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COMPANIES ACT (NORTHERN IRELAND) 1960 COMPANIES ACT (NORTHERN IRELAND) 1960 - LONG TITLE An Act to re-enact with amendments the Companies Act (Northern Ireland), 1932, and for purposes connected with that matter. [20th December 1960] PART I COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 1 1.(1) Any seven or more persons, or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability. (2) Such a company may be (a)a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act referred to as "a company limited by shares"); or (b)a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act referred to as "a company limited by guarantee"); or (c)a company not having any limit on the liability of its members (in this Act referred to as "an unlimited company"). COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 2 Requirements with respect to memorandum. 2.(1) The memorandum of every company must state (a)the name of the company, with "limited" as the last word of the name in the case of a company limited by shares or by guarantee; (b)that the registered office of the company will be situate in Northern Ireland; (c)the objects of the company. (2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited. (3) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding a specified amount. (4) In the case of a company having a share capital (a)the memorandum must also, unless the company is an unlimited company state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (b)no subscriber of the memorandum may take less than one share; (c)each subscriber must write opposite to his name the number of shares he takes. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 3 Signature of memorandum. 3. The memorandum ... must be signed by each subscriber in the presence of at least one witness who must attest the signature. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 4 Restriction on alteration of memorandum. 4. A company may not alter the provisions of its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 5 Mode in which and extent to which objects of company may be altered. 5€(1) Subject to sub-section (2), a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it (a)to carry on its business more economically or more efficiently; or (b)to attain its main purpose by new or improved means; or (c)to enlarge or change the local area of its operations; or (d)to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or (e)to restrict or abandon any of the objects specified in the memorandum; or (f)to sell or dispose of the whole or any part of the undertaking of the company; or (g)to amalgamate with any other company or body of persons. (2) If an application is made to the court in accordance with this section for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court. (3) Subject to sub-section (4), an application under this section may be made (a)by the holders of not less in the aggregate than fifteen per cent. in nominal value of the company's issued share capital or any class thereof or, if the company is not limited by shares, not less than fifteen per cent. of the company's members; or (b)by the holders of not less than fifteen per cent. of the company's debentures entitling the holders to object to alterations of its objects. (4) An application shall not be made under this section by any person who has consented to or voted in favour of the alteration. (5) An application under this section must be made within twenty-one days after the date on which the resolution altering the company's objects was passed, and may be made on behalf of the persons entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (6) On an application under this section the court may make an order confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement, so, however, that no part of the capital of the company shall be expended in any such purchase. (7) The debentures entitling the holders to object to alterations of a company's objects shall be any debentures secured by a floating charge which were issued or first issued before the commencement of this Act, or form part of the same series as any debentures so issued, and a special resolution altering a company's objects shall require the same notice to the holders of any such debentures as to members of the company. In default of any provisions regulating the giving of notice to any such debenture holders, the provisions of the company's articles regulating the giving of notice to members shall apply. (8) In the case of a company which is, by virtue of a licence from the Ministry of Commerce (in this Act referred to as "the Ministry"), exempt from the obligation to use the word "limited" as part of its name, a resolution altering the company's objects shall also require the same notice to the Ministry as to members of the company. (9) Where a company passes a resolution altering its objects (a)if no application is made with respect thereto under this section, it shall within fifteen days from the end of the period for making such an application deliver to the registrar of companies a printed copy of its memorandum as altered; and (b)if such an application is made, it shall (i)forthwith give notice [in the prescribed form] of that fact to the registrar; and (ii)within fifteen days from the date of any order cancelling or confirming the alteration, deliver to the registrar an office copy of the order and, in the case of an order confirming the alteration, a printed copy of the memorandum as altered. The court may by order at any time extend the time for the delivery of documents to the registrar under paragraph (b) for such period as the court may think proper. (10) If a company makes default in giving notice or delivering any document to the registrar of companies as required by sub-section (9), the company and every officer of the company who is in default shall be liable to a default fine of ten pounds. (11) The validity of an alteration of the provisions of a company's memorandum with respect to the objects of the company shall not be questioned on the ground that it was not authorised by sub-section (1) except in proceedings taken for the purpose (whether under this section or otherwise) before the expiration of twenty-one days after the date of the resolution in that behalf; and where any such proceedings are taken otherwise than under this section sub-sections (9) and (10) shall apply in relation thereto as if they had been taken under this section and as if an order declaring the alteration invalid were an order cancelling and it as if an order dismissing the proceedings were an order confirming the alteration. (12) In relation to a resolution for altering the provisions of a company's memorandum with respect to the objects of the company passed before the commencement of this Act, this section shall have effect as if, in lieu of sub-sections (2) to (11), there had been enacted sub-sections (2) to (7) of section five of the Companies Act (Northern Ireland), 1932. Articles prescribing regulations for companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 6 6. There may in the case of a company limited by shares, and there shall in the case of a company limited by guarantee or unlimited, be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 7 Regulations required in case of unlimited company or company limited by guarantee. 7.(1) In the case of an unlimited company the articles must state the number of members with which the company proposes to be registered and, if the company has a share capital, the amount of share capital with which the company proposes to be registered. (2) In the case of a company limited by guarantee, the articles must state the number of members with which the company proposes to be registered. (3) Where an unlimited company or a company limited by guarantee has increased the number of its members beyond the registered number, it shall, within fifteen days after the increase was resolved on or took place, give to the registrar of companies notice of the increase [in the prescribed form], and the registrar shall record the increase. If default is made in complying with this sub-section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 8 Adoption and application of Table A. 8.(1) Articles of association may adopt all or any of the regulations contained in Table A. (2) In the case of a company limited by shares and registered after the commencement of this Act, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 9 Printing and signature of articles. 9. Articles must (a)be printed; (b)be divided into paragraphs numbered consecutively; Para.(c) rep. by 1970 c.21 (NI) s.19 sch.3 Pt.II (d)be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 10 Alteration of articles by special resolution. 10.(1) Subject to the provisions of this Act and to the conditions contained in its memorandum, a company may by special resolution alter or add to its articles. (2) Any alteration or addition so made in the articles shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution. Statutory forms of memorandum and articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 11 11. The form of (a)the memorandum of association of a company limited by shares; (b)the memorandum and articles of association of a company limited by guarantee and not having a share capital; (c)the memorandum and articles of association of a company limited by guarantee and having a share capital; (d)the memorandum and articles of association of an unlimited company having a share capital: Registration of memorandum and articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 12 12. The memorandum and the articles, if any, shall be delivered to the registrar, and he shall retain and register them. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 13 Effect of registration. 13.(1) On the registration of the memorandum of a company the registrar shall certify under his hand that the company is incorporated and, in the case of a limited company, that the company is limited. (2) From the date of incorporation mentioned in the certificate of incorporation, the subscribers of the memorandum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memorandum, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 14 Power of company to hold lands. 14. A company incorporated under this Act shall have power to hold lands, .... COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 15 Conclusiveness of certificate of incorporation. 15.(1) A certificate of incorporation given by the registrar in respect of any association shall be conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with, and that the association is a company authorised to be registered and duly registered under this Act. (2) A statutory declaration [in the prescribed form] by a solicitor of the Supreme Court, engaged in the formation of the company, or by [a person named as director or secretary of the company in the statement delivered under Article 57 of the Companies (Northern Ireland) Order 1978], of compliance with all or any of the said requirements shall be produced to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance. S.16 rep. by 1978 NI 12 art.153(2) sch.7 Prohibition of registration of companies by undesirable names. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 17 17. No company shall be registered by a name which in the opinion of the Ministry is undesirable. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 18 Change of name. 18.(1) A company may by special resolution and with the approval of the Ministry signified in writing change its name. (2) If, through inadvertence or otherwise, a company on its first registration or on its registration by a new name is registered by a name which, in the opinion of the Ministry, is too like the name by which a company in existence is previously registered, the first-mentioned company may change its name with the sanction of the Ministry and, if the Ministry so directs within six months of its being registered by that name, shall change it within a period of six weeks from the date of the direction or such longer period as the Ministry may think fit to allow. .... [(2A) If, in the opinion of the Department, the name by which a company is registered gives so misleading an indication of the nature of its activities as to be likely to cause harm to the public, the Department may direct it to change its name. (2B) A direction given under sub-section (2A) to a company must, if not duly made the subject of an application under sub-section (2C) to the court, be complied with within a period of six weeks from the date of the direction or such longer period as the Department may think fit to allow. (2C) A company to which a direction is given under sub-section (2A) may, within a period of three weeks from the date of the direction, apply to the court to set the direction aside, and the court may set it aside or confirm it; and, if it confirms it, it shall specify a period within which it must be complied with. (2D) If a company makes default in complying with a direction under sub-section (2) or (2A) it shall be liable to a fine not exceeding #5 for every day during which the default continues.] (3) Where a company changes its name under this section, the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case. (4) A change of name by a company under this section shall not affect any rights or obligations of the company or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 19 Power to dispense with ""limited'' in name of charitable and other companies. 19.(1) Where it is proved to the satisfaction of the Ministry that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income in promoting its objects, and to prohibit the payment of any dividend to its members, the Ministry may by licence direct that the association may be registered as a company with limited liability, without the addition of the word "limited" to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and (subject to the provisions of this section) be subject to all the obligations of limited companies. (2) Where it is proved to the satisfaction of the Ministry (a)that the objects of a company registered under this Act as a limited company are restricted to those specified in sub-section (1) and to objects incidental or conducive thereto; and (b)that by its constitution the company is required to apply its profits, if any, or other income in promoting its objects and is prohibited from paying any dividend to its members; (3) A licence by the Ministry under this section may be granted on such conditions and subject to such regulations as the Ministry thinks fit, and those conditions and regulations shall be binding on the body to which the licence is granted, and (where the grant is under sub-section (1)) shall, if the Ministry so directs, be inserted in the memorandum and articles, or in one of those documents. (4) A body to which a licence is granted under this section shall be excepted from the provisions of this Act relating to the use of the word "limited" as any part of its name, the publishing of its name and the sending of lists of members to the registrar of companies. (5) Subject to sub-section (6), a licence under this section may at any time be revoked by the Ministry, and upon revocation the registrar shall enter the word "limited" at the end of the name upon the register of the body to which it was granted, and the body shall cease to enjoy the exemptions and privileges or, as the case may be, the exemptions granted by this section. (6) Before a licence is revoked by virtue of sub-section (5), the Ministry shall give to the body notice in writing of its intention, and shall afford the body an opportunity of being heard in opposition to the revocation. (7) Where a body in respect of which a licence under this section is in force alters the provisions of its memorandum with respect to its objects, the Ministry may (unless it sees fit to revoke the licence) vary the licence by making it subject to such conditions and regulations as the Ministry thinks fit, in lieu of or in addition to the conditions and regulations, if any, to which the licence was formerly subject. (8) Where a licence granted under this section to a body the name of which contains the words "Chamber of Commerce" is revoked, the body shall, within a period of six weeks from the date of revocation or such longer period as the Ministry may think fit to allow, change its name to a name which does not contain those words, and (a)the notice to be given under sub-section (6) to that body shall include a statement of the effect of the foregoing provisions of this sub-section; and (b)sub-sections (3) and (4) of section eighteen shall apply to a change of name under this sub-section as they apply to a change of name under that section. If the body makes default in complying with the requirements of this sub-section, it shall be liable to a fine not exceeding fifty pounds for every day during which the default continues. Effect of memorandum and articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 20 20.(1) Subject to the provisions of this Act, the memorandum and articles shall, when registered, bind the company and the members thereof to the same extent as if they respectively had been signed and sealed by each member, and contained covenants on the part of each member to observe all the provisions of the memorandum and of the articles. (2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 21 Provision as to memorandum and articles of companies limited by guarantee. 21.(1) In the case of a company limited by guarantee and not having a share capital, and registered on or after the first day of January, nineteen hundred and one, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void. (2) For the purpose of the provisions of this Act relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of a company limited by guarantee and registered on or after the date aforesaid, purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 22 Alterations in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent. 22.(1) Subject to sub-section (2), notwithstanding anything in the memorandum or articles of a company, no member of the company shall be bound by an alteration made in the memorandum or articles after the date on which he became a member, if and so far as the alteration requires him to take or subscribe for more shares than the number held by him at the date on which the alteration is made, or in any way increases his liability as at that date to contribute to the share capital of, or otherwise to pay money to, the company. (2) Sub-section (1) shall not apply where the member agrees in writing, either before or after the alteration is made, to be bound thereby. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 23 Power to alter conditions in memorandum which could have been contained in articles. 23.(1) Subject to sub-section (2) and sections twenty-two and two hundred and one, any condition contained in a company's memorandum which could lawfully have been contained in articles of association instead of in the memorandum may, subject to the provisions of this section, be altered by the company by special resolution. (2) If an application is made to the court for the alteration to be cancelled, it shall not have effect except in so far as it is confirmed by the court. (3) This section shall not apply where the memorandum itself provides for or prohibits the alteration of all or any of the said conditions, and shall not authorise any variation or abrogation of the special rights of any class of members. (4) Sub-sections (3), (4), (5), (6), (9) and (10) of section five (except paragraph (b) of the said sub-section (3)) shall apply in relation to any alteration and to any application made under this section as they apply in relation to alterations and to applications made under that section. (5) This section shall apply to a company's memorandum whether registered before or after the commencement of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 24 Copies of memorandum and articles to be given to members. 24.(1) A company shall, on being so required by any member, send to him a copy of the memorandum and of the articles, if any, and a copy of any Act of Parliament which alters the memorandum, subject to payment, in the case of a copy of the memorandum and of the articles, of [five new pence] or such less sum as the company may prescribe, and, in the case of a copy of an Act, of such sum not exceeding the published price thereof as the company may require. (2) If a company makes default in complying with this section, the company and every officer of the company who is in default shall be liable for each offence to a fine not exceeding one pound. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 25 Issued copies of memorandum to embody alterations. 25.(1) Where an alteration is made in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration. (2) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum which are not in accordance with the alteration, it shall be liable to a fine not exceeding one pound for each copy so issued, and every officer of the company who is in default shall be liable to the like penalty. Definition of member. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 26 26.(1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members in its register of members. (2) Every other person who agrees to become a member of a company, and whose name is entered in its register of members, shall be a member of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 27 Membership of holding company. 27.(1) Except in the cases hereafter in this section mentioned, a body corporate cannot be a member of a company which is its holding company, and any allotment or transfer of shares in a company to its subsidiary shall be void. (2) Nothing in this section shall apply where the subsidiary is concerned as personal representative, or where it is concerned as trustee, unless the holding company or a subsidiary thereof is beneficially interested under the trust and is not so interested only by way of security for the purposes of a transaction entered into by it in the ordinary course of a business which includes the lending of money. (3) This section shall not prevent a subsidiary which is, at the commencement of this Act, a member of its holding company, from continuing to be a member but, subject to sub-section (2), the subsidiary shall have no right to vote at meetings of the holding company or any class of members thereof. (4) Subject to sub-section (2), sub-sections (1) and (3) shall apply in relation to a nominee for a body corporate which is a subsidiary, as if references in sub-sections (1) and (3) to such a body corporate included references to a nominee for it. (5) In relation to a company limited by guarantee or unlimited which is a holding company, the reference in this section to shares, whether or not it has a share capital, shall be construed as including a reference to the interest of its members as such, whatever the form of that interest. Meaning of "private company". COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 28 28.(1) For the purposes of this Act, "private company" means a company which by its articles (a)restricts the right to transfer its shares; and (b)limits the number of its members to fifty, not including persons who are in the employment of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and (c)prohibits any invitation to the public to subscribe for any shares or debentures of the company. (2) Where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this section, be treated as a single member. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 29 Consequences of default in complying with conditions constituting a company a private company. 29.(1) Subject to sub-section (2), where the articles of a company include the provisions which, under section twenty-eight, are required to be included in the articles of a company in order to constitute it a private company but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under section thirty-one, [paragraph (a) of sub-section (4) of section one hundred and twenty-two,]. ..., paragraph (d) of section two hundred and ten and sub-paragraph (i) of paragraph (a) of sub-section (1) of section two hundred and twelve, and thereupon those enactments shall apply to the company as if it were not a private company. (2) The court, on being satisfied that the failure to comply with those conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from the consequences referred to in sub-section (1). COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 30 Statement in lieu of prospectus to be delivered to registrar by company on ceasing to be private company. 30.(1) Subject to sub-section (2), if a company, being a private company, alters its articles in such manner that they no longer include the provisions which, under section twenty-eight are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of fourteen days after the said date, deliver to the registrar of companies for registration a statement in lieu of prospectus in the form and containing the particulars set out in Part I of the Second Schedule and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to the provisions contained in Part III of that Schedule. (2) A statement in lieu of prospectus need not be delivered under sub-section (1) if within the said period of fourteen days a prospectus relating to the company which complies, or is deemed by virtue of a certificate of exemption under section thirty-nine to comply, with the Third Schedule, is issued and is delivered to the registrar of companies as required by section forty-one. (3) Every statement in lieu of prospectus delivered under sub-section (1) shall, where the persons making any such report as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Second Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (4) If default is made in complying with sub-section (1) or sub-section (3), the company and every officer of the company who is in default shall be liable to a default fine of fifty pounds. (5) Where a statement in lieu of prospectus delivered to the registrar of companies under sub-section (1) includes any untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for registration shall be liable (a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine not exceeding five hundred pounds, or both; or (b)on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding one hundred pounds, or both; (6) For the purposes of this section (a)a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b)a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein. Members severally liable for debts where business carried on with fewer than seven, or in the case of private company two, members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 31 31. If at any time the number of members of a company is reduced, in the case of a private company, below two, or, in the case of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company during the time that it so carries on business after those six months and is cognisant of the fact that it is carrying on business with fewer than two members, or seven members, as the case may be, shall be severally liable for the payment of the whole debts of the company contracted during that time, and may be severally sued therefor. Form of contracts. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 32 32.(1) Contracts on behalf of a company may be made as follows (a)a contract which if made between private persons would be by law required to be in writing under seal, may be made on behalf of the company in writing under the common seal of the company; (b)a contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under its authority, express or implied; (c)a contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied. (2) A contract made according to this section shall be effectual in law, and shall bind the company and its successors and all other parties thereto. (3) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 33 Bills of exchange and promissory notes. 33. A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 34 Execution of deeds abroad. 34.(1) A company may, by writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom. (2) A deed signed by such an attorney on behalf of the company and under his seal shall bind the company and have the same effect as if it were under its common seal. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 35 Power for company to have official seal for use abroad. 35.(1) A company whose objects require or comprise the transaction of business in foreign countries may, if authorised by its articles, have for use in any territory, district, or place not situate in the United Kingdom, an official seal, which shall be a facsimile of the common seal of the company, with the addition on its face of the name of every territory, district or place where it is to be used. (2) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company. (3) A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place to affix the official seal to any deed or other document to which the company is party in that territory, district or place. (4) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent's authority has been given to the person dealing with him. (5) The person affixing any such official seal shall, by writing under his hand, certify on the deed or other instrument to which the seal is affixed the date on which and the place at which it is affixed. Authentication of documents. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 36 36. A document or proceeding requiring authentication by a company may be signed by a director, secretary or other authorised officer of the company, and need not be under its common seal. Dating of prospectus. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 37 37. A prospectus issued by or on behalf of a company or in relation to an intended company shall be dated, and that date shall, unless the contrary is proved, be taken as the date of publication of the prospectus. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 38 Matters to be stated and reports to be set out in prospectus. 38.(1) Subject to section thirty-nine, every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state the matters specified in Part I of the Third Schedule and set out the reports specified in Part II of that Schedule, and the said Parts I and II shall have effect subject to Part III of that Schedule. (2) A condition requiring or binding an applicant for shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus, shall be void. (3) Subject to sub-section (4) and section thirty-nine, it shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the requirements of this section. If any person acts in contravention of this sub-section, he shall be liable to a fine not exceeding five hundred pounds. (4) Sub-section (3) shall not apply if it is shown that the form of application was issued either (a)in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b)in relation to shares or debentures which were not offered to the public. (5) Subject to sub-section (6), in the event of non-compliance with or contravention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if (a)as regards any matter not disclosed, he proves that he was not cognisant thereof; or (b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or (c)the non-compliance or contravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused. (6) In the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph 16 of the Third Schedule, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. (7) This section shall not apply (a)to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; or (b)to the issue of a prospectus or form of application relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being [listed] on a prescribed stock exchange; (8) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 39 Exclusion of s.38 and relaxation of Third Schedule in case of certain prospectuses. 39.(1) Where (a)it is proposed to offer any shares in or debentures of a company to the public by a prospectus issued generally (that is to say, issued to persons who are not existing members or debenture holders of the company); and (b)application is made to a prescribed stock exchange for permission for those shares or debentures to be [listed] on that stock exchange; (2) If a certificate of exemption is given, and if the proposals aforesaid are adhered to and the particulars and information required to be published in connection with the application for permission made to the stock exchange are so published, then (a)a prospectus giving the particulars and information aforesaid in the form in which they are so required to be published shall be deemed to comply with the requirements of the Third Schedule; and (b)section thirty-eight shall not apply to any issue, after the permission applied for is granted, of a prospectus or form of application relating to the shares or debentures. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 40 Expert's consent to issue of prospectus containing statement by him. 40.(1) A prospectus inviting persons to subscribe for shares in or debentures of a company and including a statement purporting to be made by an expert shall not be issued unless (a)he has given and has not, before delivery of a copy of the prospectus for registration, withdrawn his written consent to the issue thereof with the statement included in the form and context in which it is included; and (b)a statement that he has given and has not withdrawn his consent as aforesaid appears in the prospectus. (2) If any prospectus is issued in contravention of this section the company and every person who is knowingly a party to the issue thereof shall be liable to a fine not exceeding five hundred pounds. (3) In this section "expert" includes engineer, valuer, accountant and any other person whose profession gives authority to a statement made by him. