply where a company has prepared accounts in accordance with...
    1. Modifications where accounts prepared in accordance with special provisions for banking companies
    2. Modifications where accounts prepared in accordance with special provisions for insurance companies
41. Schedule 13 · Provisions supplementing and interpreting articles 332 to 336
    1. Part I Rules for interpretation of those articles and also article 354(4) and (5)
    2. Part II Periods within which obligations imposed by article 332 must be fulfilled
    3. Part III Circumstances in which obligation imposed by article 332 is not discharged
    4. Part IV Provisions with respect to register of directors' interests to be kept under article 333
42. Schedule 14 · External branch registers
    1. Part I Countries and territories in which external branch register may be kept
    2. Part II General provisions with respect to external branch registers
43. Schedule 15A · Written resolutions of private companies
    1. Part I Exceptions
    2. Part II Adaptation of procedural requirements
44. Schedule 15B · Meeting of transferee company (1) Subject to paragraphs 10(1), 12(4) and 14(2), the court shall...
45. Schedule 20 · Effect of registration under article 629
    1. Interpretation
    2. Vesting of property
    3. Existing liabilities
    4. Pending actions at law
    5. The company's constitution
    6. Capital structure
    7. Supplementary
46. Schedule 20A · Branch Registration under the Eleventh Company Law Directive (89/666/EEC)
47. Schedule 20B · Change in Registration Regime: Transitional Provisions
48. Schedule 20C · Delivery of Reports and Accounts: Credit and Financial Institutions to which The Bank Branches Directive (89/117/EEC) applies
    1. Part I Institutions required to prepare accounts under parent law
    2. Part II Institutions not required to prepare accounts under parent law
49. Schedule 20D · Delivery of Reports and Accounts: Companies to which the Eleventh Company Law Directive applies
    1. Part I Companies required to make disclosure under parent law
    2. Part II Companies not required to make disclosure under parent law
50. Schedule 21 · Provisions of this order applying to unregistered companies
51. Schedule 22 · *The share capital of the company is , divided into shares of each. The number...
52. Schedule 23 · Punishment of offences under this order
53. Schedule 24 · Article 39 of the order of 1982, as originally enacted
54. x_schedulen1
55. Schedule 10 rep. by SR 1994/428
56. Schedule 12 rep. by 1989 NI 18
57. Schedule 15 rep. by 1990 NI 10
58. Schs. 15C, 15D prosp. insertion by 2005 NI 17, Sch. 2 para. 19 (which is...
59. Schedules 16‐19 rep. by 1989 NI 19