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 41 Registration of prospectus. 41.(1) No prospectus shall be issued by or on behalf of a company or in relation to an intended company unless, on or before the date of its publication, there has been delivered to the registrar of companies for registration a copy therof signed by every person who is named therein as a director or proposed director of the company, or by his agent authorised in writing, and having endorsed thereon or attached thereto (a)any consent to the issue of the prospectus required by section forty from any person as an expert; and (b)in the case of a prospectus issued generally also (i)a copy of any contract required by paragraph 14 of the Third Schedule to be stated in the prospectus or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof or, if in the case of a prospectus deemed by virtue of a certificate granted under section thirty-nine to comply with the requirements of that Schedule a contract or a copy thereof or a memorandum of a contract is required to be available for inspection in connection with the application made under that section to the stock exchange, a copy or, as the case may be, a memorandum of that contract; and (ii)where the persons making any report required by Part II of that Schedule have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in paragraph 29 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor. The references in sub-paragraph (i) of paragraph (b) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a foreign language, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts in a foreign language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof. (2) Every prospectus shall, on the face of it (a)state that a copy has been delivered for registration as required by this section; and (b)specify, or refer to statements included in the prospectus which specify, any documents required by this section to be endorsed on or attached to the copy so delivered. (3) The registrar shall not register a prospectus unless it is dated and the copy thereof signed in manner required by this section and unless it has endorsed thereon or attached thereto the documents, if any, specified as aforesaid. (4) If a prospectus is issued without a copy thereof being delivered under this section to the registrar or without the copy so delivered having endorsed thereon or attached thereto the required documents, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a fine not exceeding five pounds for every day from the date of the issue of the prospectus until a copy thereof is so delivered with the required documents endorsed thereon or attached thereto. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 42 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus. 42.(1) A company limited by shares or a company limited by guarantee and having a share capital shall not previously to the statutory meeting vary the terms of a contract referred to in the prospectus, or statement in lieu of prospectus, except subject to the approval of the statutory meeting. (2) This section shall not apply to a private company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 43 Civil liability for mis-statements in prospectus. 43.(1) Subject to the provisions of this section, where a prospectus invites persons to subscribe for shares in or debentures of a company, the following persons shall be liable to pay compensation to all persons who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement included therein, that is to say: (a)every person who is a director of the company at the time of the issue of the prospectus; (b)every person who has authorised himself to be named and is named in the prospectus as a director or as having agreed to become a director either immediately or after an interval of time; (c)every person being a promoter of the company; and (d)every person who has authorised the issue of the prospectus. (2) Where, under section forty, the consent of a person is required to the issue of a prospectus and he has given that consent, he shall not by reason of his having given it be liable under sub-section (1) as a person who has authorised the issue of the prospectus except in respect of an untrue statement purporting to be made by him as an expert. (3) Subject to sub-section (4), no person shall be liable under sub-section (1) if he proves (a)that, having consented to become a director of the company, he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent; or (b)that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent; or (c)that, after the issue of the prospectus and before allotment thereunder, he, on becoming aware of any untrue statement therein, withdrew his consent thereto and gave reasonable public notice of the withdrawal and of the reason therefor; or (d)that (i)as regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures, as the case may be, believe, that the statement was true; and (ii)as regards every untrue statement purporting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation, and he had reasonable ground to believe and did up to the time of the issue of the prospectus believe that the person making the statement was competent to make it and that person had given the consent required by section forty to the issue of the prospectus and had not withdrawn that consent before delivery of a copy of the prospectus for registration or, to the defendant's knowledge, before allotment thereunder; and <(iii)as regards every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document. (4) Sub-section (3) shall not apply in the case of a person liable, by reason of his having given a consent required of him by section forty, as a person who has authorised the issue of the prospectus in respect of an untrue statement purporting to be made by him as an expert. (5) A person who, apart from this sub-section would under sub-section (1) be liable, by reason of his having given a consent required of him by section forty, as a person who has authorised the issue of a prospectus in respect of an untrue statement purporting to be made by him as an expert shall not be so liable if he proves (a)that, having given his consent under9 slf4001that, having given his consent under section forty to the issue of the prospectus, he withdrew it in writing before delivery of a copy of the prospectus for registration; or (b)that, after delivery of a copy of the prospectus for registration and before allotment thereunder, he, on becoming aware of the untrue statement, withdrew his consent in writing and gave reasonable public notice of the withdrawal, and of the reason therefor; or (c)that he was competent to make the statement and that he had reasonable ground to believe and did up to the time of the allotment of the shares or debentures, as the case may be, believe that the statement was true. (6) Subject to sub-section (7), where (a)the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to the issue thereof; or (b)the consent of a person is required under section forty to the issue of the prospectus and he either has not given that consent or has withdrawn it before the issue of the prospectus; (7) A person shall not be deemed for the purposes of sub-section (6) to have authorised the issue of a prospectus by reason only of his having given the consent required by section forty to the inclusion therein of a statement purporting to be made by him as an expert. (8) For the purposes of this section (a)"promoter" means a promoter who was a party to the preparation of the prospectus, or of the portion thereof containing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company; and (b)"expert" has the same meaning as in section forty. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 44 Criminal liability for mis-statements in prospectus. 44.(1) Where a prospectus issued after the commencement of this Act includes any untrue statement, any person who authorised the issue of the prospectus shall be liable (a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine not exceeding five hundred pounds, or both; or (b)on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding one hundred pounds, or both; (2) A person shall not be deemed for the purposes of this section to have authorised the issue of a prospectus by reason only of his having given the consent required by section forty to the inclusion therein of a statement purporting to be made by him as an expert. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 45 Document containing offer of shares or debentures for sale to be deemed prospectus. 45.(1) Where a company allots or agrees to allot any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof. (2) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown (a)that an offer of the shares or debentures or of any of them for sale to the public was made within six months after the allotment or agreement to allot; or (b)that at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received. (3) Section thirty-eight as applied by this section shall have effect as if it required a prospectus to state in addition to the matters required by that section to be stated in a prospectus (a)the net amount of the consideration received or to be received by the company in respect of the shares or debentures to which the offer relates; and (b)the place and time at which the contract under which the said shares or debentures have been or are to be allotted may be inspected; (4) Where a person making an offer to which this section relates is a company or a partnership, it shall be sufficient if the document aforesaid is signed on behalf of the company or partnership by two directors of the company or not less than half of the partners, as the case may be, and any such director or partner may sign by his agent authorised in writing. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 46 Interpretation of provisions relating to prospectuses. 46. For the purposes of the foregoing provisions of this Part (a)a statement included in a prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b)a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. Prohibition of allotment unless minimum subscription received. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 47 47.(1) No allotment shall be made of any share capital of a company offered to the public for subscription unless the amount stated in the prospectus as the minimum amount which, in the opinion of the directors, must be raised by the issue of share capital in order to provide for the matters specified in paragraph 4 of the Third Schedule has been subscribed, and the sum payable on application for the amount so stated has been paid to and received by the company. For the purposes of this sub-section, a sum shall be deemed to have been paid to and received by the company if a cheque for that sum has been received in good faith by the company and the directors of the company have no reason for suspecting that the cheque will not be paid. (2) The amount so stated in the prospectus shall be reckoned exclusively of any amount payable otherwise than in cash and is in this Act referred to as "the minimum subscription". (3) The amount payable on application on each share shall not be less than five per cent. of the nominal amount of the share. (4) If the conditions aforesaid have not been complied with on the expiration of forty days after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within forty-eight days after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of five per cent. per annum from the expiration of the forty-eighth day so, however, that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. (5) Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section shall be void. (6) This section, except sub-section (3), shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 48 Prohibition of allotment in certain cases unless statement in lieu of prospectus delivered to registrar. 48.(1) A company having a share capital which does not issue a prospectus on or with reference to its formation, or which has issued such a prospectus but has not proceeded to allot any of the shares offered to the public for subscription, shall not allot any of its shares or debentures unless at least three days before the first allotment of either shares or debentures there has been delivered to the registrar of companies for registration a statement in lieu of prospectus signed by every person who is named therein as a director or a proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in Part I of the Fourth Schedule and, in the cases mentioned in Part II of that Schedule, setting out the reports specified therein, and the said Parts I and II shall have effect subject to Part III of that Schedule. (2) Every statement in lieu of prospectus delivered under sub-section (1) shall, where the persons making any such report as aforesaid have made therein or have, without giving the reasons, indicated therein any such adjustments as are mentioned in paragraph 5 of the Fourth Schedule, have endorsed thereon or attached thereto a written statement signed by those persons setting out the adjustments and giving the reasons therefor. (3) If a company acts in contravention of sub-section (1) or sub-section (2), the company and every director of the company who knowingly and wilfully authorises or permits the contravention shall be liable to a fine not exceeding one hundred pounds. (4) Where a statement in lieu of prospectus delivered to the registrar of companies under sub-section (1) includes any untrue statement, any person who authorised the delivery of the statement in lieu of prospectus for registration shall be liable (a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine not exceeding five hundred pounds, or both; or (b)on summary conviction, to imprisonment for a term not exceeding three months or a fine not exceeding one hundred pounds, or both; (5) For the purposes of this section (a)a statement included in a statement in lieu of prospectus shall be deemed to be untrue if it is misleading in the form and context in which it is included; and (b)a statement shall be deemed to be included in a statement in lieu of prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein. (6) This section shall not apply to a private company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 49 Effect of irregular allotment. 49.(1) An allotment made by a company to an applicant in contravention of section forty-seven or section forty-eight shall be voidable at the instance of the applicant within one month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in course of being wound up. (2) If any director of a company knowingly contravenes, or permits or authorises the contravention of, any of the provisions of the said sections with respect to allotment, he shall be liable to compensate the company and the allottee respectively for any loss, damages or costs which the company or the allottee may have sustained or incurred thereby, so, however, that proceedings to recover any such loss, damages or costs shall not be commenced after the expiration of two years from the date of the allotment. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 50 Applications for, and allotment of, shares and debentures. 50.(1) No allotment shall be made of any shares in or debentures of a company in pursuance of a prospectus issued generally and no proceedings shall be taken on applications made in pursuance of a prospectus so issued, until the beginning of the third day after that on which the prospectus is first so issued or such later time, if any, as may be specified in the prospectus. The beginning of the said third day or such later time as aforesaid is hereafter in this Act referred to as "the time of the opening of the subscription lists". (2) In sub-section (1), the reference to the day on which the prospectus is first issued generally shall be construed as referring to the day on which it is first so issued as a newspaper advertisement, so, however, that if it is not so issued as a newspaper advertisement before the third day after that on which it is first so issued in any other manner, the said reference shall be construed as referring to the day on which it is first so issued in any manner. (3) The validity of an allotment shall not be affected by any contravention of sub-section (1) or sub-section (2) but, in the event of any such contravention, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds. (4) In the application of this section to a prospectus offering shares or debentures for sale, sub-sections (1) and (3) shall have effect with the substitution of references to sale for references to allotment, and with the substitution for the reference to the company and every officer of the company who is in default of a reference to any person by or through whom the offer is made and who knowingly and wilfully authorises or permits the contravention. (5) An application for shares in or debentures of a company which is made in pursuance of a prospectus issued generally shall not be revocable until after the expiration of the third day after the time of the opening of the subscription lists, or the giving before the expiration of the said third day, by some person responsible under section forty-three for the prospectus, of a public notice having the effect under that section of excluding or limiting the responsibility of the person giving it. (6) In reckoning for the purposes of this section and section fifty-one the third day after another day, any intervening day which is a Saturday or Sunday or which is a bank holiday shall be disregarded, and if the third day (as so reckoned) is itself a Saturday or Sunday or such a bank holiday there shall for the said purposes be substituted the first day thereafter which is none of them. (7) This section shall not apply in relation to a prospectus to which paragraph (a) or paragraph (b) of sub-section (2) of section thirty-nine applies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 51 Allotment of shares and debentures to be dealt in on stock exchange. 51.(1) Where a prospectus, whether issued generally or not, states that application has been or will be made for permission for the shares or debentures offered thereby to be [listed] on any stock exchange, any allotment made on an application in pursuance of the prospectus shall, whenever made, be void if the permission has not been applied for before the third day after the first issue of the prospectus or if the permission has been refused before the expiration of three weeks from the date of the closing of the subscription lists or such longer period not exceeding six weeks as may, within the said three weeks, be notified to the applicant for permission by or on behalf of the stock exchange. (2) Where the permission has not been applied for as aforesaid, or has been refused as aforesaid, the company shall forthwith repay without interest all money received from applicants in pursuance of the prospectus, and, if any such money is not repaid within eight days after the company becomes liable to repay it, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of five per cent. per annum from the expiration of the eighth day, so, however, that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. (3) All money received as aforesaid shall be kept in a separate bank account so long as the company may become laible to repay it under sub-section (2); and, if default is made in complying with this sub-section, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds. (4) Any condition requiring or binding any applicant for shares or debentures to waive compliance with any requirement of this section shall be void. (5) For the purposes of this section, permission shall not be deemed to be refused if it is intimated that the application for it, though not at present granted, will be given further consideration. (6) This section shall have effect (a)in relation to any shares or debentures agreed to be taken by a person underwriting an offer thereof by a prospectus as if he had applied therefor in pursuance of the prospectus; and (b)in relation to a prospectus offering shares for sale with the following modifications (i)references to sale shall be substituted for references to allotment; (ii)the persons by whom the offer is made, and not the company, shall be liable under sub-section (2) to repay money received from applicants, and references to the company's liability under that sub-section shall be construed accordingly; and <(iii)for the reference in sub-section (3) to the company and every officer of the company who is in default there shall be substituted a reference to any person by or through whom the offer is made and who knowingly and wilfully authorises or permits the default. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 52 Return as to allotments. 52.(1) Whenever a company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall within one month thereafter deliver to the registrar of companies for registration (a)a return of the allotments [in the prescribed form], stating the number and nominal amount of the shares comprised in the allotment, the names and addresses of the allottees, and the amount, if any, paid or due and payable on each share [whether on account of the nominal value of the share or by way of premium]; and (b)in the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing constituting the title of the allottee to the allotment together with any contract of sale, or for services or other consideration in respect of which that allotment was made, such contracts being duly stamped, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted. (2) Where such a contract as above mentioned is not reduced to writing, the company shall within one month after the allotment deliver to the registrar of companies for registration the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and those particulars shall be deemed to be an instrument within the meaning of the Stamp Act, 1891, and the registrar may, as a condition of filing the particulars, require that the duty payable thereon be adjudicated under section twelve of that Act. (3) Subject to sub-section (4), if default is made in complying with this section, every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds for every day during which the default continues. (4) In case of default in delivering to the registrar of companies within one month after the allotment any document required to be delivered by this section, the company, or any officer liable for the default, may apply to the court for relief, and the court, if satisfied that the omission to deliver the document was accidental or due to inadvertence or that it is just and equitable to grant relief, may make an order extending the time for the delivery of the document for such period as the court may think proper. Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, etc. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 53 53.(1) It shall be lawful for a company to pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company if (a)the payment of the commission is authorised by the articles; and (b)the commission paid or agreed to be paid does not exceed ten per cent. of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less; and (c)the amount or rate per cent. of the commission paid or agreed to be paid is (i)in the case of shares offered to the public for subscription, disclosed in the prospectus; or (ii)in the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of prospectus and delivered before the payment of the commission to the registrar of companies for registration, and, where a circular or notice, not being a prospectus, inviting subscription for the shares is issued, also disclosed in that circular or notice; and (d)the number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in manner aforesaid. (2) Save as aforesaid, no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount or allowance to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise. (3) Nothing in this section shall affect the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay. (4) A vendor to, promoter of, or other person who receives payment in money or shares from, a company shall have and shall be deemed always to have had power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section. (5) If default is made in complying with the provisions of this section relating to the delivery to the registrar of the statement in the prescribed form, the company and every officer of the company who is in default shall be liable to a fine not exceeding twenty-five pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 54 Prohibition of provision of financial assistance by company for purchase of or subscription for its own or its holding company's shares. 54.(1) Subject to sub-section (2), it shall not be lawful for a company to give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company, or, where the company is a subsidiary company, in its holding company. (2) Nothing in sub-section (1) shall be taken to prohibit (a)where the lending of money is part of the ordinary business of a company, the lending of money by the company in the ordinary course of its business; (b)the provision by a company, in accordance with any scheme for the time being in force, of money for the purchase of, or subscription for, fully-paid shares in the company or its holding company, being a purchase or subscription by trustees of or for shares to be held by or for the benefit of employees of the company, including any director holding a salaried employment or office in the company; (c)the making by a company of loans to persons, other than directors, bona fide in the employment of the company with a view to enabling those persons to purchase or subscribe for fully-paid shares in the company or its holding company to be held by themselves by way of beneficial ownership. (3) If a company acts in contravention of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding one hundred pounds. Construction of references to offering shares or debentures to the public. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 55 55.(1) Any reference in this Act to offering shares or debentures to the public shall, subject to any provision to the contrary contained therein, be construed as including a reference to offering them to any section of the public, whether selected as members or debenture holders of the company concerned or as clients of the person issuing the prospectus or in any other manner, and references in this Act or in a company's articles to invitations to the public to subscribe for shares or debentures shall, subject as aforesaid, be similarly construed. (2) Sub-section (1) shall not be taken as requiring any offer or invitation to be treated as made to the public if it can properly be regarded, in all the circumstances, as not being calculated to result, directly or indirectly, in the shares or debentures becoming available for subscription or purchase by persons other than those receiving the offer or invitation, or otherwise as being a domestic concern of the persons making and receiving it, and in particular (a)a provision in a company's articles prohibiting invitations to the public to subscribe for shares or debentures shall not be taken as prohibiting the making to members or debenture holders of an invitation which can properly be regarded as aforesaid; and (b)the provisions of this Act relating to private companies shall be construed accordingly. Application of premiums received on issue of shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 56 56.(1) Where a company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premiums on those shares shall be transferred to an account, to be called "the share premium account", and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the share premium account were paid-up share capital of the company. (2) The share premium account may, notwithstanding anything in sub-section (1), be applied by the company in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares, in writing off (a)the preliminary expenses of the company; or (b)the expenses of, or the commission paid or discount allowed on, any issue of shares or debentures of the company; (3) Where a company has before the commencement of this Act issued any shares at a premium, this section shall apply as if the shares had been issued after the commencement of this Act, so, however, that any part of the premiums which has been so applied that it does not at the commencement of this Act form an identifiable part of the company's reserves within the meaning of the Sixth Schedule shall be disregarded in determining the sum to be included in the share premium account. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 57 Power to issue shares at a discount. 57.(1) Subject as provided in this section, it shall be lawful for a company to issue at a discount shares in the company of a class already issued, so, however, that (a)the issue of the shares at a discount must be authorised by resolution passed in general meeting of the company, and must be sanctioned by the court; (b)the resolution must specify the maximum rate of discount at which the shares are to be issued; (c)not less than one year must at the date of the issue have elapsed since the date on which the company was entitled to commence business; (d)the shares to be issued at a discount must be issued within one month after the date on which the issue is sanctioned by the court or within such extended time as the court may allow. (2) Where a company has passed a resolution authorising the issue of shares at a discount, it may apply to the court for an order sanctioning the issue, and on any such application the court, if, having regard to all the circumstances of the case, it thinks proper so to do, may make an order sanctioning the issue on such terms and conditions as it thinks fit. (3) Every prospectus relating to the issue of the shares must contain particulars of the discount allowed on the issue of the shares or of so much of that discount as has not been written off at the date of the issue of the prospectus. If default is made in complying with this sub-section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 58 Power to issue redeemable preference shares. 58.(1) Subject to the provisions of this section, a company limited by shares may, if so authorised by its articles, issue preference shares which are, or at the option of the company are to be liable, to be redeemed, so, however, that (a)no such shares shall be redeemed except out of profits of the company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purposes of the redemption; (b)no such shares shall be redeemed unless they are fully paid; (c)the premium, if any, payable on redemption, must have been provided for out of the profits of the company or out of the company's share premium account before the shares are redeemed; (d)where any such shares are redeemed otherwise than out of the proceeds of a fresh issue, there shall out of profits which would otherwise have been available for dividend be transferred to a reserve fund, to be called "the capital redemption reserve fund", a sum equal to the nominal amount of the shares redeemed, and the provisions of this Act relating to the reduction of the share capital of a company shall, except as provided in this section, apply as if the capital redemption reserve fund were paid-up share capital of the company. (2) Subject to the provisions of this section, the redemption of preference shares thereunder may be effected on such terms and in such manner as may be provided by the articles of the company. (3) The redemption of preference shares under this section by a company shall not be taken as reducing the amount of the company's authorised share capital. (4) Subject to sub-section (5), where in pursuance of this section a company has redeemed or is about to redeem any preference shares, it shall have power to issue shares up to the nominal amount of the shares redeemed or to be redeemed as if those shares had never been issued, and accordingly [for the purposes of Article 8 of the Finance (Miscellaneous Provisions) (Northern Ireland) Order 1973, the issue of shares in pursuance of this sub-section shall constitute a chargeable transaction if, and only if, the actual value of the shares so issued exceeds the value of the preference shares at the date of their redemption, and, where the issue of the shares does constitute a chargeable transaction for the purposes of that Article, the amount on which stamp duty on the relevant document relating to that transaction is chargeable under paragraph (5) of that Article shall be the difference between (a)the amount on which that duty would be so chargeable if no preference shares had been or were about to be redeemed; and (b)the value of the preference shares at the date of their redemption.] (5) Where new shares are issued before the redemption of the old shares, the new shares shall not, so far as relates to stamp duty, be deemed to have been issued in pursuance of sub-section (4) unless the old shares are redeemed within one month after the issue of the new shares. (6) The capital redemption reserve fund may, notwithstanding any- thing in this section, be applied by the company in paying up unissued shares of the company to be issued to members of the company as fully paid bonus shares. Power of company to arrange for different amounts being paid on shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 59 59. A company, if so authorised by its articles, may do any one or more of the following things (a)make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares; (b)accept from any member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up; (c)pay dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 60 Reserve liability of limited company. 60. A limited company may by special resolution determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up, and thereupon that portion of its share capital shall not be capable of being called up except in the event and for the purposes aforesaid. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 61 Power of company limited by shares to alter its share capital. 61.(1) A company limited by shares or a company limited by guarantee and having a share capital, if so authorised by its articles, may alter the conditions of its memorandum as follows, that is to say, it may (a)increase its share capital by new shares of such amount as it thinks expedient; (b)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (c)convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination; (d)subdivide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; (e)cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. (2) The powers conferred by this section must be exercised by the company in general meeting. (3) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital within the meaning of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 62 Notice to registrar of consolidation of share capital, conversion of shares into stock, etc. 62.(1) If a company having a share capital has (a)consolidated and divided its share capital into shares of larger amount than its existing shares; or (b)converted any shares into stock; or (c)re-converted stock into shares; or (d)subdivided its shares or any of them; or (e)redeemed any redeemable preference shares; or (f)cancelled any shares, otherwise than in connection with a reduction of share capital under section sixty-six; (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 63 Notice of increase of share capital. 63.(1) Where a company having a share capital, whether its shares have or have not been converted into stock, has increased its share capital beyond the registered capital, it shall, within fifteen days after the passing of the resolution authorising the increase, give to the registrar of companies notice of the increase, and the registrar shall record the increase. (2) The notice to be given as aforesaid shall include such particulars as may be prescribed with respect to the classes of shares affected and the conditions subject to which the new shares have been or are to be issued, and there shall be forwarded to the registrar of companies together with the notice a printed copy of the resolution authorising the increase [or a copy in some other form approved by the registrar]. (3) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 64 Power of unlimited company to provide for reserve share capital on re-registration. 64. An unlimited company having a share capital may, by its resolution for registration as a limited company in pursuance of this Act [or re-registration as a limited company in pursuance of Article 119 of the Companies (Northern Ireland) Order 1978], do either or both of the following things (a)increase the nominal amount of its share capital by increasing the nominal amount of each of its shares, but subject to the condition that no part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up; (b)provide that a specified portion of its uncalled share capital shall not be capable of being called up except in the event and for the purposes of the company being wound up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 65 Power of company to pay interest out of capital in certain cases. 65.(1) Where any shares of a company are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period, the company may pay interest on so much of that share capital as is for the time being paid up for the period and subject to the conditions and restrictions in this section mentioned, and may charge the sum so paid by way of interest to capital as part of the cost of construction of the work or building, or the provision of plant, so, however, that (a)no such payment shall be made unless it is authorised by the articles or by special resolution; (b)no such payment, whether authorised by the articles or by special resolution, shall be made without the previous sanction of the Ministry; (c)before sanctioning any such payment the Ministry may, at the expense of the company, appoint a person to inquire and report to it as to the circumstances of the case, and may, before making the appointment, require the company to give security for the payment of the costs of the inquiry; (d)the payment shall be made only for such period as may be determined by the Minstry, and that period shall in no case extend beyond the close of the half year next after the half year during which the works or buildings have been actually completed or the plant provided; (e)the rate of interest shall in no case exceed four per cent. per annum or such other rate as may for the time being be prescribed by orders made by the Ministry of Finance; (f)the payment of the interest shall not operate as a reduction of the amount paid up on the shares in respect of which it is paid; Para.(g) rep. by 1978 NI 12 art.153(2) sch.7 (2) Orders made under this section by the Ministry of Finance shall be subject to negative resolution. Special resolution for reduction of share capital. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 66 66.(1) Subject to confirmation by the court, a company limited by shares or a company limited by guarantee and having a share capital may, if so authorised by its articles, by special resolution reduce its share capital in any way, and in particular, without prejudice to the generality of the foregoing power, may (a)extinguish or reduce the liability on any of its shares in respect of share capital not paid up; or (b)either with or without extinguishing or reducing liability on any of its shares, cancel any paid-up share capital which is lost or unrepresented by available assets; or (c)either with or without extinguishing or reducing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company; (2) A special resolution under this section is in this Act referred to as "a resolution for reducing share capital". COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 67 Application to court for confirming order, objections by creditors' and settlement of list of objecting creditors. 67.(1) Where a company has passed a resolution for reducing share capital, it may apply to the court for an order confirming the reduction. (2) Where the proposed reduction of share capital involves either diminution of liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, and in any other case if the court so directs, the following provisions shall have effect, subject nevertheless to sub-section (3): (a)every creditor of the company who at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction; (b)the court shall settle a list of creditors so entitled to object, and for that purpose shall ascertain, as far as possible without requiring an application from any creditor, the names of those creditors and the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the list are to claim to be so entered or are to be excluded from the right of objecting to the reduction; (c)where a creditor entered on the list whose debt or claim is not discharged or has not determined does not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor, on the company securing payment of his debt or claim by appropriating, as the court may direct, the following amount: (i)if the company admits the full amount of the debt or claim, or, though not admitting it, is willing to provide for it, then the full amount of the debt or claim; (ii)if the company does not admit and is not willing to provide for the full amount of the debt or claim, or if the amount is contingent or not ascertained, then an amount fixed by the court after the like inquiry and adjudication as if the company were being wound up by the court. (3) Where a proposed reduction of share capital involves either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid-up share capital, the court may, if, having regard to any special circumstances of the case, it thinks proper so to do, direct that sub-section (2) shall not apply as regards any class or any classes of creditors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 68 Order confirming reduction and powers of court on making such order. 68.(1) The court, if satisfied, with respect to every creditor of the company who under section sixty-seven is entitled to object to the reduction, that either his consent to the reduction has been obtained or his debt or claim has been discharged or has determined, or has been secured, may make an order confirming the reduction on such terms and conditions as it thinks fit. (2) Where the court makes any such order, it may (a)if for any special reason it thinks proper so to do, make an order, directing that the company shall, during such period, commencing on or at any time after the date of the order, as is specified in the order, add to its name as the last words thereof the words "and reduced"; and (b)make an order requiring the company to publish as the court directs the reasons for reduction or such other information in regard thereto as the court may think expedient with a view to giving proper information to the public, and, if the court thinks fit, the causes which led to the reduction. (3) Where a company is ordered to add to its name the words "and reduced", those words shall, until the expiration of the period specified in the order, be deemed to be part of the name of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 69 Registration of order and minute of reduction. 69.(1) The registrar of companies, on production to him of an order of the court confirming the reduction of the share capital of a company, and the delivery to him of an office copy of the order and of a minute approved by the court showing, with respect to the share capital of the company as altered by the order, the amount of the share capital, the number of shares into which it is to be divided, and the amount of each share, and the amount, if any, at the date of the registration deemed to be paid up on each share, shall register the order and minute. (2) On the registration of the order and minute, and not before, the resolution for reducing share capital as confirmed by the order so registered shall take effect. (3) Notice of the registration shall be published in such manner as the court may direct. (4) The registrar shall certify under his hand the registration of the order and minute, and his certificate shall be conclusive evidence that all the requirements of this Act with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the minute. (5) The minute when registered shall be deemed to be substituted for the corresponding part of the memorandum, and shall be valid and alterable as if it had been originally contained therein. (6) The substitution of any such minute as aforesaid for part of the memorandum of the company shall be deemed to be an alteration of the memorandum within the meaning of section twenty-five. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 70 Liability of members in respect of reduced shares. 70.(1) Subject to sub-section (2), in the case of a reduction of share capital, a member of the company, past or present, shall not be liable in respect of any share to any call or contribution exceeding in amount the difference, if any, between the amount of the share as fixed by the minute and the amount paid, or the reduced amount, if any, which is to be deemed to have been paid, on the share, as the case may be. (2) If any creditor, entitled in respect of any debt or claim to object to the reduction of share capital, is, by reason of his ignorance of the proceedings for reduction, or of their nature and effect with respect to his claim, not entered on the list of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Act with respect to winding up by the court, to pay the amount of his debt or claim, then (a)every person who was a member of the company at the date of the registration of the order for reduction and minute, shall be liable to contribute for the payment of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day before the said date; and (b)if the company is wound up, the court, on the application of any such creditor and proof of his ignorance as aforesaid, may, if it thinks fit, settle accordingly a list of persons so liable to contribute, and make and enforce calls and orders on the contributories settled on the list, as if they were ordinary contributories in a winding up. (3) Nothing in this section shall affect the rights of the contributories among themselves. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 71 Penalty for concealing name of creditor, etc. 71. If any officer of the company (a)wilfully conceals the name of any creditor entitled to object to the reduction; or (b)wilfully misrepresents the nature or amount of the debt or claim of any creditor; or (c)aids, abets or is privy to any such concealment or misrepresentation as aforesaid; Rights of holders of special classes of shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 72 72.(1) If, in the case of a company the share capital of which is divided into different classes of shares, provision is made by the memorandum or articles for authorising the variation of the rights attached to any class of shares in the company, subject to the consent of any specified proportion of the holders of the issued shares of that class or the sanction of a resolution passed at a separate meeting of the holders of those shares, and in pursuance of the said provision the rights attached to any such class of shares are at any time varied, the holders of not less in the aggregate than fifteen per cent. of the issued shares of that class, being persons who did not consent to or vote in favour of the resolution for the variation, may apply to the court to have the variation cancelled, and, where any such application is made, the variation shall not have effect unless and until it is confirmed by the court. (2) ..., an application under this section must be made within twenty-one days after the date on which the consent was given or the resolution was passed, as the case may be, and may be made on behalf of the shareholders entitled to make the application by such one or more of their number as they may appoint in writing for the purpose. (3) On any such application the court, after hearing the applicant and any other persons who apply to the court to be heard and appear to the court to be interested in the application, may, if it is satisfied, having regard to all the circumstances of the case, that the variation would unfairly prejudice the shareholders of the class represented by the applicant, disallow the variation and shall, if not so satisfied, confirm the variation. (4) The decision of the court on any such application shall be final. (5) The company shall within fifteen days after the making of an order by the court on any such application forward an office copy of the order to the registrar of companies, and, if default is made in complying with this provision, the company and every officer of the company who is in default shall be liable to a default fine. (6) In this section "variation" includes abrogation. Subs.(7) rep. by 1978 NI 12 art.153(2) sch.7 Nature of shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 73 73. The shares or other interest of any member in a company shall be personal estate, transferable in manner provided by the articles of the company, and shall not be of the nature of real estate. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 74 Numbering of shares. 74.(1) Subject to sub-section (2), each share in a company having a share capital shall be distinguished by its appropriate number. (2) If at any time all the issued shares in a company, or all the issued shares therein of a particular class, are fully paid up and rank pari passu for all purposes, none of those shares need thereafter have a distinguishing number so long as it remains fully paid up and ranks pari passu for all purposes with all shares of the same class for the time being issued and fully paid up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 75 Transfer not to be registered except on production of instrument of transfer. 75.(1) Subject to sub-section (2), notwithstanding anything in the articles of a company, it shall not be lawful for the company to register a transfer of shares in or debentures of the company unless a proper instrument of transfer has been delivered to the company. (2) Nothing in sub-section (1) shall prejudice any power of the company to register as shareholder or debenture holder any person to whom the right to any shares in or debentures of the company has been transmitted by operation of law. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 76 Transfer by personal representative. 76. A transfer of the share or other interest of a deceased member of a company made by his personal representative shall, although the personal representative is not himself a member of the company, be as valid as if he had been such a member at the time of the execution of the instrument of transfer. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 77 Registration of transfer at request of transferor. 77. On the application of the transferor of any share or interest in a company, the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 78 Notice of refusal to register transfer. 78.(1) If a company refuses to register a transfer of any shares or debentures, the company shall, within two months after the date on which the transfer was lodged with the company, send to the transferee notice of the refusal. (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 79 Certification of transfers. 79.(1) The certification by a company of any instrument of transfer of shares in or debentures of the company shall be taken as a representation by the company to any person acting on the faith of the certification that there have been produced to the company such documents as on the face of them show a prima facie title to the shares or debentures in the transferor named in the instrument of transfer, but not as a representation that the transferor has any title to the shares or debentures. (2) Where any person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him as if the certification had been made fraudulently. (3) For the purposes of this section (a)an instrument of transfer shall be deemed to be certificated if it bears the words "certificate lodged" or words to the like effect; (b)the certification of an instrument of transfer shall be deemed to be made by a company if (i)the person issuing the instrument is a person authorised to issue certificated instruments of transfer on the company's behalf; and (ii)the certification is signed by a person authorised to certificate transfers on the company's behalf or by any officer or servant either of the company or of a body corporate so authorised; (c)a certification shall be deemed to be signed by any person if (i)it purports to be authenticated by his signature or initials (whether handwritten or not); and (ii)it is not shown that the signature or initials was or were placed there neither by himself nor by any person authorised to use the signature or initials for the purpose of certificating transfers on the company's behalf. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 80 Duties of company with respect to issue of certificates. 80.(1) Every company shall, within two months after the allotment of any of its shares, debentures or debenture stock and within two months after the date on which a transfer of any such shares, debentures or debenture stock is lodged with the company, complete and have ready for delivery the certificates of all shares, the debentures and the certificates of all debenture stock allotted or transferred, unless the conditions of issue of the shares, debentures or debenture stock otherwise provide [or unless the allotment or transfer is to a stock exchange nominee]. For the purpose of this sub-section "transfer" means a transfer duly stamped and otherwise valid, and does not include such a transfer as the company is for any reason entitled to refuse to register and does not register [and "stock exchange nominee" means any person whom the Department designates by order as a nominee of The Stock Exchange for the purposes of this section]. (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. (3) If any company on whom a notice has been served requiring the company to make good any default in complying with sub-section (1) fails to make good the default within ten days after the service of the notice, the court may, on the application of the person entitled to have the certificates or the debentures delivered to him, make an order directing the company and any officer of the company to make good the default within such time as may be specified in the order, and any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officer of the company responsible for the default. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 81 Certificate to be evidence of title. 81. A certificate, under the common seal of the company [or the seal kept by the company by virtue of Article 4 of the Stock Exchange (Completion of Bargains) (Northern Ireland) Order 1977] [or the seal kept by the company by virtue of Article 132 of the Companies (Northern Ireland) Order 1978], specifying any shares held by any member, shall be prima facie evidence of the title of the member to the shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 82 Evidence of grant of probate. 82. The production to a company of any document which is by law sufficient evidence of probate of the will, or letters of administration of the estate, or confirmation as executor, of a deceased person having been granted to some person shall be accepted by the company, notwithstanding anything in its articles, as sufficient evidence of the grant. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 83 Issue and effect of share warrants to bearer. 83.(1) A company limited by shares, if so authorised by its articles, may, with respect to any fully paid-up shares, issue under its common seal a warrant stating that the bearer of the warrant is entitled to the shares therein specified, and may provide, by coupons or otherwise, for the payment of the future dividends on the shares included in the warrant. (2) Such a warrant as aforesaid is in this Act referred to as a "share warrant". (3) A share warrant shall entitle the bearer thereof to the shares therein specified, and the shares may be transferred by delivery of the warrant. S.84 rep. by 1969 c.16 (NI) s.31(2) sch.3 Pt.I Provisions as to registers of debenture holders. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 85 85.(1) Neither a register of holders of debentures of a company nor a duplicate of any such register or part of any such register which is kept outside Northern Ireland shall, if kept in Northern Ireland, be kept elsewhere than at the registered office of the company, any other office of the company at which the work of making it up is done, or, if the company arranges with some other person for the making up of the register or duplicate to be undertaken on behalf of the company by that other person, at the office of that other person at which the work is done, and where a company keeps in Northern Ireland both such a register and such a duplicate, it shall keep them at the same place. (2) Subject to sub-section (3), every company which keeps any such register or duplicate in Northern Ireland shall send notice [in the prescribed form] to the registrar of companies of the place where the register or duplicate is kept and of any change in that place. (3) A company shall not be bound to send notice under sub-section (2) where the register or duplicate has, at all times since it came into existence, or in the case of a company which came into existence after the commencement of this Act, at all times since then, been kept at the registered office of the company. (4) Where a company makes default in complying with sub-section (1) or makes default for fourteen days in complying with sub-section (2), the company and every officer of the company who is in default shall be liable to a default fine. (5) Where the register of holders of debentures of the company is kept at the office of some person other than the company and by reason of any default of his the company makes default in complying with sub-section (1) or sub-section (2), that other person shall be liable to the same penalty as if he were an officer of the company who was in default. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 86 Rights of inspection of register of debenture holders and to copies of register and trust deed. 86.(1) Every register of holders of debentures of a company shall, except when duly closed (but subject to such reasonable restrictions as the company may in general meeting impose, so that not less than two hours in each day shall be allowed for inspection), be open to the inspection of the registered holder of any such debentures or any holder of shares in the company without fee, and of any other person on payment of a fee of [five new pence] or such less sum as may be prescribed by the company. (2) Any such registered holder of debentures or holder of shares as aforesaid or any other person may require a copy of the register of the holders of debentures of the company or any part thereof [on payment of ten new pence, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied]. (3) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures at his request on payment in the case of a printed trust deed of the sum of [twenty new pence] or such less sum as may be prescribed by the company, or, where the trust deed has not been printed [on payment of ten new pence, or such less sum as may be prescribed by the company, for every hundred words or fractional part thereof required to be copied]. (4) If inspection is refused, or a copy is refused or not forwarded, the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds, and further shall be liable to a default fine of two pounds. (5)Where a company is in default as aforesaid, the court may by order compel an immediate inspection of the register or direct that the copies required shall be sent to the person requiring them. (6) For the purposes of this section, a register shall be deemed to be duly closed if closed in accordance with provisions contained in the articles or in the debentures or, in the case of debenture stock, in the stock certificates, or in the trust deed or other document securing the debentures or debenture stock, during such period or periods, not exceeding in the whole thirty days in any year, as may be therein specified. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 87 Liability of trustees for debenture holders. 87.(1) Subject to sub-sections (2) to (4), any provision contained in a trust deed for securing an issue of debentures, or in any contract with the holders of debentures secured by a trust deed, shall be void in so far as it would have the effect of exempting a trustee thereof from or indemnifying him against liability for breach of trust where he fails to show the degree of care and diligence required of him as trustee, having regard to the provisions of the trust deed conferring on him any powers, authorities or discretions. (2) Sub-section (1) shall not invalidate (a)any release otherwise validly given in respect of anything done or omitted to be done by a trustee before the giving of the release; or (b)any provision enabling such a release to be given (i)on the agreement thereto of a majority of not less than three-fourths in value of the debenture holders present and voting in person or, where proxies are permitted, by proxy at a meeting summoned for the purpose; and (ii)either with respect to specific acts or omissions or on the trustee dying or ceasing to act. (3) Sub-section (1) shall not operate (a)to invalidate any provision in force at the commencement of this Act so long as any person then entitled to the benefit of that provision or afterwards given the benefit thereof under sub-section (4) remains a trustee of the deed in question; or (b)to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force. (4) While any trustee of a trust deed remains entitled to the benefit of a provision saved by sub-section (3), the benefit of that provision may be given either (a)to all trustees of the deed, present and future; or (b)to any named trustees or proposed trustees thereof; Perpetual debentures. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 88 88. A condition contained in any debentures or in any deed for securing any debentures, whether issued or executed before or after the commencement of this Act, shall not be invalid by reason only that the debentures are thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 89 Power to re-issue redeemed debentures in certain cases. 89.(1) Where either before or after the commencement of this Act a company has redeemed any debentures previously issued, then (a)unless any provision to the contrary, whether express or implied, is contained in the articles or in any contract entered into by the company; or (b)unless the company has, by passing a resolution to that effect or by some other act, manifested its intention that the debentures shall be cancelled; (2) Subject to section ninety, on a re-issue of redeemed debentures the person entitled to the debentures shall have, and shall be deemed always to have had, the same priorities as if the debentures had never been redeemed. (3) Where a company has either before or after the commencement of this Act deposited any of its debentures to secure advances from time to time on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the company having ceased to be in debit whilst the debentures remained so deposited. (4) Subject to sub-section (5), the re-issue of a debenture or the issue of another debenture in its place under the power by this section given to, or deemed to have been possessed by, a company, whether the re-issue or issue was made before or after the commencement of this Act, shall be treated as the issue of a new debenture for the purposes of stamp duty, but it shall not be so treated for the purposes of any provision limiting the amount or number of debentures to be issued. (5) Any person lending money on the security of a debenture re-issued under this section which appears to be duly stamped may give the debenture in evidence in any proceedings for enforcing his security without payment of the stamp duty or any penalty in respect thereof, unless he had notice or, but for his negligence, might have discovered, that the debenture was not duly stamped, but in any such case the company shall be liable to pay the proper stamp duty and penalty. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 90 Saving, in case of re-issued debentures, of rights of certain mortgagees. 90. Whereas by section one hundred and four of the Companies (Consolidation) Act, 1908, it was provided that, upon the re-issue of redeemed debentures, the person entitled to the debentures should have the same rights and priorities as if the debentures had not previously been issued: And whereas section forty-nine of the Companies Act (Northern Ireland), 1930, amended the said section one hundred and four so as to provide (amongst other things) that the said person should have the same priorities as if the debentures had never been redeemed, but saved, in the case of debentures redeemed before, but re-issued after, the date of the commencement of that Act (that is to say, the first day of January, nineteen hundred and thirty-three), the rights and priorities of persons under mortgages and charges created before that date: Now, therefore, where any debentures which were redeemed before the said first day of January have been re-issued after that day and before the commencement of this Act, or are re-issued after the commencement of this Act, the re-issue of the debentures shall not prejudice and shall be deemed never to have prejudiced any right or priority which any person would have had under or by virtue of any such mortgage or charge as aforesaid if the said section one hundred and four, as originally enacted, had been enacted in this Act instead of section eighty-nine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 91 Specific performance of contracts to subscribe for debentures. 91. A contract with a company to take up and pay for any debentures of the company may be enforced by an order for specific performance. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 92 Payment of certain debts out of assets subject to floating charge in priority to claims under the charge. 92.(1) Where either a receiver is appointed on behalf of the holders of any debentures of the company secured by a floating charge, or possession is taken by or on behalf of those debenture holders of any property comprised in or subject to the charge, then, if the company is not at the time in course of being wound up, the debts which in every winding up are under the provisions of Part V relating to preferential payments to be paid in priority to all other debts, shall be paid out of any assets coming to the hands of the receiver or other person taking possession as aforesaid in priority to any claim for principal or interest in respect of the debentures. (2) The periods of time mentioned in the said provisions of Part V shall be reckoned from the date of .... the appointment of the receiver or of possession being taken as aforesaid, as the case may be. (3) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors. Registration of charges created by companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 93 93.(1) Subject to the provisions of this Part, every charge created after the fixed date by a company and being a charge to which this section applies shall, so far as any security on the company's property or undertaking is conferred thereby, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the charge together with the instrument, if any, by which the charge is created or evidenced, are delivered to or received by the registrar of companies for registration in manner required by this Act within twenty-one days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a charge becomes void under this section the money secured thereby shall immediately become payable. (2) This section applies to the following charges: (a)a charge for the purpose of securing any issue of debentures; (b)a charge on uncalled share capital of the company; (c)a charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale; (d)a charge on land, wherever situate, or any interest therein, but not including a charge for any rent or other periodical sum issuing out of land; (e)a charge on book debts of the company; (f)a floating charge on the undertaking or property of the company; (g)a charge on calls made but not paid; (h)a charge on a ship [or aircraft] or any share in a ship; (i)a charge on goodwill, on a patent or a licence under a patent, on a trademark or on a copyright or a licence under a copyright. (3) In the case of a charge created out of the United Kingdom comprising property situate outside the United Kingdom, the delivery to and the receipt by the registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced shall have the same effect for the purposes of this section as the delivery and receipt of the instrument itself, and twenty-one days after the date on which the instrument or copy could, in due course of post, and if despatched with due diligence, have been received in Northern Ireland shall be substituted for twenty-one days after the date of the creation of the charge as the time within which the particulars and instrument or copy are to be delivered to the registrar. (4) Where a charge is created in the United Kingdom but comprises property outside the United Kingdom, the instrument creating or purporting to create the charge may be sent for registration under this section notwithstanding that further proceedings may be necessary to make the charge valid or effectual according to the law of the country in which the property is situate. (5) Where a charge comprises property situate in Great Britain and registration in the country where the property is situate is necessary to make the charge valid or effectual according to the law of that country, the delivery to and the receipt by the registrar of a copy verified in the prescribed manner of the instrument by which the charge is created or evidenced, together with a certificate in the prescribed form stating that the charge was presented for registration in the country in which the property is situated, on the date on which it was so presented shall, for the purposes of this section, have the same effect as the delivery and receipt of the instrument itself. (6) Where a negotiable instrument has been given to secure the payment of any book debts of a company the deposit of the instrument for the purpose of securing an advance to the company shall not, for the purposes of this section, be treated as a charge on those book debts. (7) The holding of debentures entitling the holder to a charge on land shall not for the purposes of this section be deemed to be an interest in land. (8) Where a series of debentures containing, or giving by reference to any other instrument, any charge to the benefit of which the debenture holders of that series are entitled pari passu is created by a company, it shall, for the purposes of this section, be sufficient if there are delivered to or received by the registrar, within twenty-one days after the execution of the deed containing the charge or, if there is no such deed, after the execution of any debentures of the series, the following particulars [in the prescribed form]: (a)the total amount secured by the whole series; and (b)the dates of the resolutions authorising the issue of the series and the date of the covering deed, if any, by which the security is created or defined; and (c)a general description of the property charged; and (d)the names of the trustees, if any, for the debenture holders; (9) Where any commission, allowance or discount has been paid or made either directly or indirectly by a company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any debentures of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any such debentures, the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per cent. of the commission, discount or allowance so paid or made, but omission to do this shall not affect the validity of the debentures issued, so, however, that the deposit of any debentures as security for any debt of the company shall not, for the purposes of this sub-section, be treated as the issue of the debentures at a discount. (10) In this Part (a)"charge" includes mortgage; (b)"the fixed date" means in relation to the charges specified in paragraphs (a) to (f) of sub-section (2), the first day of July, nineteen hundred and eight, and in relation to the charges specified in paragraphs (g) to (i) of that sub-section, the first day of January, nineteen hundred and thirty-three. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 94 Duty of company to register charges created by company. 94.(1) It shall be the duty of a company to send to the registrar of companies for registration the particulars of every charge created by the company and of the issues of debentures of a series requiring registration under section ninety-three, but registration of any such charge may be effected on the application of any person interested therein. (2) Where registration is effected on the application of some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him to the registrar on the registration. (3) If any company makes default in sending to the registrar for registration the particulars of any charge created by the company or of the issues of debentures of a series requiring registration as aforesaid, then, unless the registration has been effected on the application of some other person, the company and every officer of the company who is in default shall be liable to a default fine of fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 95 Duty of company to register charges existing on property acquired. 95.(1) Where a company acquires any property which is subject to a charge of any such kind as would, if it had been created ... after the acquisition of the property, have been required to be registered under this Part, the company shall cause the prescribed particulars of the charge, together with a copy (certified in the prescribed manner to be a correct copy) of the instrument, if any, by which the charge was created or is evidenced, to be delivered to the registrar of companies for registration in manner required by this Act within twenty-one days after the date on which the acquisition is completed, so, however, that if the property is situate and the charge was created outside Northern Ireland, twenty-one days after the date on which the copy of the instrument could in due course of post, and if despatched with due diligence, have been received in Northern Ireland shall be substituted for twenty-one days after the completion of the acquisition as the time within which the particulars and the copy of the instrument are to be delivered to the registrar. (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine of fifty pounds. Registration of orders charging land, etc. [ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 95A 95A.(1) Where (a)a charge imposed by an order under [Article 46 of the Judgments Enforcement (Northern Ireland) Order 1981] or notice thereof is registered in the Land Registry against registered land or any estate in registered land of a company; or (b)any such order is registered in the Registry of Deeds against any unregistered land or estate in land of a company; (2) The registrar of companies shall on receipt of such copies (a)register one of them in accordance with the provisions of section 96; and (b)not later than seven days from the date of such receipt, cause the other copy together with a certificate of registration under section 96(2) to be sent to the company against which the judgment was given. (3) Where any charge to which sub-section (1) applies is vacated, the Registrar of Titles or, as the case may be, the Registrar of Deeds shall cause a certified copy of the certificate of satisfaction lodged under [Article 132(1) of the Judgments Enforcement (Northern Ireland) Order 1981] to be delivered to the registrar of companies for entry of a memorandum of satisfaction pursuant to section 98.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 96 Register of charges to be kept by registrar of companies. 96.(1) The registrar of companies shall keep, with respect to each company, a register in the prescribed form of all the charges requiring registration under this Part, and shall, [on payment of such fee as may be specified by regulations made by the Ministry], enter in the register with respect to such charges the following particulars: (a)in the case of a charge to the benefit of which the holders of a series of debentures are entitled, such particulars as are specified in sub-section (8) of section ninety-three; (b)in the case of any other charge (i)if the charge is a charge created by the company, the date of its creation, and if the charge was a charge existing on property acquired by the company, the date of the acquisition of the property; and [(ia)if the charge was imposed by the Enforcement of Judgments Office under [Article 46 of the Judgments Enforcement (Northern Ireland) Order 1981], the date on which the charge became effective;] (ii)the amount secured by the charge; and <(iii)short particulars of the property charged; and <(iv)the persons entitled to the charge. (2) The registrar shall give a certificate under his hand of the registration of any charge registered in pursuance of this Part, stating the amount thereby secured, and the certificate shall be conclusive evidence that the requirements of this Part as to registration have been complied with. (3) The register kept in pursuance of this section shall be open to inspection by any person [on payment of such fee, not exceeding [five new pence] for each inspection as may be specified by regulations made by the Ministry.] [(4) Regulations made under this section shall be subject to negative resolution.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 97 Endorsement of certificate of registration on debentures. 97.(1) Subject to sub-section (2), the company shall cause a copy of every certificate of registration given under section ninety-six to be endorsed on every debenture or certificate of debenture stock which is issued by the company and the payment of which is secured by the charge so registered. (2) Nothing in sub-section (1) shall be construed as requiring a company to cause a certificate of registration of any charge so given to be endorsed on any debenture or certificate of debenture stock issued by the company before the charge was created. (3) If any person knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock which under this section is required to have endorsed on it a copy of a certificate of registration without the copy being so endorsed upon it, he shall, without prejudice to any other liability, be liable to a fine not exceeding one hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 98 Entries of satisfaction and release of property from charge. 98. The registrar of companies, [on receipt of a statutory declaration in the prescribed form verifying] with respect to any registered charge (a)that the debt for which the charge was [created] has been paid or satisfied in whole or in part; or (b)that part of the property or undertaking charged has been released from the charge or has ceased to form part of the company's property or undertaking; Rectification of register of charges. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 99 99. The court, on being satisfied that the omission to register a charge within the time required by this Act or that the omission or mis-statement of any particular with respect to any such charge or in a memorandum of satisfaction was accidental, or due to inadvertence or to some other sufficient cause, or is not of a nature to prejudice the position of creditors or shareholders of the company, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the court just and expedient, order that the time for registration shall be extended, or, as the case may be, that the omission or mis-statement shall be rectified. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 100 Registration of enforcement of security. 100.(1) If any person obtains an order for the appointment of a receiver or manager of the property of a company, or appoints such a receiver or manager under any powers contained in any instrument, he shall, within seven days from the date of the order or of the appointment under the said powers, give notice of the fact to the registrar of companies, and the registrar shall, [on payment of such fee as may be specified by regulations made by the Ministry], enter the fact in the register of charges. (2) Where any person appointed receiver or manager of the property of a company under the powers contained in any instrument ceases to act as such receiver or manager, he shall, on so ceasing, give the registrar of companies notice to that effect, and the registrar shall enter the notice in the register of charges. (3) If any person makes default in complying with this section, he shall be liable to a fine not exceeding five pounds for every day during which the default continues. [(3A) Any notice under this section shall be in the prescribed form.] [(4) Regulations made under this section shall be subject to negative resolution.] Copies of instruments creating charges to be kept. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 101 101. Every company shall cause a copy of every instrument creating any charge requiring registration under this Part [including every [order or notice] a copy of which has been delivered to the company under section 95A] to be kept at the same office as its register of members is kept, so, however, that, in the case of a series of uniform debentures, a copy of one debenture of the series shall be sufficient. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 102 Company's register of charges. 102.(1) Every limited company shall keep at the same office as its register of members is kept a register of charges and enter therein all charges specifically affecting property of the company and all floating charges on the undertaking or any property of the company, giving in each case a short description of the property charged, the amount of the charge, and, except in the case of securities to bearer, the names of the persons entitled thereto. (2) If any officer of the company knowingly and wilfully authorises or permits the omission of any entry required to be made in pursuance of this section, he shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 103 Right to inspect copies of instruments creating mortgages and charges and company's register of charges. 103.(1) [The copies of instruments referred to in section 101], and the register of charges kept in pursuance of section one hundred and two, shall be open during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day shall be allowed for inspection) to the inspection of any creditor or member of the company without fee, and the register of charges shall also be open to the inspection of any other person on payment of such fee, not exceeding [five new pence] for each inspection, as the company may prescribe. (2) If inspection of the said copies or register is refused, every officer of the company who is in default shall be liable to a fine not exceeding five pounds and a further fine not exceeding two pounds for every day during which the refusal continues. (3) If any such refusal occurs, the court may by order compel an immediate inspection of the copies or register. Application of Part III to charges created, and property subject to charge acquired, by company incorporated outside Northern Ireland. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 103A 103A. The provisions of this Part shall extend to charges on property in Northern Ireland which are created, and to charges on property in Northern Ireland which is acquired, by a company (whether a company within the meaning of this Act or not) incorporated outside Northern Ireland which has an established place of business in Northern Ireland.] S.104 rep. by 1978 NI 12 art.153(2) sch.7 Publication of name by company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 105 105.(1) Every company (a)shall paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position, in letters easily legible; and (b)shall have its name engraven in legible characters on its seal; and (c)shall have its name mentioned in legible characters in all business letters of the company and in all notices and other official publications of the company, and in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and in all bills of parcels, invoices, receipts and letters of credit of the company. (2) If a company does not paint or affix its name in manner directed by this Act, the company and every officer of the company who is in default shall be liable to a fine not exceeding five pounds, and if a company does not keep its name painted or affixed in manner so directed, the company and every officer of the company who is in default shall be liable to a default fine. (3) If a company fails to comply with paragraph (b) or paragraph (c) of sub-section (1), the company shall be liable to a fine not exceeding fifty pounds. (4) If an officer of a company or any person on its behalf (a)uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid; or (b)issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods wherein its name is not mentioned in manner aforesaid; or (c)issues or authorises the issue of any bill of parcels, invoice, receipt or letter of credit of the company wherein its name is not mentioned in manner aforesaid; Restrictions on commencement of business. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 106 106.(1) Where a company having a share capital has issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless (a)shares held subject to the payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription; and (b)every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares offered for public subscription; and (c)no money is or may become liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reason of any failure to apply for or to obtain permission for the shares or debentures to be dealt in on any stock exchange; and (d)there has been delivered to the registrar of companies for registration a statutory declaration by the secretary or one of the directors, in the prescribed form, that the aforesaid conditions have been complied with. (2) Where a company having a share capital has not issued a prospectus inviting the public to subscribe for its shares, the company shall not commence any business or exercise any borrowing powers unless (a)there has been delivered to the registrar of companies for registration a statement in lieu of prospectus; and (b)every director of the company has paid to the company, on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash, a proportion equal to the proportion payable on application and allotment on the shares payable in cash; and (c)there has been delivered to the registrar of companies for registration a statutory declaration by the secretary or one of the directors, in the prescribed form, that paragraph (b) has been complied with. (3) The registrar of companies shall, on the delivery to him of the said statutory declaration, and, in the case of a company which is required by this section to deliver a statement in lieu of prospectus, of such a statement, certify that the company is entitled to commence business, and that certificate shall be conclusive evidence that the company is so entitled. (4) Any contract made by a company before the date at which it is entitled to commence business shall be provisional only, and shall not be binding on the company until that date, and on that date it shall become binding. (5) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and debentures or the receipt of any money payable on application for debentures. (6) If any company commences business or exercises borrowing powers in contravention of this section, every person who is responsible for the contravention shall, without prejudice to any other liability, be liable to a fine not exceeding fifty pounds for every day during which the contravention continues. (7) Nothing in this section shall apply to (a)a private company; or (b)a company registered before the first day of January, nineteen hundred and one; or (c)a company registered before the first day of July, nineteen hundred and eight, which has not issued a prospectus inviting the public to subscribe for its shares. Register of members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 107 107.(1) Subject to sub-section (2), every company shall keep a register of its members and enter therein the following particulars: (a)the names and addresses of the members, and in the case of a company having a share capital a statement of the shares held by each member, distinguishing each share by its number so long as the share has a number, and of the amount paid or agreed to be considered as paid on the shares of each member; (b)the date at which each person was entered in the register as a member; (c)the date at which any person ceased to be a member. (2) Where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the register shall show the amount of stock held by each member instead of the amount of shares and the particulars relating to shares specified in paragraph (a) of sub-section (1). (3) Subject to sub-section (4), the register of members shall be kept at the registered office of the company, so, however, that (a)if the work of making it up is done at another office of the company, it may be kept at that other office; and (b)if the company arranges with some other person for the making up of the register to be undertaken on behalf of the company by that other person, it may be kept at the office of that other person at which the work is done. (4) The register of members shall not be kept at a place outside Northern Ireland. (5) Subject to sub-section (6), every company shall send notice [in the prescribed form] to the registrar of companies of the place where its register of members is kept and of any change in that place. (6) A company shall not be bound to send notice under sub-section (5) where the register has, at all times since it came into existence or, in the case of a register in existence at the commencement of this Act, at all times since then, been kept at the registered office of the company. (7) Where a company makes default in complying with sub-section (1) or makes default for fourteen days in complying with sub-section (5), the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 108 Index of members. 108.(1) Every company having more than fifty members shall, unless the register of members is in such a form as to constitute in itself an index, keep an index of the names of the members of the company and shall, within fourteen days after the date on which any alteration is made in the register of members, make any necessary alteration in the index. (2) The index shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found. (3) The index shall be at all times kept at the same place as the register of members. (4) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 109 Provisions as to entries in register in relation to share warrants. 109.(1) On the issue of a share warrant the company shall strike out of its register of members the name of the member then entered therein as holding the shares specified in the warrant as if he had ceased to be a member and shall enter in the register the following particulars: (a)the fact of the issue of the warrant; and (b)a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number; and (c)the date of the issue of the warrant. (2) The bearer of a share warrant shall, subject to the articles of the company, be entitled, on surrendering it for cancellation, to have his name entered as a member in the register of members. (3) The company shall be responsible for any loss incurred by any person by reason of the company entering in the register the name of a bearer of a share warrant in respect of the shares therein specified without the warrant being surrendered and cancelled. (4) Until the warrant is surrendered, the particulars specified in sub-section (1) shall be deemed to be the particulars required by this Act to be entered in the register of members, and, on the surrender, the date of the surrender must be entered. (5) Subject to the provisions of this Act, the bearer of a share warrant may, if the articles of the company so provide, be deemed to be a member of the company within the meaning of this Act, either to the full extent or for any purposes defined in the articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 110 Inspection of register and index. 110.(1) Except when the register of members is closed under the provisions of this Act, the register, and index of the names, of the members of a company shall during business hours (subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member without charge and of any other person on payment of [five new pence], or such less sum as the company may prescribe, for each inspection. (2) Any member or other person may require a copy of the register, or of any part thereof, on payment of [ten new pence], or such less sum as the company may prescribe, for every hundred words or fractional part thereof required to be copied. The company shall cause any copy so required by any person to be sent to that person within a period of ten days commencing on the day next after the day on which the requirement is received by the company. (3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper period, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding two pounds and further to a default fine of two pounds. (4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the register and index or direct that the copies required shall be sent to the persons requiring them. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 111 Consequences of failure to comply with requirements as to register owing to agent's default. 111. Where, by virtue of paragraph (b) of sub-section (3) of section one hundred and seven, the register of members is kept at the office of some person other than the company, and by reason of any default of his the company fails to comply with sub-section (5) of that section, sub-section (3) of section one hundred and eight, or section one hundred and ten or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if he were an officer of the company who was in default, and the power of the court under sub-section (4) of section one hundred and ten shall extend to the making of orders against that other person and his officers and servants. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 112 Power to close register. 112. A company may, on giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situate, close the register of members for any time or times not exceeding in the whole thirty days in each year. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 113 Power of court to rectify register. 113.(1) If (a)the name of any person is, without sufficient cause, entered in or omitted from the register of members of a company; or (b)default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member; (2) Where an application is made under this section, the court may either refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party aggrieved. (3) On an application under this section the court may decide any question relating to the title of any person who is a party to the application to have his name entered in or omitted from the register, whether the question arises between members or alleged members, or between members or alleged members on the one hand and the company on the other hand, and generally may decide any question necessary or expedient to be decided for rectification of the register. (4) In the case of a company required by this Act to send a list of its members to the registrar of companies, the court, when making an order for rectification of the register shall by its order direct notice of the rectification to be given to the registrar. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 114 Trusts not to be entered on register. 114. No notice of any trust, expressed, implied or constructive, shall be entered on the register, or be receivable by the registrar. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 115 Register to be evidence. 115. The register of members shall be prima facie evidence of any matters by this Act directed or authorised to be inserted therein. Power for company to keep dominion register. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 116 116.(1) A company having a share capital whose objects comprise the transaction of business in a dominion may, if so authorised by its articles, cause to be kept in any dominion in which it transacts business a branch register of members resident in that dominion (in this Act referred to as a "dominion register"). (2) The company shall give to the registrar of companies notice [in the prescribed form] of the situation of the office where any dominion register is kept and of any change in its situation, and of the discontinuance of the office in the event of its being discontinued. (3) For the purpose of the provisions of this Act relating to dominion registers "dominion" means any part of Her Majesty's dominions exclusive of the United Kingdom, the Channel Islands and the Isle of Man. (4) References to a colonial register occurring in any articles registered before the first day of January, nineteen hundred and thirty-three, shall be construed as references to a dominion register. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 117 Regulations as to dominion register. 117.(1) A dominion register shall be deemed to be part of the company's register of members (in this section referred to as "the principal register"). (2) It shall be kept in the same manner in which the principal register is by this Act required to be kept, except that the advertisement before closing the register shall be inserted in some newspaper circulating in the district where the dominion register is kept, and that any competent court in the dominion may exercise the same jurisdiction of rectifying the register as is under this Act exercisable by the court, and that the offences of refusing inspection or copies of a dominion register, and of authorising or permitting the refusal may be prosecuted summarily before any tribunal in the dominion having summary criminal jurisdiction. (3) The company shall (a)transmit to its registered office a copy of every entry in its dominion register as soon as may be after the entry is made; and (b)cause to be kept at its registered office a duplicate of its dominion register duly entered up from time to time. Every such duplicate shall for all the purposes of this Act be deemed to be part of the principal register. (4) Subject to the provisions of this section with respect to the duplicate register, the shares registered in a dominion register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a dominion register shall, during the continuance of that registration, be registered in any other register. (5) A company may discontinue to keep a dominion register, and thereupon all entries in that register shall be transferred to some other dominion register kept by the company in the same dominion or to the principal register. (6) Subject to the provisions of this Act, any company may, by its articles, make such provisions as it may think fit respecting the keeping of dominion registers. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 118 Stamp duties in case of shares registered in dominion registers. 118. An instrument of transfer of a share registered in a dominion register shall be deemed to be a transfer of property situate out of the United Kingdom, and, unless executed in any part of the United Kingdom, shall be exempt from stamp duty chargeable in Northern Ireland. Annual return to be made by company having a share capital. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 119 119.(1) Every company having a share capital shall, once at least in every year, make a return containing with respect to the registered office of the company, registers of members and debenture holders, shares and debentures, indebtedness, past and present members and directors and secretary, the matters specified in Part I of the Fifth Schedule, and the said return shall be in the form set out in Part II of that Schedule, so, however, that (a)a company need not make a return under this sub-section either in the year of its incorporation or, if it is not required by section one hundred and twenty-five to hold an annual general meeting during the following year, in that year; (b)where the company has converted any of its shares into stock and given notice of the conversion to the registrar of companies, the list referred to in paragraph 5 of Part I of the Fifth Schedule must state the amount of stock held by each of the existing members instead of the amount of shares and the particulars relating to shares required by that paragraph; (c)the return may, in any year, if the return for either of the two immediately preceding years has given as at the date of that return the full particulars required by the said paragraph 5, give only such of the particulars required by that paragraph as relate to persons ceasing to be or becoming members since the date of the last return and to shares transferred since that date or to changes as compared with that date in the amount of stock held by a member. (2) In the case of a company keeping a dominion register (a)references in paragraph (c) of sub-section (1) to the particulars required by the said paragraph 5 shall be taken as not including any such particulars contained in the dominion register, in so far as copies of the entries containing those particulars are not received at the registered office of the company before the date when the return in question is made; and (b)where an annual return is made between the date when any entries are made in the dominion register and the date when copies of those entries are received at the registered office of the company, the particulars contained in those entries, so far as relevant to an annual return, shall be included in the next or a subsequent annual return as may be appropriate having regard to the particulars included in that return with respect to the company's register of members. (3) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. (4) For the purposes of this section and of Part I of the Fifth Schedule "director" and "officer" shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 120 Annual return to be made by company not having a share capital. 120.(1) Subject to sub-section (2), every company not having a share capital shall once at least in every calendar year make a return [in the prescribed form] stating (a)the address of the registered office of the company; (b)in a case in which the register of members is, under the provisions of this Act, kept elsewhere than at that office, the address of the place where it is kept; (c)in a case in which any register of holders of debentures of the company or any duplicate of any such register or part of any such register is, under the provisions of this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept; (d)all such particulars with respect to the persons who at the date of the return are the directors of the company and any person who at that date is secretary of the company as are by this Act required to be contained with respect to directors and the secretary respectively in the register of directors and secretaries of a company. (2) A company need not make a return under sub-section (1) either in the year of its incorporation or, if it is not required by section one hundred and twenty-five to hold an annual general meeting during the following year, in that year. (3) There shall be annexed to the return a statement containing particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the registrar of companies under this Act, or which would have been required so to be registered if created after the first day of July, nineteen hundred and eight. (4) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. (5) For the purposes of this section "officer" and "director" shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 121 Time for completion of annual return. 121.(1) The annual return must be completed within forty-two days after the annual general meeting for the year, whether or not that meeting is the first or only ordinary general meeting, or the first or only general meeting, of the company in the year, and the company must forthwith forward to the registrar of companies a copy signed both by a director and by the secretary of the company. (2) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. For the purposes of this sub-section "officer" shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 122 Documents be annexed to annual return. 122.(1) Subject to the provisions of this Act, there shall be annexed to the annual return (a)a written copy, certified both by a director and by the secretary of the company to be a true copy, of every balance sheet laid before the company in general meeting during the period to which the return relates (including every document required by law to be annexed to the balance sheet); and (b)a copy, certified as aforesaid, of the report of the auditors on, and of the report of the directors accompanying, each such balance sheet; (2) If any such balance sheet as aforesaid or document required by law to be annexed thereto did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance sheets or documents aforesaid, as the case may be, there shall be made such additions to and corrections in the copy as would have been required to be made in the balance sheet or document in order to make it comply with the said requirements, and the fact that the copy has been so amended shall be stated thereon. (3) If a company fails to comply with this section, the company and every officer of the company who is in default shall be liable to a default fine. For the purposes of this sub-section "officer" shall include any person in accordance with whose directions or instructions the directors of the company are accustomed to act. (4) This section shall not apply to (a)a private company; or] Para.(b) rep. by 1973 c.58 s.54 schs.3,5 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 123 Certificates to be sent by private company with annual return. 123. A private company shall send with the annual return required by section one hundred and nineteen a certificate signed both by a director and by the secretary of the company that the company has not, since the date of the last return, or, in the case of a first return, since the date of the incorporation of the company, issued any invitation to the public to subscribe for any shares or debentures of the company, and, where the annual return discloses the fact that the number of members of the company exceeds fifty, also a certificate so signed that the excess consists wholly of persons who under paragraph (b) of sub-section (1) of section twenty-eight are not to be included in reckoning the number of fifty. Statutory meeting and statutory report. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 124 124.(1) Every company limited by shares and every company limited by guarantee and having a share capital shall, within a period of not less than one month nor more than three months from the date at which the company is entitled to commence business, hold a general meeting of the members of the company, which shall be called "the statutory meeting". (2) Subject to sub-section (3), the directors shall, at least fourteen days before the day on which the meeting is held, forward a report (in this Act referred to as "the statutory report") to every member of the company. (3) If the statutory report is forwarded later than is required by sub-section (2), it shall, notwithstanding that fact, be deemed to have been duly forwarded if it is so agreed by all the members entitled to attend and vote at the meeting. (4) The statutory report shall be certified by not less than two directors of the company and shall state (a)the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; and (b)the total amount of cash received by the company in respect of all the shares allotted, distinguished as aforesaid; and (c)an abstract of the receipts of the company and of the payments made thereout, up to a date within seven days of the date of the report, exhibiting under distinctive headings the receipts of the company from shares and debentures and other sources, the payments made thereout, and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses of the company; and (d)the names, addresses and descriptions of the directors, auditors, if any, and secretary of the company; and (e)the particulars of any contract the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification. (5) The statutory report shall, so far as it relates to the shares allotted by the company, and to cash received in respect of such shares, and to the receipts and payments of the company on capital account, be certified as correct by the auditors, if any, of the company. (6) The directors shall cause a copy of the statutory report, certified as required by this section, to be delivered to the registrar of companies for registration forthwith after the sending thereof to the members of the company. (7) The directors shall cause a list showing the names and addresses of the members of the company, and the number of shares held by them respectively, to be produced at the commencement of the meeting and to remain open and accessible to any member of the company during the continuance of the meeting. (8) The members of the company present at the meeting shall be at liberty to discuss any matter relating to the formation of the company, or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the articles may be passed. (9) The meeting may adjourn from time to time, and at any adjourned meeting any resolution of which notice has been given in accordance with the articles, either before or subsequently to the former meeting, may be passed, and the adjourned meeting shall have the same powers as an original meeting. (10) In the event of any default in complying with this section, every director of the company who is knowingly and wilfully guilty of the default or, in the case of default by the company, every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. (11) This section shall not apply to a private company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 125 Annual general meeting. 125.(1) Subject to sub-section (2), every company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of a company and that of the next. (2) So long as a company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. (3) If default is made in holding a meeting of the company in accordance with sub-section (1), the Ministry may, on the application of any member of the company, call, or direct the calling of, a general meeting of the company and give such ancillary or consequential directions as the Ministry thinks expedient, including directions modifying or supplementing, in relation to the calling, holding and conducting of the meeting, the operation of the company's articles; and it is hereby declared that the directions that may be given under this sub-section include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (4) A general meeting held in pursuance of sub-section (3) shall, subject to any directions of the Ministry, be deemed to be an annual general meeting of the company; but, where a meeting so held is not held in the year in which the default in holding the company's annual general meeting occurred, the meeting so held shall not be treated as the annual general meeting for the year in which it is held unless at that meeting the company resolves that it shall be so treated. (5) Where a company resolves that a meeting shall be so treated, a copy of the resolution shall, within fifteen days after the passing thereof, be forwarded to the registrar of companies and recorded by him. (6) If default is made in holding a meeting of the company in accordance with sub-section (1), or in complying with any directions of the Ministry under sub-section (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds, and if default is made in complying with sub-section (5), the company and every officer of the company who is in default shall be liable to a default fine of two pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 126 Convening of extraordinary general meeting on requisition. 126.(1) The directors of a company, notwithstanding anything in its articles, shall, on the requisition of members of the company holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up capital of the company as at the date of the deposit carries the right of voting at general meetings of the company, or, in the case of a company not having a share capital, members of the company representing not less than one-tenth of the total voting rights of all the members having at the said date a right to vote at general meetings of the company, forthwith proceed duly to convene an extraordinary general meeting of the company. (2) The requisition must state the objects of the meeting, and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists. (3) If the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date. (4) A meeting convened under this section by the requisitionists shall be convened in the same manner, as nearly as possible, as that in which meetings are to be convened by directors. (5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to convene a meeting shall be repaid to the requisitionists by the company, and any sum so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default. (6) For the purposes of this section the directors shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened the meeting if they do not give such notice thereof as is required by section one hundred and thirty-five. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 127 Length of notice for calling meetings. 127.(1) Any provision of a company's articles shall be void in so far as it provides for the calling of a meeting of the company (other than an adjourned meeting) by a shorter notice than (a)in the case of the annual general meeting, twenty-one days' notice in writing [where the company is neither a private company nor an unlimited company and ten days' notice in writing where it is a private company or an unlimited company]; and (b)in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution, fourteen days' notice in writing [where the company is neither a private company nor an unlimited company and ten days' notice in writing where it is a private company or an unlimited company]. (2) Save in so far as the articles of a company make other provision in that behalf (not being a provision avoided by sub-section (1)) a meeting of the company (other than an adjourned meeting) may be called (a)in the case of the annual general meeting, by twenty-one days' notice in writing [where the company is neither a private company nor an unlimited company and by ten days' notice in writing where it is a private company or an unlimited company]; and (b)in the case of a meeting other than an annual general meeting or a meeting for the passing of a special resolution, by fourteen days' notice in writing [where the company is neither a private company nor an unlimited company and by ten days' notice in writing where it is a private company or an unlimited company]. (3) A meeting of a company shall, notwithstanding that it is called by shorter notice than that specified in sub-section (2) or in the company's articles, as the case may be, be deemed to have been duly called if it is so agreed [by the auditors of the company, and] (a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and (b)in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving a right to attend and vote at the meeting, or, in the case of a company not having a share capital, together representing not less than ninety-five per cent. of the total voting rights at that meeting of all the members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 128 General provisions as to meetings and votes. 128. The following provisions shall have effect in so far as the articles of the company do not make other provision in that behalf: (a)notice of the meeting of a company shall be served on every member of the company in the manner in which notices are required to be served by Table A, and for the purpose of this paragraph "Table A" means that Table as for the time being in force; (b)two or more members holding not less than one-tenth of the issued share capital or, if the company has not a share capital, not less than five per cent. in number of the members of the company may call a meeting; (c)in the case of a private company two members, and in the case of any other company three members, personally present shall be a quorum; (d)any member elected by the members present at a meeting may be chairman thereof; (e)in the case of a company originally having a share capital, every member shall have one vote in respect of each share or each ten pounds of stock held by him, and in any other case every member shall have one vote. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 129 Power of court to order meeting. 129.(1) If for any reason it is impracticable to call a meeting of a company in any manner in which meetings of that company may be called, or to conduct the meeting of the company in manner prescribed by the articles or this Act, the court may, either of its own motion or on the application of any director of the company or of any member of the company who would be entitled to vote at the meeting, order a meeting of the company to be called, held and conducted in such manner as the court thinks fit, and where any such order is made may give such ancillary or consequential directions as it thinks expedient; and it is hereby declared that the directions that may be given under this sub-section include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with an order under sub-section (1) shall for all purposes be deemed to be a meeting of the company duly called, held and conducted. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 130 Proxies. 130.(1) Subject to sub-section (2), any member of a company entitled to attend and vote at a meeting of the company shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him, and a proxy appointed to attend and vote instead of a member of a private company shall also have the same right as the member to speak at the meeting. (2) Unless the articles otherwise provide (a)sub-section (1) shall not apply in the case of a company not having a share capital; and (i)to appoint more than one proxy to attend on the same occasion; and (ii)to appoint as his proxy, any person who is not a member of the company, unless that person is a solicitor or qualified, in accordance with sub-section (1) of section one hundred and fifty-five to act as auditor of a company; and] (c)a proxy shall not be entitled to vote except on a poll. (3) In every notice calling a meeting of a company [(other than a private company)] having a share capital there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy or, where that is allowed, one or more proxies, to attend and vote instead of him, and that a proxy need not also be a member; and if default is made in complying with this sub-section as respects any meeting, every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. (4) [Subject to sub-section (5)], any provision contained in a company's articles shall be void in so far as it would have the effect of requiring the instrument appointing a proxy, or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy, to be received by the company or any other person in Northern Ireland more than forty-eight hours, [or, in the case of a private company, more than twenty-four hours], before a meeting or adjourned meeting in order that the appointment may be effective thereat. [(5) Where the day immediately preceding any meeting of a private company is a Sunday or a bank holiday, sub-section (4) shall have effect as if for the words "twenty-four hours" there were substituted the words "forty-eight hours".] (6) Subject to sub-section (7), if for the purpose of any meeting of a company invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the company's expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy, every officer of the company who knowingly and wilfully authorises or permits their issue as aforesaid shall be liable to a fine not exceeding one hundred pounds. (7) An officer shall not be liable under sub-section (6) by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy. (8) This section shall apply to meetings of any class of members of a company as it applies to general meetings of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 131 Right to demand a poll. 131.(1) Any provision contained in a company's articles shall be void in so far as it would have the effect either (a)of excluding the right to demand a poll at a general meeting on any question other than the election of the chairman of the meeting or the adjournment of the meeting; or (b)of making ineffective a demand for a poll on any such question which is made (i)by not less than five members having the right to vote at the meeting; or (ii)by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or <(iii)by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. (2) The instrument appointing a proxy to vote at a meeting of a company shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of sub-section (1) a demand by a person as proxy for a member shall be the same as a demand by the member. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 132 Voting on a poll. 132. On a poll taken at a meeting of a company or a meeting of any class of members of a company, a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses in the same way. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 133 Representation of bodies corporate at meetings of companies and of creditors. 133.(1) A body corporate may (a)if it is a member of a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company or at any meeting of any class of members of the company; and (b)if it is a creditor (including a holder of debentures) of a company within the meaning of this Act, by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of any creditors of the company held in pursuance of this Act or of any rules made thereunder, or in pursuance of the provisions contained in any debenture or trust deed, as the case may be. (2) A person authorised as aforesaid shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual shareholder, creditor or holder of debentures of that other company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 134 Circulation of members' resolutions, etc. 134.(1) Subject to sub-sections (2) to (8), it shall be the duty of a company, on the requisition in writing of such number of members as is hereinafter specified and (unless the company otherwise resolves) at the expense of the requisitionists (a)to give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting; (b)to circulate to members entitled to have notice of any general meeting sent to them any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting. (2) The number of members necessary for a requisition under sub-section (1) shall be (a)any number of members representing not less than one-twentieth of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or (b)not less than one hundred members holding shares in the company on which there has been paid up an average sum, per member, of not less than one hundred pounds. (3) Notice of any such resolution shall be given, and any such statement shall be circulated, to members of the company entitled to have notice of the meeting sent to them by serving a copy of the resolution or statement on each such member in any manner permitted for service of notice of the meeting, and notice of any such resolution shall be given to any other member of the company by giving notice of the general effect of the resolution in any manner permitted for giving him notice of meetings of the company, so, however, that the copy shall be served, or notice of the effect of the resolution shall be given, as the case may be, in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it shall be served or given as soon as practicable thereafter. (4) Subject to sub-section (5), a company shall not be bound under this section to give notice of any resolution or to circulate any statement unless (a)a copy of the requisition signed by the requisitionists (or two or more copies which between them contain the signatures of all the requisitionists) is deposited at the registered office of the company (i)in the case of a requisition requiring notice of a resolution, not less than six weeks before the meeting; and (ii)in the case of any other requisition, not less than one week before the meeting; and (b)there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company's expenses in giving effect thereto. (5) If, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date six weeks or less after the copy has been deposited, the copy though not deposited within the time required by sub-section (4) shall be deemed to have been properly deposited for the purposes thereof. (6) The company shall also not be bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the requisitionists, notwithstanding that they are not parties to the application. (7) Notwithstanding anything in the company's articles, the business which may be dealt with at an annual general meeting shall include any resolution of which notice is given in accordance with this section, and for the purposes of this sub-section notice shall be deemed to have been so given notwithstanding the accidental omission, in giving it, of one or more members. (8) In the event of any default in complying with this section, every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 135 Extraordinary and special resolutions. 135.(1) A resolution shall be an extraordinary resolution when it has been passed by a majority of not less than three-fourths of such members as, being entitled so to do, vote in person or, where proxies are allowed, by proxy, at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given. (2) Subject to sub-section (3), a resolution shall be a special resolution when it has been passed by such a majority as is required for the passing of an extraordinary resolution and at a general meeting of which not less than twenty-one days' notice, specifying the intention to propose the resolution as a special resolution, has been duly given. (3) If it is so agreed by a majority in number of the members having the right to attend and vote at any such meeting, being a majority together holding not less than ninety-five per cent. in nominal value of the shares giving that right, or, in the case of a company not having a share capital, together representing not less than ninety-five per cent. of the total voting rights at that meeting of all the members, a resolution may be proposed and passed as a special resolution at a meeting of which less than twenty-one days' notice has been given. (4) At any meeting at which an extraordinary resolution or a special resolution is submitted to be passed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. (5) In computing the majority on a poll demanded on the question that an extraordinary resolution or a special resolution be passed, reference shall be had to the number of votes cast for and against the resolution. (6) For the purposes of this section, notice of a meeting shall be deemed to be duly given and the meeting to be duly held when the notice is given and the meeting held in manner provided by this Act or the articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 136 Resolutions requiring special notice. 136.(1) Subject to sub-section (2), where by any provision hereafter contained in this Act special notice is required of a resolution, the resolution shall not be effective unless notice of the intention to move it has been given to the company not less than twenty-eight days before the meeting at which it is moved, and the company shall give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, shall give them notice thereof, either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the articles, not less than twenty-one days before the meeting. (2) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date twenty-eight days or less after the notice has been given, the notice though not given within the time required by sub-section (1) shall be deemed to have been properly given for the purposes of that sub-section. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 137 Registration and copies of certain resolutions and agreements. 137.(1) Subject to sub-section (2), a printed copy of every resolution or agreement to which this section applies shall, within fifteen days after the passing or making thereof, be forwarded to the registrar of companies and recorded by him. (2) A ... company need not forward a printed copy of any such resolution or agreement as aforesaid to the registrar of companies if instead it forwards to him a copy in some other form approved by him. (3) Where articles have been registered, a copy of every such resolution or agreement for the time being in force shall be embodied in or annexed to every copy of the articles issued after the passing of the resolution or the making of the agreement. (4) Where articles have not been registered, a printed copy of every such resolution or agreement shall be forwarded to any member at his request on payment of [five new pence] or such less sum as the company may direct. (5) This section shall apply to (a)special resolutions; (b)extraordinary resolutions; (c)resolutions which have been agreed to by all the members of a company, but which, if not so agreed to, would not have been effective for their purpose unless, as the case may be, they had been passed as special resolutions or as extraordinary resolutions; (d)resolutions or agreements which have been agreed to by all the members of some class of shareholders but which, if not so agreed to, would not have been effective for their purpose unless they had been passed by some particular majority or otherwise in some particular manner, and all resolutions or agreements which effectively bind all the members of any class of shareholders though not agreed to by all those members; Para.(e) rep. by 1978 NI 12 art.153(2) sch.7 (f)resolutions requiring a company to be wound up voluntarily, passed under paragraph (a) of sub-section (1) of section two hundred and forty-eight. (6) If a company fails to comply with sub-section (1), the company and every officer of the company who is in default shall be liable to a default fine of two pounds. (7) If a company fails to comply with sub-section (3) or sub-section (4), the company and every officer of the company who is in default shall be liable to a fine not exceeding one pound for each copy in respect of which default is made. (8) For the purposes of sub-sections (6) and (7), a liquidator of the company shall be deemed to be an officer of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 138 Resolutions passed at adjourned meetings. 138. Where a resolution is passed at an adjourned meeting of (a)a company; (b)the holders of any class of shares in a company; (c)the directors of a company; Minutes of proceedings of meetings of company and of directors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 139 139.(1) Every company shall cause minutes of all proceedings of general meetings and all proceedings at meetings of its directors to be entered in books kept for that purpose. (2) Any such minute if purporting to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting, shall be evidence of the proceedings. (3) Where minutes have been made in accordance with this section of the proceedings at any general meeting of the company or meeting of directors, then, until the contrary is proved, the meeting shall be deemed to have been duly held and convened, and all proceedings had thereat to have been duly had, and all appointments of directors or liquidators shall be deemed to be valid. (4) If a company fails to comply with sub-section (1), the company and every officer of the company who is in default shall be liable to a default fine. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 140 Inspection of minute books. 140.(1) The books containing the minutes of proceedings of any general meeting of a company held on or after the first day of January, nineteen hundred and thirty-three, shall be kept at the same office as its register of members is kept, and shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member without charge. (2) Any member shall be entitled to be furnished within seven days after he has made a request in that behalf to the company with a copy of any such minutes as aforesaid at a charge not exceeding [three new pence] for every hundred words. (3) If any inspection required under this section is refused or if any copy required under this section is not sent within the proper time, the company and every officer of the company who is in default shall be liable in respect of each offence to a fine not exceeding two pounds and further to a default fine of two pounds. (4) In the case of any such refusal or default, the court may by order compel an immediate inspection of the books in respect of all proceedings of general meetings or direct that the copies required shall be sent to the persons requiring them. Keeping of books of account. [ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 141 141.(1) Every company shall cause to be kept proper books of account with respect to (a)all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; (b)all sales and purchases of goods by the company; (c)the assets and liabilities of the company. (2) For the purposes of sub-section (1), proper books of account shall not be deemed to be kept with respect to the matters aforesaid if there are not kept such books as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions. (3) Subject to sub-section (4), the books of account shall be kept at the registered office of the company or at such other place as the directors think fit, and shall at all times be open to inspection by the directors. (4) If books of account are kept at a place outside Northern Ireland there shall be sent to, and kept at a place in, the United Kingdom and be at all times open to inspection by the directors such accounts and returns with respect to the business dealt with in the books of account so kept as will disclose with reasonable accuracy the financial position of that business at intervals not exceeding six months and will enable to be prepared in accordance with this Act the company's balance sheet, its profit and loss account or income and expenditure account, and any document annexed to any of those documents giving information which is required by this Act and is thereby allowed to be so given. (5) If any person being a director of a company fails to take all reasonable steps to secure compliance by the company with the requirements of this section, or has by his own wilful act been the cause of any default by the company thereunder, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds, so, however, that (a)in any proceedings against a person in respect of an offence under this section consisting of a failure to take reasonable steps to secure compliance by the company with the requirements of this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that those requirements were complied with and was in a position to discharge that duty; and (b)a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 142 Profit and loss account and balance sheet. 142.(1) The directors of every company shall at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year lay before the company in general meeting a profit and loss account or, in the case of a company not trading for profit, an income and expenditure account for the period, in the case of the first account, since the incorporation of the company, and, in any other case, since the preceding account, made up to a date not earlier than the date of the meeting by more than nine months, or, in the case of a company carrying on business or having interests abroad, by more than twelve months, so, however, that the Ministry, if for any special reason it thinks fit so to do, may, in the case of any company, extend the period of eighteen months aforesaid, and in the case of any company and with respect to any year extend the periods of nine and twelve months aforesaid. (2) The directors shall cause to be made out in every calendar year, and to be laid before the company in general meeting, a balance sheet as at the date to which the profit and loss account or the income and expenditure account, as the case may be, is made up. (3) If any person being a director of a company fails to take all reasonable steps to comply with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds, so, however, that (a)in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty; and (b)a person shall not be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 143 General provisions as to contents and form of accounts. 143.(1) Every balance sheet of a company shall give a true and fair view of the state of affairs of the company as at the end of its financial year, and every profit and loss account of a company shall give a true and fair view of the profit or loss of the company for the financial year. (2) A company's balance sheet and profit and loss account shall comply with the requirements of the Sixth Schedule, so far as applicable thereto. (3) Save as expressly provided in the following provisions of this section or in Part III of the Sixth Schedule, the requirements of sub-section (2) and the Sixth Schedule shall be without prejudice either to the general requirements of sub-section (1) or to any other requirements of this Act. (4) The Ministry may, on the application or with the consent of a company's directors, modify in relation to that company any of the requirements of this Act as to the matters to be stated in a company's balance sheet or profit and loss account (except the requirements of sub-section (1)) for the purpose of adapting them to the circumstances of the company. (5) Sub-sections (1) and (2) shall not apply to a company's profit and loss account if (a)the company has subsidiaries; and (b)the profit and loss account is framed as a consolidated profit and loss account dealing with all or any of the company's subsidiaries as well as the company; and (i)complies with the requirements of this Act relating to consolidated profit and loss accounts; and (ii)shows how much of the consolidated profit or loss for the financial year is dealt with in the accounts of the company. [(6) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects any accounts laid before the company in general meeting with the provisions of this section and with the other requirements of this Act as to the matters to be stated in accounts, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds, so, however, that (a)in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the said provisions or the said other requirements, as the case may be, were complied with and was in a position to discharge that duty; and (b)a person shall not be sentenced to imprisonment for any such offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.] Subs.(7) rep. by 1978 NI 12 art.153(2) sch.7 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 144 Obligation to lay group accounts before holding company. 144.[(1) Where at the end of its financial year a company has subsidiaries, accounts or statements (in this Act referred to as "group accounts") dealing as hereinafter mentioned with the state of affairs and profit or loss of the company and the subsidiaries shall, subject to sub-section (2), be laid before the company in general meeting when the company's own balance sheet and profit and loss account are so laid.] (2) Subject to sub-section (3), but notwithstanding anything in sub-section (1) (a)group accounts shall not be required where the company is at the end of its financial year the wholly-owned subsidiary of another body corporate incorporated in Northern Ireland; and (b)group accounts need not deal with a subsidiary of the company if the company's directors are of opinion that (i)it is impracticable, or would be of no real value to members of the company, in view of the insignificant amounts involved, or would involve expense or delay out of proportion to the value to members of the company; or (ii)the result would be misleading, or harmful to the business of the company or any of its subsidiaries; or <(iii)the business of the holding company and that of the subsidiary are so different that they cannot reasonably be treated as a single undertaking; (b)and, if the directors are of such an opinion about each of the company's subsidiaries, group accounts shall not be required. (3) The approval of the Ministry shall be required for not dealing in group accounts with a subsidiary on the ground that the result would be harmful or on the ground of the difference between the business of the holding company and that of the subsidiary. [(4) If any person being a director of a company fails to take all reasonable steps to secure compliance as respects the company with the provisions of this section, he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds, so, however, that (a)in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that the provisions of this section were complied with and was in a position to discharge that duty; and (b)a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.] (5) For the purposes of this section a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 145 Form of group accounts. 145.(1) Subject to sub-section (2), [the group accounts laid before a holding company] shall be consolidated accounts comprising (a)a consolidated balance sheet dealing with the state of affairs of the company and all the subsidiaries to be dealt with in group accounts; (b)a consolidated profit and loss account dealing with the profit or loss of the company and those subsidiaries. (2) If the company's directors are of opinion that it is better for the purpose (a)of presenting the same or equivalent information about the state of affairs and profit or loss of the company and such subsidiaries as aforesaid; and (b)of so presenting it that it may be readily appreciated by the company's members; (3) The group accounts may be wholly or partly incorporated in the company's own balance sheet and profit and loss account. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 146 Contents of group accounts. 146.(1) [The group accounts laid before a company] shall give a true and fair view of the state of affairs and profit or loss of the company and the subsidiaries dealt with thereby as a whole, so far as concerns members of the company. (2) Where the financial year of a subsidiary does not coincide with that of the holding company, the group accounts shall, unless the Ministry on the application or with the consent of the holding company's directors otherwise directs, deal with the subsidiary's state of affairs as at the end of its financial year ending with or last before that of the holding company, and with the subsidiary's profit or loss for that financial year. (3) Without prejudice to sub-section (1), the group accounts, if prepared as consolidated accounts, shall comply with the requirements of the Sixth Schedule so far as applicable thereto, and if not so prepared shall give the same or equivalent information, so, however, that the Ministry may, on the application or with the consent of a company's directors, modify the said requirements in relation to that company for the purpose of adapting them to the circumstances of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 147 Financial year of holding company and subsidiary. 147.(1) A holding company's directors shall secure that except where in their opinion there are good reasons against it, the financial year of each of its subsidiaries shall coincide with the company's own financial year. [(2) Where it appears to the Ministry desirable for a holding company or a holding company's subsidiary to extend its financial year so that the subsidiary's financial year may end with that of the holding company, and for that purpose to postpone the submission of the relevant accounts to a general meeting from one calendar year to the next, the Ministry may on the application or with the consent of the directors of the company whose financial year is to be extended direct that, in the case of that company, the submission of accounts to a general meeting, the holding of an annual general meeting or the making of an annual return shall not be required in the earlier of the said calendar years.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 148 Meaning of ""holding company'' and ""subsidiary''. 148.(1) For the purposes of this Act, a company shall, subject to sub-section (3), be deemed to be a subsidiary of another if, but only if (a)that other either (i)is a member of it and controls the composition of its board of directors; or (ii)holds [more than] half in nominal value of its equity share capital; or (b)the first-mentioned company is a subsidiary of any company which is that other's subsidiary. (2) For the purposes of sub-section (1), the composition of a company's board of directors shall be deemed to be controlled by another company if, but only if, that other company by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships; but for the purposes of this provision that other company shall be deemed to have power to appoint to a directorship with respect to which any of the following conditions is satisfied, that is to say (a)that a person cannot be appointed thereto without the exercise in his favour by that other company of such a power as aforesaid; or (b)that a person's appointment thereto follows necessarily from his appointment as director of that other company [; or (c)that the directorship is held by that other company itself or by a subsidiary of it.] (3) In determining whether one company is a subsidiary of another (a)any shares held or power exercisable by that other in a fiduciary capacity shall be treated as not held or exercisable by it; (b)subject to paragraphs (c) and (d), any shares held or power exercisable (i)by any person as a nominee for that other (except where that other is concerned only in a fiduciary capacity); or (ii)by, or by a nominee for, a subsidiary of that other, not being a subsidiary which is concerned only in a fiduciary capacity; (b)shall be treated as held or exercisable by that other; (c)any shares held or power exercisable by any person by virtue of the provisions of any debentures of the first-mentioned company or of a trust deed for securing any issue of such debentures shall be disregarded; (d)any shares held or power exercisable by, or by a nominee for, that other or its subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated as not held or exercisable by that other if the ordinary business of that other or its subsidiary, as the case may be, includes the lending of money and the shares are held or power is exercisable as aforesaid by way of security only for the purposes of a transaction entered into in the ordinary course of that business. (4) For the purposes of this Act, a company shall be deemed to be another's holding company if, but only if, that other is its subsidiary. (5) In this section "company" includes any body corporate, and "equity share capital" means, in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to particiate beyond a specified amount in a distribution. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 149 Signing of balance sheet. 149.(1) Every balance sheet of a company [and every copy of such a balance sheet which is laid before the company in general meeting or delivered to the registrar of companies in pursuance of Article 3 of the Companies (Northern Ireland) Order 1978] shall be signed on behalf of the board by two of the directors of the company, or, if there is only one director, by that director. [(2) In the case of a banking company registered after the fifteenth day of August, eighteen hundred and seventy-nine, the balance sheet must be signed by the secretary or manager, if any, and where there are more than three directors of the company by at least three of those directors, and where there are not more than three directors by all the directors.] (3) If any copy of a balance sheet [which has not been signed as required by this section is issued, circulated or published], the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 150 Accounts and auditors' report to be annexed to balance sheet. 150.(1) [The profit and loss account and, so far as not incorporated in the balance sheet or profit and loss account, any group accounts laid before the company in general meeting], shall be annexed to the balance sheet, and the auditor's report shall be attached thereto. (2) Any accounts so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf. (3) If any copy of a balance sheet is issued, circulated or published without having annexed thereto a copy of the profit and loss account or any group accounts required by this section to be so annexed, or without having attached thereto a copy of the auditor's report, the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 151 Directors' report to be attached to balance sheet. 151.(1) There shall be attached to every balance sheet [laid before a company in general meeting] a report by the directors with respect to the state of the company's affairs, the amount, if any, which they recommend should be paid by way of dividend, and the amount, if any, which they propose to carry to reserves within the meaning of the Sixth Schedule. [(2) The said report shall deal, so far as is material for the appreciation of the state of the company's affairs by its members and will not in the directors' opinion be harmful to the business of the company or of any of its subsidiaries, with any change during the financial year in the nature of the company's business, or in the company's subsidiaries, or in the classes of business in which the company has an interest, whether as member of another company or otherwise.] [(3) If any person being a director of a company fails to take all reasonable steps to comply with sub-section (1), he shall, in respect of each offence, be liable on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding two hundred pounds, so, however, that (a)in any proceedings against a person in respect of an offence under sub-section (1), it shall be a defence to prove that he had reasonable ground to believe and did believe that a competent and reliable person was charged with the duty of seeing that sub-section (1) was complied with and was in a position to discharge that duty; and (b)a person shall not be liable to be sentenced to imprisonment for such an offence unless, in the opinion of the court dealing with the case, the offence was committed wilfully.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 152 Right to receive copies of balance sheets and auditors' and directors' reports. 152.(1) Subject to sub-sections (4) to (6) ..., a copy of every balance sheet, including every document required by law to be annexed thereto [of which a copy] is to be laid before a company in general meeting, together with a copy of the auditors' report [and of the directors' report] shall, not less than twenty-one days before the date of the meeting, be sent to every member of the company (whether he is or is not entitled to receive notices of general meetings of the company), every holder of debentures of the company (whether he is or is not so entitled) and all persons other than members or holders of debentures of the company, being persons so entitled. Subs.(2) rep. by 1978 NI 12 art.153(2) sch.7 (3) Any member of a company, whether he is or is not entitled to have sent to him copies of the company's balance sheets, and any holder of debentures of the company, whether he is or is not so entitled, shall be entitled to be furnished on demand without charge with a copy of the last balance sheet of the company, including every document required by law to be annexed thereto, together with a copy of the auditors' report on that balance sheet [and of the directors' report]. (4) In the case of a company not having a share capital, [sub-section (1)] shall not require a copy of the documents referred to in [that sub-section] to be sent to a member of the company who is not entitled to receive notices of general meetings of the company or to a holder of debentures of the company who is not so entitled. (5) [Sub-section (1)] shall not require a copy of the documents referred to in [that sub-section] to be sent (a)to a member of the company or a holder of debentures of the company, being in either case a person who is not entitled to receive notices of general meetings of the company and of whose address the company is unaware; or (b)to more than one of the joint holders of any shares or debentures none of whom are entitled to receive such notices; or (c)in the case of joint holders of any shares or debentures some of whom are and some of whom are not entitled to receive such notices, to those who are not so entitled. (6) If the copies of the documents referred to in sub-section (1) are sent less than twenty-one days before the date of the meeting, they shall, notwithstanding that fact, be deemed to have been duly sent if it is so agreed by all the members entitled to attend and vote at the meeting. (7) If default is made in complying with sub-section (1) ..., the company and every officer of the company who is in default shall be liable to a fine not exceeding twenty pounds, and if, when any person makes a demand for any document with which he is by virtue of sub-section (3) entitled to be furnished, default is made in complying with the demand within seven days after the making thereof, the company and every officer of the company who is in default shall be liable to a default fine, unless it is proved that that person has already made a demand for and been furnished with a copy of the document. (8) In this section (a)"holder of debentures" does not include a mortgagee; and Para.(b) rep. by 1978 NI 12 art.153(2) sch.7 [(9) This section shall not have effect in relation to the balance sheet of a private company, including every document required by law to be annexed thereto, laid before the company in general meeting before the coming into operation of Article 34 of the Companies (Northern Ireland) Order 1978, or to the auditors' report or directors' report attached thereto, and the right of any person to be furnished with copies of those documents, and the liability of the company and any officer thereof in respect of a failure to satisfy that right shall be the same as they would have been if the said Article had not come into operation.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 153 Appointment and remuneration of auditors. 153.(1) Subject to sub-section (2), every company shall at each annual general meeting appoint an auditor or auditors to hold office from the conclusion of that, until the conclusion of the next, annual general meeting. (2) Subject to sub-section (3), at any annual general meeting a retiring auditor, however appointed, shall be reappointed without any resolution being passed unless (a)he is not qualified for reappointment; or (b)a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be reappointed; or (c)he has given the company notice in writing of his unwillingness to be reappointed. (3) Where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically reappointed by virtue of sub-section (2). (4) Where at an annual general meeting no auditors are appointed or reappointed, the Ministry may appoint a person to fill the vacancy. (5) The company shall, within one week of the Ministry's power under sub-section (4) becoming exercisable, give the Ministry notice of that fact, and, if a company fails to give notice as required by this sub-section, the company and every officer of the company who is in default shall be liable to a default fine. (6) Subject as hereinafter provided, the first auditors of a company may be appointed by the directors at any time before the first annual general meeting, and auditors so appointed shall hold office until the conclusion of that meeting, so, however, that (a)the company may at a general meeting remove any such auditors and appoint in their place any other persons who have been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company not less than fourteen days before the date of the meeting; and (b)if the directors fail to exercise their powers under this sub-section, the company in general meeting may appoint the first auditors, and thereupon the said powers of the directors shall cease. (7) The directors may fill any casual vacancy in the office of auditor, but while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act. (8) The remuneration of the auditors of a company (a)in the case of an auditor appointed by the directors or by the Ministry, may be fixed by the directors or by the Ministry, as the case may be; (b)subject to paragraph (a), shall be fixed by the company in general meeting or in such manner as the company in general meeting may determine. For the purposes of this sub-section, any sums paid by the company in respect of the auditors' expenses shall be deemed to be included in the term "remuneration".][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 154 Provisions as to resolutions relating to appointment and removal of auditors. 154€.(1) Special notice shall be required for a resolution at a company's annual general meeting appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be reappointed. (2) On receipt of notice of such an intended resolution as aforesaid, the company shall forthwith send a copy thereof to the retiring auditor, if any, and to the person, if any, whom the resolution proposes to appoint as auditor. (3) Subject to sub-section (4), where notice is given of such an intended resolution as aforesaid and the retiring auditor makes with respect to the intended resolution representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so (a)in any notice of the resolution given to members of the company, state the fact of the representations having been made; and (b)send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company); (4) Copies of the representations need not be sent out as aforesaid and the representations need not be read out at the meeting as aforesaid if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. (5) Sub-sections (3) and (4) shall apply to a resolution to remove the first auditors by virtue of sub-section (6) of section one hundred and fifty-three as they apply in relation to a resolution that a retiring auditor shall not be reappointed.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 155 Disqualifications for appointment as auditor. 155.(1) A person shall not be qualified for appointment as auditor of any company unless (a)he is a member of a body of accountants established in the United Kingdom and for the time being recognised for the purposes of this paragraph by the Ministry; or (b)he is for the time being authorised by the Ministry to be so appointed either as having similar qualifications obtained outside the United Kingdom or as having obtained adequate knowledge and experience in the course of his employment by a member of a body of accountants recognised for the purposes of paragraph (a) or as having before the twenty-seventh day of October, nineteen hundred and fifty-nine, practised in Northern Ireland as an accountant. (2) None of the following persons shall be qualified for appointment as auditor of a company (a)an officer or servant of the company; (b)except where the company is a private company, a person who is a partner of or in the employment of an officer or servant of the company; (c)a body corporate. References in this sub-section to an officer or servant shall be construed as not including references to an auditor. (3) A person shall also not be qualified for appointment as auditor of a company if he is, by virtue of sub-section (2), disqualified for appointment as auditor of any other body corporate which is that company's subsidiary or holding company or a subsidiary of that company's holding company, or would be so disqualified if the body corporate were a company. (4) Notwithstanding anything in sub-sections (1) to (3), a Scottish firm shall be qualified for appointment as auditor of a company if, but only if, all the partners are qualified for appointment as auditor thereof. (5) Any person who acts as auditor of a company when disqualified under this section shall be liable to a fine not exceeding one hundred pounds.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 156 Auditors' report and right of access to books and to attend and be heard at general meetings. 156.(1) The auditors shall make a report to the members on the accounts examined by them, and on every balance sheet, every profit and loss account and all group accounts laid before the company in general meeting during their tenure of office, and the report shall contain statements as to the matters mentioned in the Seventh Schedule. (2) The auditors' report shall be read before the company in general meeting and shall be open to inspection by any member. (3) Every auditor of a company shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the officers of the company such information and explanation as he thinks necessary for the performance of the duties of the auditors. (4) The auditors of a company shall be entitled to attend any general meeting of the company and to receive all notices of and other communications relating to any general meeting which any member of the company is entitled to receive and to be heard at any general meeting which they attend on any part of the business of the meeting which concerns them as auditors.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 157 Construction of references to documents annexed to accounts. 157.(1) Subject to sub-section (2), references in [the Companies Acts] to a document annexed or required to be annexed to a company's accounts or any of them shall not include the directors' report or the auditors' report. (2) Any information which is required by [the Companies Acts] to be given in accounts, and is thereby allowed to be given in a statement annexed, may be given in the directors' report instead of in the accounts and, if any such information is so given, the report shall be annexed to the accounts and [the Companies Acts] shall apply in relation thereto accordingly, except that the auditors shall report thereon only so far as it gives the said information. Investigation of company's affairs on application of members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 158 158.(1) The Ministry may appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Ministry directs (a)in the case of a company having a share capital, on the application either of not less than two hundred members or of members holding not less than one-tenth of the shares issued; (b)in the case of a company not having a share capital, on the application of not less than one-fifth in number of the persons on the company's register of members. (2) The application shall be supported by such evidence as the Ministry may require for the purpose of showing that the applicants have good reason for requiring the investigation, and the Ministry may, before appointing an inspector, require the applicants to give security, to an amount not exceeding one hundred pounds, for payment of the costs of the investigation. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 159 Investigation of company's affairs in other cases. 159. Without prejudice to its powers under section one hundred and fifty-eight, the Ministry (a)shall appoint one or more competent inspectors to investigate the affairs of a company and to report thereon in such manner as the Ministry directs, if (i)the company by special resolution; or (ii)the court by order; (a)declares that the company's affairs ought to be investigated by an inspector appointed by the Ministry; and (b)may do so if it appears to the Ministry that there are circumstances suggesting (i)that the company's business is being [or has been] conducted with intent to defraud its creditors or the creditors of any other person or otherwise for a fraudulent or unlawful purpose or in a manner oppressive of any part of its members or that it was formed for any fraudulent or unlawful purpose; or (ii)that persons concerned with its formation or the management of its affairs have in connection therewith been guilty of fraud, misfeasance or other misconduct towards it or towards its members; or <(iii)that its members have not been given all the information with respect to its affairs which they might reasonably expect; Power of inspectors to carry investigation into affairs of related companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 160 160. If an inspector appointed under section one hundred and fifty-eight or section one hundred and fifty-nine to investigate the affairs of a company thinks it necessary for the purposes of his investigation to investigate also the affairs of any other body corporate which is or has at any relevant time been the company's subsidiary or holding company or a subsidiary of its holding company or a holding company of its subsidiary, he shall have power so to do, and shall report on the affairs of the other body corporate so far as he thinks the results of his investigation thereof are relevant to the investigation of the affairs of the first-mentioned company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 161 Production of documents, and evidence, on investigation. 161.(1) It shall be the duty of all officers and agents of the company and of all officers and agents of any other body corporate whose affairs are investigated by virtue of section one hundred and sixty to produce to the inspectors all books and documents of or relating to the company or, as the case may be, the other body corporate which are in their custody or power [to attend before the inspectors when required so to do] and otherwise to give to the inspectors all assistance in connection with the investigation which they are reasonably able to give. (2) An inspector may examine on oath the officers and agents of the company or other body corporate in relation to its business, and may administer an oath accordingly. (3) If any officer or agent of the company or other body corporate refuses to produce to the inspectors any book or document which it is his duty under this section so to produce [refuses to attend before the inspectors when required so to do], or refuses to answer any question which is put to him by the inspectors with respect to the affairs of the company or other body corporate, as the case may be, the inspectors may certify the refusal under their hand to the court, and the court may thereupon inquire into the case, and after hearing any witnesses who may be produced against or on behalf of [the alleged offender and after hearing any statement which may be offered in defence, punish the offender in like manner as if he had been guilty of contempt of the court.] (4) Subject to sub-section (5), if an inspector thinks it necessary for the purpose of his investigation that a person whom he has no power to examine on oath should be so examined, he may apply to the court and the court may if it sees fit order that person to attend and be examined on oath before it on any matter relevant to the investigation, and on any such examination (a)the inspector may take part therein either personally or by solicitor or counsel; (b)the court may put such questions to the person examined as the court thinks fit; (c)the person examined shall answer all such questions as the court may put or allow to be put to him, but may at his own cost employ a solicitor with or without counsel, who shall be at liberty to put to him such questions as the court may deem just for the purpose of enabling him to explain or qualify any answers given by him; (5) Notwithstanding anything in paragraph (c) of sub-section (4), the court may allow the person examined such costs as in its discretion it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation. (6) In this section, any reference to officers or to agents shall include past, as well as present, officers or agents, as the case may be, and for the purposes of this section "agents", in relation to a company or other body corporate shall include the bankers and solicitors of the company or other body corporate and any persons employed by the company or other body corporate as auditors, whether those persons are or are not officers of the company or other body corporate. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 162 Inspectors' report. 162.(1) The inspectors may, and, if so directed by the Ministry, shall, make interim reports to the Ministry, and on the conclusion of the investigation shall make a final report to the Ministry. Any such report shall be written or printed, as the Ministry directs. [(1A) The inspectors may, at any time in the course of the investigation, without the necessity of making an interim report, inform the Department of matters coming to their knowledge as a result of the investigation tending to show that an offence has been committed.] (2) The Ministry shall (a)forward a copy of any report made by the inspectors to the registered office of the company; (b)if the Ministry thinks fit, furnish a copy thereof on request and on payment of the prescribed fee to any other person who is a member of the company or of any other body corporate dealt with in the report by virtue of section one hundred and sixty or whose interests as a creditor of the company or of any such other body corporate as aforesaid appear to the Ministry to be affected; (c)where the inspectors are appointed under section one hundred and fifty-eight, furnish, at the request of the applicants for the investigation, a copy to them; and (d)where the inspectors are appointed under section one hundred and fifty-nine in pursuance of an order of the court, furnish a copy to the court; Proceedings on inspectors' report. [ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 163 163.(1) If, from any report made under section 162 or from any information or document obtained under Article 107 or 108 of the Companies (Northern Ireland) Order 1978 it appears to the Department that any civil proceedings ought in the public interest to be brought by any body corporate, the Department may itself bring such proceedings in the name and on behalf of the body corporate (2) The Department shall indemnify the body corporate against any costs or expenses incurred by it in or in connection with any proceedings brought by virtue of sub-section (1). (3) If, in the case of any body corporate liable to be wound up under this Act, it appears to the Department from any report made under section 162 or from any information or document obtained under Article 107 or 108 of the Companies (Northern Ireland) Order 1978 that it is expedient in the public interest that the body should be wound up, the Department may, unless the body is already being wound up by the court, present a petition for it to be so wound up if the court thinks it just and equitable for it to be so wound up. (4) If, in the case of any such body corporate as is mentioned in sub-section (3), it appears to the Department from any report made or information or document obtained as aforesaid that its business is being conducted, or that the powers of its directors are being exercised, in a manner oppressive to any part of its members, the Department may (in addition to, or instead of, presenting a petition under sub-section (3)) present a petition for an order under section 201.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 164 Expenses of investigation of company's affairs. 164.(1) The expenses of and incidental to an investigation by an inspector appointed by the Department under the foregoing provisions of this Act shall be defrayed in the first instance by the Department but the following persons shall, to the extent mentioned, be liable to repay the Department (a)any person who is convicted on a prosecution instituted as a result of the investigation or who is ordered to pay the whole or any part of the costs of proceedings brought by virtue of section 163(1), may in the same proceedings be ordered to pay the said expenses to such extent as may be specified in the order; and (b)any body corporate in whose name proceedings are brought as aforesaid shall be liable to the amount or value of any sums or property recovered by it as a result of those proceedings; and (c)any body corporate dealt with by the report, where the inspector was appointed otherwise than of the Department's own motion, shall be liable, except so far as the Department otherwise directs; and (d)the applicants for the investigation, where the inspector was appointed under section 158, shall be liable to such extent, if any, as the Department may direct; (2) The report of an inspector appointed otherwise than of the Department's own motion may, if he thinks fit, and shall, if the Department so directs, include a recommendation as to the directions, if any, which he thinks appropriate, in the light of his investigation, to be given under sub-section (1)(c) and (d). (3) For the purposes of this section, any costs or expenses incurred by the Department in or in connection with proceedings brought by virtue of section 163(1) (including expenses incurred by virtue of sub-section (2) thereof) shall be treated as expenses of the investigation giving rise to the proceedings. (4) Any liability to repay the Department imposed by sub-section (1)(a) and (b) shall, subject to satisfaction of the Department's right to repayment, be a liability also to indemnify all persons against liability under sub-section (1)(c) and (d) and any such liability imposed by sub-section (1)(a) shall, subject as aforesaid, be a liability also to indemnify all persons against liability under sub-section (1)(b); and any person liable under any paragraph of sub-section (1) shall be entitled to contribution from any other person liable under the same paragraph according to the amount of their respective liabilities thereunder.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165 Inspectors' report to be evidence. 165. A copy of any report of any inspectors appointed under the foregoing provisions of this Act, authenticated by the seal of the company whose affairs they have investigated, shall be admissible in any legal proceeding as evidence of the opinion of the inspectors in relation to any matter contained in the report.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165A Appointment and powers of inspectors to investigate ownership of company. 165A.(1) Where it appears to the Department that there is good reason so to do, the Department may appoint one or more competent inspectors to investigate and report on the membership of any company and otherwise with respect to the company for the purpose of determining the true persons who are or have been financially interested in the success or failure (real or apparent) of the company or able to control or materially to influence the policy of the company. (2) The appointment of an inspector under this section may define the scope of his investigation, whether as respects the matters or the period to which it is to extend or otherwise, and in particular may limit the investigation to matters connected with particular shares or debentures. (3) Where an application for an investigation under this section with respect to particular shares or debentures of a company is made to the Department by members of the company, and the number of applicants or the amount of the shares held by them is not less than that required for an application for the appointment of an inspector under section 158, the Department shall appoint an inspector to conduct the investigation unless the Department is satisfied that the application is vexatious, and the inspector's appointment shall not exclude from the scope of his investigation any matter which the application seeks to have included therein, except in so far as the Department is satisfied that it is unreasonable for that matter to be investigated. (4) Subject to the terms of an inspector's appointment his powers shall extend to the investigation of any circumstances suggesting the existence of an arrangement or understanding which, though not legally binding, is or was observed or likely to be observed in practice and which is relevant to the purposes of his investigation. (5) For the purposes of any investigation under this section, sections 160 to 162 shall apply, with the necessary modifications of references to the affairs of the company or to those of any other body corporate, so, however, that (a)the said sections shall apply in relation to all persons who are or have been, or whom the inspector has reasonable cause to believe to be or have been, financially interested in the success or failure or the apparent success or failure of the company or any other body corporate whose membership is investigated with that of the company, or able to control or materially to influence the policy thereof, including persons concerned only on behalf of others, as they apply in relation to officers and agents of the company or of the other body corporate, as the case may be; and (b)the Department shall not be bound to furnish the company or any other person with a copy of any report by an inspector appointed under this section or with a complete copy thereof if the Department is of opinion that there is good reason for not divulging the contents of the report or of parts thereof, but shall cause to be kept by the registrar a copy of any such report or, as the case may be, the parts of any such report, as respects which they are not of that opinion.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165B Power to require information as to persons interested in shares or debentures. 165B.(1) Where it appears to the Department that there is good reason to investigate the ownership of any shares in or debentures of a company and that it is unnecessary to appoint an inspector for the purpose, the Department may require any person whom the Department has reasonable cause to believe (a)to be or to have been interested in those shares or debentures; or (b)to act or to have acted in relation to those shares or debentures as the solicitor or agent of someone interested therein; (2) For the purposes of this section, a person shall be deemed to have an interest in a share or debenture if he has any right to acquire or dispose of the share or debenture or any interest therein or to vote in respect thereof, or if his consent is necessary for the exercise of any of the rights of other persons interested therein, or if other persons interested therein can be required or are accustomed to excercise their rights in accordance with his instructions. (3) Any person who fails to give any information required of him under this section, or who in giving any such information makes any statement which he knows to be false in a material particular, or recklessly makes any statement which is false in a material particular, shall be guilty of an offence and be liable on summary conviction to imprisonment for a term not exceeding six months, or to a fine not exceeding #500, or to both.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 165C Power to impose restrictions on shares or debentures. 165C.(1) Where in connection with an investigation under either section 165A or section 165B it appears to the Department that there is difficulty in finding out the relevant facts about any shares (whether issued or to be issued), and that the difficulty is due wholly or mainly to the unwillingness of the persons concerned or any of them to assist the investigation as required by this Act, the Department may by order direct that the shares shall until further order be subject to the restrictions imposed by this section. (2) So long as any shares are directed to be subject to the restrictions imposed by this section (a)any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued therewith and any issue thereof, shall be void; (b)no voting rights shall be exercisable in respect of those shares; (c)no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder thereof; (d)except in a liquidation, no payment shall be made of any sums due from the company on those shares, whether in respect of capital or otherwise. (3) Where the Department makes an order directing that shares shall be subject to the said restrictions, or refuses to make an order directing that shares shall cease to be subject thereto, any person aggrieved thereby may apply to the court, and the court may, if it sees fit, direct that the shares shall cease to be subject to the said restrictions. (4) Any order (whether of the Department or of the court) directing that shares shall cease to be subject to the said restrictions which is expressed to be made with a view to permitting a transfer of those shares may continue the restrictions mentioned in paragraphs (c) and (d) of sub-section (2), either in whole or in part, so far as they relate to any right acquired or offer made before the transfer. (5) Any person who (a)exercises or purports to exercise any right to dispose of any shares which, to his knowledge, are for the time being subject to the said restrictions or of any right to be issued with any such shares; or (b)votes in respect of any such shares, whether as holder or proxy, or appoints a proxy to vote in respect thereof; or (c)being the holder of any such shares, fails to notify of their being subject to the said restrictions any person whom he does not know to be aware of that fact but does know to be entitled, apart from the said restrictions, to vote in respect of those shares whether as holder or proxy; (6) Where shares in any company are issued in contravention of the said restrictions, the company and every officer of the company who is in default shall be guilty of an offence and be liable to a fine not exceeding #500. (7) A prosecution shall not be instituted under this section except by or with the consent of the Department. (8) This section shall apply in relation to debentures as it applies in relation to shares.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 166 Saving for solicitors and bankers. 166. Nothing in the foregoing provisions of this Part shall require disclosure to the Ministry or to an inspector appointed by the Ministry (a)by a solicitor of any privileged communication made to him in that capacity, except as respects the name and address of his client; or (b)by a company's bankers as such of any information as to the affairs of any of their customers other than the company.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 166A Extension of powers of investigation to certain bodies incorporated outside Northern Ireland. 166A. Sections 159 to 162, 164, 165 and 166 shall apply to all bodies corporate incorporated outside Northern Ireland which are carrying on business in Northern Ireland or have at any time carried on business therein as if they were companies registered under this Act, but subject to such, if any, adaptations and modifications as may be prescribed.] Directors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 167 167. Every company registered on or after the first day of January, nineteen hundred and thirty-three (other than a private company) shall have at least two directors, and every company registered before that date (other than a private company), and every private company, shall have a director. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 168 Secretary. 168.(1) Every company shall have a secretary and a sole director shall not also be secretary. (2) Anything required or authorised to be done by or to the secretary may, if the office is vacant or there is for any other reason no secretary capable of acting, be done by or to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or to any officer of the company authorised generally or specially in that behalf by the directors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 169 Prohibition of certain persons being director or secretary. 169.(1) A company shall not, ... (a)have as secretary to the company a body corporate the sole director of which is the sole director of the company; or Subs.(2) rep. by 1978 NI 12 art.153(2) sch.7 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 170 Avoidance of acts done by person in dual capacity as director and secretary. 170. A provision requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as dirctor and as, or in place of, the secretary. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 171 Validity of acts of directors. 171. The acts of a director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 172 Restrictions on advertisement of director. 172.(1) A person ... shall not be named as a director or proposed director of a company in a prospectus issued by or on behalf of the company, or as proposed director of an intended company in a prospectus issued in relation to that intended company, or in a statement in lieu of prospectus delivered to the registrar by or on behalf of a company, unless, before ... the publication of the prospectus or the delivery of the statement in lieu of prospectus, as the case may be, he has by himself or by his agent authorised in writing (a)signed and delivered to the registrar of companies for registration a consent [in the prescribed form] to act as such director; and (b)either (i)signed the memorandum for a number of shares not less than his qualification, if any; or (ii)taken from the company and paid or agreed to pay for his qualification shares, if any; or <(iii)signed and delivered to the registrar for registration an undertaking in writing to take from the company and pay for his qualification shares, if any; or <(iv)made and delivered to the registrar for registration a statutory declaration to the effect that a number of shares, not less than his qualification, if any, are registered in his name. (2) Where a person has signed and delivered as aforesaid an undertaking to take and pay for his qualification shares, he shall, as regards those shares, be in the same position as if he had signed the memorandum for that number of shares. (3) References in this section to the share qualification of a director or proposed director shall be construed as including only a share qualification required on appointment or within a period determined by reference to the time of appointment, and references therein to qualification shares shall be construed accordingly. Subs.(4) rep. by 1978 NI 12 art.153(2) sch.7 (5) This section shall not apply to (a)a company not having a share capital; or (b)a private company; or (c)a company which was a private company before becoming a public company; or (d)a prospectus issued by or on behalf of a company after the expiration of one year from the date on which the company was entitled to commence business. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 173 Share qualifications of directors. 173.(1) Without prejudice to the restrictions imposed by section one hundred and seventy-two, it shall be the duty of every director who is by the articles of the company required to hold a specified share qualification, and who is not already qualified, to obtain his qualification within two months after his appointment, or such shorter time as may be fixed by the articles. (2) For the purpose of any provision in the articles requiring a director to hold a specified share qualification, the bearer of a share warrant shall not be deemed to be the holder of the shares specified in the warrant. (3) The office of director of a company shall be vacated if the director does not within two months from the date of his appointment, or within such shorter time as may be fixed by the articles, obtain his qualification, or if after the expiration of the said period or shorter time he ceases at any time to hold his qualification. (4) A person vacating office under this section shall be incapable of being reappointed director of the company until he has obtained his qualification. (5) If after the expiration of the said period or shorter time any unqualified person acts as a director of the company, he shall be liable to a fine not exceeding five pounds for every day between the expiration of the said period or shorter time or the day on which he ceased to be qualified, as the case may be, and the last day on which it is proved that he acted as a director. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 174 Appointment of directors to be voted on individually. 174.(1) At a general meeting of a company [other than a private company], a motion for the appointment of two or more persons as directors of the company by a single resolution shall not be made, unless a resolution that it shall be so made has first been agreed to by the meeting without any vote being given against it. (2) Subject to sub-sections (3) and (4), a resolution moved in contravention of this section shall be void, whether or not its being so moved was objected to at the time. (3) Sub-section (2) shall not be taken as excluding the operation of section one hundred and seventy-one. (4) Where such a resolution moved as aforesaid is passed, no provision for the automatic reappointment of retiring directors in default of another appointment shall apply. (5) For the purposes of this section, a motion for approving a person's appointment or for nominating a person for appointment shall be treated as a motion for his appointment. (6) Nothing in this section shall apply to a resolution altering the company's articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 175 Removal of directors. 175.(1) A company may by ordinary resolution remove a director before the expiration of his period of office, notwithstanding anything in its articles or in any agreement between it and him, so, however, that this sub-section shall not authorise the removal of a director of a private company [holding office for life on the date of the coming into operation of Article 61 of the Companies (Northern Ireland) Order 1978], whether or not he is subject to retirement under an age limit by virtue of the articles or otherwise. (2) Special notice shall be required of any resolution to remove a director under this section or to appoint somebody instead of a director so removed at the meeting at which he is removed, and on receipt of notice of an intended resolution to remove a director under this section the company shall forthwith send a copy thereof to the director concerned, and the director (whether or not he is a member of the company) shall be entitled to be heard on the resolution at the meeting. (3) Subject to sub-section (4), where notice is given of an intended resolution to remove a director under this section and the director concerned makes with respect thereto representations in writing to the company (not exceeding a reasonable length) and requests their notification to members of the company, the company shall, unless the representations are received by it too late for it to do so (a)in any notice of the resolution given to members of the company state the fact of the representations having been made; and (b)send a copy of the representations to every member of the company to whom notice of the meeting is sent (whether before or after receipt of the representations by the company); (4) Copies of the representations need not be sent out as aforesaid and the representations need not be read out at the meeting as aforesaid if, on the application either of the company or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the court may order the company's costs on an application under this section to be paid in whole or in part by the director concerned, notwithstanding that he is not a party to the application. (5) A vacancy created by the removal of a director under this section, if not filled at the meeting at which he is removed, may be filled as a casual vacancy. (6) A person appointed director in place of a person removed under this section shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the person in whose place he is appointed was last appointed director. (7) Nothing in this section shall be taken as depriving a person removed thereunder of compensation or damages payable to him in respect of the termination of his appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 176 Retirement of directors under age limit. 176.(1) Subject to sub-sections (2) to (9), no person shall be capable of being appointed a director of a company which is subject to this section if at the time of his appointment he has attained the age of seventy. (2) Subject as aforesaid, a director of a company which is subject to this section shall vacate his office at the conclusion of the annual general meeting commencing next after he attains the age of seventy. (3) Acts done by a person as director shall be valid notwithstanding that it is afterwards discovered that his appointment had terminated by virtue of sub-section (2). (4) Where a person retires by virtue of sub-section (2), no provision for the automatic reappointment of retiring directors in default of another appointment shall apply; and if at the meeting at which he retires the vacancy is not filled it may be filled as a casual vacancy. Subs.(5) rep. by 1978 NI 12 art.153(2) sch.7 (6) Nothing in sub-sections (1) to (5) shall prevent the appointment of a director at any age, or require a director to retire at any time, if his appointment is or was made or approved by the company in general meeting, but special notice shall be required of any resolution appointing or approving the appointment of a director for it to have effect for the purposes of this sub-section and the notice thereof given to the company and by the company to its members must state or must have stated the age of the person to whom it relates. (7) A person reappointed director on retiring by virtue of sub-section (2), or appointed in place of a director so retiring, shall be treated, for the purpose of determining the time at which he or any other director is to retire, as if he had become director on the day on which the retiring director was last appointed before his retirement; but, except as provided by this sub-section, the retirement of a director out of turn by virtue of sub-section (2) shall be disregarded in determining when any other directors are to retire. (8) In the case of a company first registered after the commencement of this Act, this section shall have effect subject to the provisions of the company's articles; and in the case of a company first registered before the commencement of this Act (a)this section shall have effect subject to any alterations of the company's articles made after the commencement of this Act; and (b)if at the commencement of this Act the company's articles contained provision for retirement of directors under an age limit or for preventing or restricting appointments of directors over a given age this section shall not apply to directors to whom that provision applies. (9) A company shall be subject to this section if it is not a private company or if, being a private company, it is the subsidiary of a body corporate incorporated in the United Kingdom which is neither a private company nor a company registered under the law relating to companies for the time being in force in Great Britain and having provisions in its constitution which would, if it had been registered in Northern Ireland, entitle it to rank as a private company; and for the purposes of any other section of this Act which refers to a company subject to this section, a company shall be deemed to be subject to this section notwithstanding that all or any of the provisions thereof are excluded or modified by the company's articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 177 Duty of directors to disclose age to company. 177.(1) Subject to sub-section (2), any person who is appointed or to his knowledge proposed to be appointed director of a company subject to section one hundred and seventy-six at a time when he has attained any retiring age applicable to him as director either under this Act or under the company's articles shall give notice of his age to the company. (2) Sub-section (1) shall not apply in relation to a person's reappointment on the termination of a previous appointment as director of the company. (3) Any person who (a)fails to give notice of his age as required by this section; or (b)acts as director under any appointment which is invalid or has terminated by reason of his age; (4) For the purposes of sub-section (3), a person who has acted as director under an appointment which is invalid or has terminated shall be deemed to have continued so to act throughout the period from the invalid appointment or the date on which the appointment terminated, as the case may be, until the last day on which he is shown to have acted thereunder. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 178 Provisions as to undischarged bankrupts acting as directors. 178.(1) Subject to sub-section (2), if any person being an undischarged bankrupt acts as director of, or directly or indirectly takes part in or is concerned in the management of, any company except with the leave of the court by which he was adjudged bankrupt, he shall be liable on conviction on indictment to imprisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both such imprisonment and fine. (2) A person shall not be guilty of an offence under this section by reason that he, being an undischarged bankrupt, has acted as director of, or taken part or been concerned in the management of, a company, if he was on the seventeenth day of June, nineteen hundred and thirty, acting as director of, or taking part or being concerned in the management of, that company and has continuously so acted, taken part or been concerned since that date and the bankruptcy was prior to that date. [(2A) The leave of the court for the purposes of this section shall not be given unless notice of intention to apply therefor has been served on the Official Assignee, and it shall be the duty of the Official Assignee, if he is of opinion that it is contrary to the public interest that any such application should be granted, to attend on the hearing of and oppose the granting of the application.] (3) In this section "company" includes an unregistered company and a company incorporated outside Northern Ireland which has an established place of business within Northern Ireland. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 179 Power to restrain fraudulent persons from managing companies. 179.(1) Where (a)a person is convicted on indictment of any offence in connection with the promotion, formation or management of a company; or (b)in the course of winding up a company it appears that a person (i)has been guilty of any offence for which he is liable (whether he has been convicted or not) under section two hundred and ninety-eight; or (ii)has otherwise been guilty, while an officer of the company, of any fraud in relation to the company or of any breach of his duty to the company; (2) In sub-section (1) "the court", in relation to the making of an order against any person by virtue of paragraph (a) thereof, includes the court before which he is convicted, as well as the High Court, and in relation to the granting of leave means the High Court. (3) A person intending to apply for the making of an order under this section by the court having jurisdiction to wind up a company shall give not less than ten days' notice of his intention to the person against whom the order is sought, and on the hearing of the application the last-mentioned person may appear and himself give evidence or call witnesses. (4) An application for the making of an order under this section by the court having jurisdiction to wind up a company may be made by the liquidator of the company [or the Official Assignee] or by any person who is or has been a member or creditor of the company; and on the hearing of any application for an order under this section by the liquidator [or the Official Assignee], or of any application for leave under this section by a person against whom an order has been made on the application of the liquidator, [or the Official Assignee], the liquidator [or the Official Assignee] shall appear and call the attention of the court to any matters which seem to him to be relevant, and may himself give evidence or call witnesses. (5) An order may be made by virtue of sub-paragraph (ii) of paragraph (b) of sub-section (1) notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the order is to be made, and for the purposes of the said sub-paragraph (ii) "officer" shall include any person in accordance with whose directions or instructions the directors of the company have been accustomed to act. (6) If any person acts in contravention of an order made under this section, he shall, in respect of each offence, be liable on conviction on indictment to imprisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 180 Prohibition of tax-free payments to directors. 180.(1) It shall not be lawful for a company to pay a director remuneration (whether as director or otherwise) free of income tax or of income tax other than surtax, or otherwise calculated by reference to or varying with the amount of his income tax or his income tax other than surtax, or to or with the rate or standard rate of income tax, except under a contract which was in force on the twenty-seventh day of October, nineteen hundred and fifty-nine, and provides expressly, and not by reference to the articles, for payment of remuneration as aforesaid. (2) Any provision contained in the company's articles, or in any contract other than such a contract as aforesaid, or in any resolution of a company or a company's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to income tax and surtax, of the net sum for which it actually provides. (3) This section shall not apply to remuneration due before the commencement of this Act or in respect of a period before the commencement of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 181 Prohibition of loans to directors. 181.(1) It shall not be lawful for a company to make a loan to any person who is its director or a director of its holding company, or to enter into any guarantee or provide any security in connection with a loan made to such a person as aforesaid by any other person, so, however, that nothing in this section shall apply Para.(a) rep. by 1978 NI 12 art.153(2) sch.7 (b)subject to sub-section (2), to anything done to provide any such person as aforesaid with funds to meet expenditure incurred or to be incurred by him for the purposes of the company or for the purpose of enabling him properly to perform his duties as an officer of the company; or (c)in the case of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business; (2) Paragraph (b) of sub-section (1) shall not authorise the making of any loan, or the entering into any guarantee, or the provision of any security, except either (a)with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount of the loan or the extent of the guarantee or security, as the case may be, are disclosed; or (b)on condition that, if the approval of the company is not given as aforesaid at or before the next following annual general meeting, the loan shall be repaid or the liability under the guarantee or security shall be discharged, as the case may be, within six months from the conclusion of that meeting. (3) Where the approval of the company is not given as required by any such condition, the directors authorising the making of the loan, or the entering into the guarantee, or the provision of the security, shall be jointly and severally liable to indemnify the company against any loss arising therefrom. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 182 Approval of company requisite for payment by it to director for loss of office, etc. 182. It shall not be lawful for a company to make to any director of the company any payment by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, without particulars with respect to the proposed payment (including the amount thereof) being disclosed to members of the company and the proposal being approved by the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 183 Approval of company requisite for any payment, in connection with transfer of its property, to director for loss of office, etc. 183.(1) It is hereby declared that it is not lawful in connection with the transfer of the whole or any part of the undertaking or property of a company for any payment to be made to any director of the company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, unless particulars with respect to the proposed payment (including the amount thereof) have been disclosed to the members of the company and the proposal approved by the company in general meeting. (2) Where a payment which is hereby declared to be illegal is made to a director of the company, the amount received shall be deemed to have been received by him in trust for the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 184 Duty of director to disclose payment for loss of office, etc., made in connection with transfer of shares in company. 184.(1) Where, in connection with the transfer to any persons of all or any of the shares in a company, being a transfer resulting from (a)an offer made to the general body of shareholders; or (b)an offer made by or on behalf of some other body corporate with a view to the company becoming its subsidiary or a subsidiary of its holding company; or (c)an offer made by or on behalf of an individual with a view to his obtaining the right to exercise or control the exercise of not less than one-third of the voting power at any general meeting of the company; or (d)any other offer which is conditional on acceptance to a given extent; (2) If (a)any such director fails to take reasonable steps as aforesaid; or (b)any person who has been properly required by any such director to include the said particulars in or send them with any such notice as aforesaid fails so to do; (3) If (a)the requirements of sub-section (1) are not complied with in relation to any such payment as is therein mentioned; or (b)the making of the proposed payment is not, before the transfer of any shares in pursuance of the offer, approved by a meeting summoned for the purpose of the holders of the shares to which the offer relates and of other holders of shares of the same class as any of the said shares; (4) Where the shareholders referred to in paragraph (b) of sub-section (3) are not all the members of the company and no provision is made by the articles for summoning or regulating such a meeting as is mentioned in that paragraph, the provisions of this Act and of the company's articles relating to general meetings of the company shall, for that purpose, apply to the meeting either without modification or with such modifications as the Ministry on the application of any person concerned may direct for the purpose of adapting them to the circumstances of the meeting. (5) If at a meeting summoned for the purpose of approving any payment as required by paragraph (b) of sub-section (3) a quorum is not present and, after the meeting has been adjourned to a later date, a quorum is again not present, the payment shall be deemed for the purposes of that sub-section to have been approved. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 185 Provisions supplementary to ss.182 to 184. 185.(1) Where in proceedings for the recovery of any payment as having, by virtue of sub-sections (1) and (2) of section one hundred and eighty-three or sub-sections (1) and (3) of section one hundred and eighty-four, been received by any person in trust, it is shown that (a)the payment was made in pursuance of any arrangement entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement or the offer leading thereto; and (b)the company or any person to whom the transfer was made was privy to that arrangement; (2) If in connection with any such transfer as is mentioned in section one hundred and eighty-three or section one hundred and eighty-four (a)the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of the like shares; or (b)any valuable consideration is given to any such director; (3) It is hereby declared that references in sections one hundred and eighty-two to one hundred and eighty-four to payments made to any director of a company by way of compensation for loss of office, or as consideration for or in connection with his retirement from office, do not include any bona fide payment by way of damages for breach of contract or by way of pension in respect of past services, and for the purposes of this sub-section "pension" includes any superannuation allowance, superannuation gratuity or similar payment. (4) Nothing in sections one hundred and eighty-three and one hundred and eighty-four shall be taken to prejudice the operation of any rule of law requiring disclosure to be made with respect to any such payments as are therein mentioned or with respect to any other like payments made or to be made to the directors of a company. S.186 rep. by 1978 NI 12 art.153(2) sch.7[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 187 Statement as to directors' salaries, pensions, etc., to be furnished to members. 187.(1) Where (a)not less than twenty members having the right to vote at general meetings of a company; or (b)a member or members representing not less than one-twentieth of the total voting rights of members having the right to vote at general meetings of a company; (2) The statement required, by virtue of sub-section (1), to be furnished to members of the company shall show (a)the aggregate amount of the directors' emoluments; and (b)the aggregate amount of directors' or past directors' pensions; and (c)the aggregate amount of any compensation to directors or past directors in respect of loss of office. (3) The amount to be shown under paragraph (a) of sub-section (2) (a)shall include any emoluments paid to or receivable by any person in respect of his services as director of the company or in respect of his services, while director of the company, as director of any subsidiary thereof or otherwise in connection with the management of the affairs of the company or any subsidiary thereof; and (b)shall distinguish between emoluments in respect of services as director, whether of the company or its subsidiary, and other emoluments; (4) The amount to be shown under paragraph (b) of sub-section (2) (a)shall not include any pension paid or receivable under a pension scheme if the scheme is such that the contributions thereunder are substantially adequate for the maintenance of the scheme, but save as aforesaid shall include any pension paid or receivable in respect of any such services of a director or past director of the company as are mentioned in sub-section (3), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any other person; and (b)shall distinguish between pensions in respect of services as director, whether of the company or its subsidiary, and other pensions; (5) The amount to be shown under paragraph (c) of sub-section (2) (a)shall include any sums paid to or receivable by a director or past director by way of compensation for the loss of office as director of the company or for the loss, while director of the company or on or in connection with his ceasing to be a director of the company, of any other office in connection with the management of the company's affairs or of any office as director or otherwise in connection with the management of the affairs of any subsidiary thereof; and (b)shall distinguish between compensation in respect of the office of director, whether of the company or its subsidiary, and compensation in respect of other offices; (6) The amounts to be shown under each paragraph of sub-section (2) (a)shall include all relevant sums paid by or receivable from (i)the company; and (ii)the company's subsidiaries; and <(iii)any other person; (a)except sums to be accounted for to the company or any of its subsidiaries or, by virtue of section one hundred and eighty-four, to past or present members of the company or any of its subsidiaries or any class of those members; and (b)shall distinguish, in the case of the amount to be shown under paragraph (c) of sub-section (2), between the sums respectively paid by or receivable from the company, the company's subsidiaries and persons other than the company and its subsidiaries. (7) The amounts to be shown under this section for any financial year shall be the sums receivable in respect of that year, whenever paid, or, in the case of sums not receivable in respect of a period, the sums paid during that year. (8) Where it is necessary so to do for the purpose of making any distinction required by this section in any amount to be shown thereunder, the directors may apportion any payments between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate. (9) If any director fails to comply with the requirements of this section he shall be liable to a fine not exceeding fifty pounds. (10) In this section any reference to a company's subsidiary (a)in relation to a person who is or was, while a director of the company, a director also by virtue of the company's nomination, direct or indirect, of any other body corporate, shall, subject to paragraph (b), include that body corporate, whether or not it is or was in fact the company's subsidiary; and (b)shall for the purposes of sub-sections (3) and (4) be taken as referring to a subsidiary at the time the services were rendered, and for the purposes of sub-section (5) be taken as referring to a subsidiary immediately before the loss of office as director of the company.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 188 Particulars in accounts of loans to officers, etc. 188.(1) The accounts which, in pursuance of this Act, are to be laid before every company in general meeting shall, subject to the provisions of this section, contain particulars showing (a)the amount of any loans made during the company's financial year to (i)any officer of the company; or (ii)any person who, after the making of the loan, became during that year an officer of the company; (a)by the company or a subsidiary thereof or by any other person under a guarantee from or on a security provided by the company or a subsidiary thereof (including any such loans which were repaid during that year); and (b)the amount of any loans made in manner aforesaid to any such officer or person as aforesaid at any time before the company's financial year and outstanding at the expiration thereof. (2) Sub-section (1) shall not require the inclusion in accounts of particulars of (a)a loan made in the ordinary course of its business by the company or a subsidiary thereof, where the ordinary business of the company or, as the case may be, the subsidiary, includes the lending of money; or (b)a loan made by the company or a subsidiary thereof to an employee of the company or subsidiary, as the case may be, if the loan does not exceed two thousand pounds and is certified by the directors of the company or subsidiary, as the case may be, to have been made in accordance with any practice adopted or about to be adopted by the company or subsidiary with respect to loans to its employees; (3) If in the case of any such accounts as aforesaid the requirements of this section are not complied with, it shall be the duty of the auditors of the company by whom the accounts are examined to include in their report on the balance sheet of the company, so far as they are reasonably able to do so, a statement giving the required particulars. (4) References in this section to a subsidiary shall be taken as referring to a subsidiary at the end of the company's financial year (whether or not a subsidiary at the date of the loan). COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 189 General duty to make disclosure for purposes of ss.187 and 188. 189.(1) It shall be the duty of any director of a company to give notice to the company of such matters relating to himself as may be necessary for the purposes of sections ... one hundred and eighty-seven and of section one hundred and eighty-eight except so far as it relates to loans made, by the company or by any other person under a guarantee from or on a security provided by the company, to an officer thereof. Subs.(2) rep. by 1978 NI 12 art.153(2) sch.7 (3) Sub-section (1) shall apply (a)for the purposes of section one hundred and eighty-eight, in relation to officers other than directors; and (b)for the purposes of section one hundred and eighty-seven and section one hundred and eighty-eight in relation to persons who are or have at any time during the preceding five years been officers; (4) Any person who fails to comply with this section shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 190 Disclosure by directors of interests in contracts. 190.(1) Subject to sub-sections (2) to (6), it shall be the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare the nature of his interest at a meeting of the directors of the company. (2) In the case of a proposed contract the declaration required by this section to be made by a director shall be made at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested. (3) Subject to sub-section (4), for the purpose of this section, a general notice given to the directors of a company by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made. (4) No such notice as aforesaid shall be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given. (5) Any director who fails to comply with this section shall be liable to a fine not exceeding one hundred pounds. (6) Nothing in this section shall be taken to prejudice the operation of any rule of law restricting directors of a company from having any interest in contracts with the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 191 Register of directors and secretaries. 191.(1) Every company shall keep at the same office as its register of members is kept a register of its directors and secretaries. (2) Subject to sub-section (3), the said register shall contain the following particulars with respect to each director (a)his present Christian name and surname and any former Christian name or surname; and (b)his usual residential address; and (c)his nationality; and (d)his business occupation, if any; and (e)particulars of any other directorships held by him; and (f)in the case of a company subject to section one hundred and seventy-six, the date of his birth. (3) It shall not be necessary for the said register to contain particulars of directorships held by a director in companies of which the company is the wholly-owned subsidiary, or which are the wholly-owned subsidiaries either of the company or of another company of which the company is the wholly-owned subsidiary, and for the purposes of this sub-section (a)"company" shall include any body corporate incorporated in Northern Ireland; and (b)a body corporate shall be deemed to be the wholly-owned subsidiary of another if it has no members except that other and that other's wholly-owned subsidiaries and its or their nominees. (4) Subject to sub-section (5), the said register shall contain the following particulars with respect to the secretary or, where there are joint secretaries, with respect to each of them (a)in the case of an individual, his present Christian name and surname, any former Christian name or surname and his usual residential address; and (b)in the case of a body corporate or a Scottish firm, its corporate or firm name and registered or principal office. (5) Where all the partners in a firm are joint secretaries, the name and principal office of the firm may be stated instead of the said particulars. [(6) The company shall within the period of fourteen days from the occurrence of (a)any change among its directors or in its secretary; or (b)any change in the particulars contained in the register, (7) .(8) .](9) The register to be kept under this section shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of [five new pence], or such less sum as the company may prescribe, for each inspection. (10) If any inspection required under this section is refused or if default is made in complying with sub-section (1), (2), (4) or (6), the company and every officer of the company who is in default shall be liable to a default fine. (11) In the case of any such refusal, the court may by order compel an immediate inspection of the register. (12) For the purposes of this section (a)a person in accordance with whose directions or instructions the directors of a company are accustomed to act shall be deemed to be a director and officer of the company; (b)"Christian name" includes a forename; (c)in the case of a peer or person usually known by a title different from his surname, "surname" means that title; (d)references to a former Christian name or surname do not include (i)in the case of a peer or a person usually known by a British title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or (ii)in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of eighteen years or has been changed or disused for a period of not less than twenty years; or <(iii)in the case of a married woman, the name or surname by which she was known previous to the marriage. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 192 Particulars with respect to directors in trade catalogues, circulars, etc. 192.(1) Subject to sub-section (2), every company to which this section applies shall, in all trade catalogues, trade circulars, showcards and business letters on or in which the company's name appears and which are issued or sent by the company to any person in any part of Her Majesty's dominions, state in legible characters with respect to every director being a body corporate, the corporate name, and with respect to every director being an individual, the following particulars (a)his present Christian name, or the initials thereof, and present surname; and (b)any former Christian names and surnames; and (c)his nationality, if not British. (2) If special circumstances exist which render it in the opinion of the Ministry expedient that such an exemption should be granted, the Ministry may by order grant, subject to such conditions as may be specified in the order, exemption from the obligations imposed by sub-section (1). (3) This section shall apply to (a)every company registered under this Act or under the Companies Act (Northern Ireland), 1932, or the Acts repealed thereby unless it was registered before the twenty-third day of November, nineteen hundred and sixteen; and (b)every company incorporated outside Northern Ireland which has an established place of business within Northen Ireland unless it had established such a place of business before the said date; and Para. (c) rep. by 1974 c.39 s.192 sch.5 Pt.II (4) Subject to sub-section (5), if a company makes default in complying with this section every officer of the company who is in default shall be liable on summary conviction for each offence to a fine not exceeding five pounds, and for the purposes of this sub-section, where a body corporate is an officer of the company, any officer of the body corporate shall be deemed to be an officer of the company. (5) No proceedings shall be instituted under this section except by, or with the consent of, the Ministry. (6) For the purposes of this section (a)"director" includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act and "officer" shall be construed accordingly; and (b)"initials" includes a recognised abbreviation of a Christian name; and (c)"showcards" means cards containing or exhibiting articles dealt with, or samples or representations thereof; Limited company may have directors with unlimited liability. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 193 193.(1) In a limited company the liability of the directors, or of the managing director, may, if so provided by the memorandum, be unlimited. (2) In a limited company in which the liability of a director is unlimited, the directors of the company and the member who proposes a person for election or appointment to the office of director, shall add to that proposal a statement that the liability of the person holding that office will be unlimited, and before the person accepts the office or acts therein, notice in writing that his liability will be unlimited shall be given to him by the following or one of the following persons, namely, the promoters of the company, the directors of the company, and the secretary of the company. (3) If any director or proposer makes default in adding such a statement, or if any promoter, director, or secretary makes default in giving such a notice, he shall be liable to a fine not exceeding one hundred pounds, and shall also be liable for any damage which the person so elected or appointed may sustain from the default, but the liability of the person elected or appointed shall not be affected by the default. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 194 Special resolution of limited company making liability of directors unlimited. 194.(1) A limited company, if so authorised by its articles, may, by special resolution, alter its memorandum so as to render unlimited the liability of its directors or of any managing director. (2) Upon the passing of any such special resolution the provisions thereof shall be as valid as if they had been originally contained in the memorandum. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 195 Provisions as to assignment of office by directors. 195. If in the case of any company provision is made by the articles or by any agreement entered into between any person and the company for empowering a director of the company to assign his office as such to another person, any assignment of office made in pursuance of the said provision shall, notwithstanding anything to the contrary contained in the said provision, be of no effect unless and until it is approved by a special resolution of the company. Provisions as to liability of officers and auditors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 196 196. Subject as hereinafter provided, any provision, whether contained in the articles of a company or in any contract with a company or otherwise, for exempting any officer of the company or any person (whether an officer of the company or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that (a)nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and (b)notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under section three hundred and ninety-four in which relief is granted to him by the court. Power to compromise with creditors and members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 197 197.(1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them or between the company and its members or any class of them, the court may, on the application in a summary way of the company or of any creditor or member of the company, or, in the case of a company being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be summoned in such manner as the court directs. (2) If a majority in number representing three-fourths in value of the creditors or class of creditors or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the company or, in the case of a company in the course of being wound up, on the liquidator and contributories of the company. (3) An order made under sub-section (2) shall have no effect until an office copy of the order has been delivered to the registrar of companies for registration, and a copy of every such order shall be annexed to every copy of the memorandum of the company issued after the order has been made, or, in the case of a company not having a memorandum, of every copy so issued of the instrument constituting or defining the constitution of the company. (4) If a company fails to comply with sub-section (3), the company and every officer of the company who is in default shall be liable to a fine not exceeding one pound for each copy in respect of which default is made. (5) In this section and in section one hundred and ninety-eight "company" means any company liable to be wound up under this Act, and "arrangement" includes a re-organisation of the share capital of the company by the consolidation of shares of different classes or by the division of shares into shares of different classes or by both those methods. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 198 Information as to compromises with creditors and members. 198.(1) Where a meeting of creditors or any class of creditors or of members or any class of members is summoned under section one hundred and ninety-seven there shall (a)with every notice summoning the meeting which is sent to a creditor or member, be sent also a statement explaining the effect of the compromise or arrangement and in particular stating any material interests of the directors of the company, whether as directors or as members or as creditors of the company or otherwise, and the effect thereon of the compromise or arrangement, in so far as it is different from the effect on the like interests of other persons; and (b)in every notice summoning the meeting which is given by advertisement, be included either such a statement as aforesaid or a notification of the place at which and the manner in which creditors or members entitled to attend the meeting may obtain copies of such a statement as aforesaid. (2) Where the compromise or arrangement affects the rights of debenture holders of the company, the said statement shall give the like explanation as respects the trustees of any deed for securing the issue of the debentures as it is required to give as respects the company's directors. (3) Where a notice given by advertisement includes a notification that copies of a statement explaining the effect of the compromise or arrangement proposed can be obtained by creditors or members entitled to attend the meeting, every such creditor or member shall, on making application in the manner indicated by the notice, be furnished by the company free of charge with a copy of the statement. (4) Subject to sub-section (5), where a company fails to comply with any requirement of this section, the company and every officer of the company who is in default shall be liable to a fine not exceeding five hundred pounds, and for the purpose of this sub-section any liquidator of the company and any trustee of a deed for securing the issue of debentures of the company shall be deemed to be an officer of the company. (5) A person shall not be liable under sub-section (4) if that person shows that the default was due to the refusal of any other person, being a director or trustee for debenture holders, to supply the necessary particulars as to his interests. (6) It shall be the duty of any director of the company and of any trustee for debenture holders of the company to give notice to the company of such matters relating to himself as may be necessary for the purposes of this section, and any person who makes default in complying with this sub-section shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 199 Provisions for facilitating reconstruction and amalgamation of companies. 199.(1) Where an application is made to the court under section one hundred and ninety-seven for the sanctioning of a compromise or arrangement proposed between a company and any such persons as are mentioned in that section, and it is shown to the court that the compromise or arrangement has been proposed for the purposes of or in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any two or more companies, and that under the scheme the whole or any part of the undertaking or the property of any company concerned in the scheme (in this section referred to as "a transferor company") is to be transferred to another company (in this section referred to as "the transferee company"), the court may, either by the order sanctioning the compromise or arrangement or by any subsequent order, make provision for all or any of the following matters: (a)the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company; (b)the allotting or appropriation by the transferee company of any shares, debentures, policies or other like interests in that company which under the compromise or arrangement are to be allotted or appropriated by that company to or for any person; (c)the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company; (d)the dissolution, without winding up, of any transferor company; (e)the provision to be made for any persons, who within such time and in such manner as the court directs, dissent from the compromise or arrangement; (f)such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out. (2) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, be transferred to and become the liabilities of, the transferee company, and in the case of any property, if the order so directs, freed from any charge which is by virtue of the compromise or arrangement to cease to have effect. (3) Where an order is made under this section, every company in relation to which the order is made shall cause an office copy thereof to be delivered to the registrar of companies for registration within seven days after the making of the order, and if default is made in complying with this sub-section, the company and every officer of the company who is in default shall be liable to a default fine. (4) In this section "property" includes property, rights and powers of every description, and "liabilities" includes duties. (5) Notwithstanding sub-section (5) of section one hundred and ninety-seven, "company" in this section does not include any company other than a company within the meaning of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 200 Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. 200.(1) Subject to sub-section (2), where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as "the transferor company") to another company, whether a company within the meaning of this Act or not (in this section referred to as "the transferee company"), has, within four months after the making of the offer in that behalf by the transferee company been approved by the holders of not less than nine-tenths in value of the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary), the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and when such a notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given the court thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which, under the scheme or contract, the shares of the approving shareholders are to be transferred to the transferee company. (2) Where shares in the transferor company of the same class or classes as the shares whose transfer is involved are already held as aforesaid to a value greater than one-tenth of the aggregate of their value and that of the shares (other than those already held as aforesaid) whose transfer is involved, sub-section (1) shall not apply unless (a)the transferee company offers the same terms to all holders of the shares (other than those already held as aforesaid) whose transfer is involved, or, where those shares include shares of different classes, of each class of them; and (b)the holders who approve the scheme or contract, besides holding not less than nine-tenths in value of the shares (other than those already held as aforesaid) whose transfer is involved, are not less than three-fourths in number of the holders of those shares. (3) Where, in pursuance of any such scheme or contract as aforesaid, shares in a company are transferred to another company or its nominee, and those shares together with any other shares in the first-mentioned company held by, or by a nominee for, the transferee company or its subsidiary at the date of the transfer comprise or include nine-tenths in value of the shares in the first-mentioned company or of any class of those shares, then (a)the transferee company shall within one month from the date of the transfer (unless on a previous transfer in pursuance of the scheme or contract it has already complied with this requirement) give notice of that fact in the prescribed manner to the holders of the remaining shares or of the remaining shares of that class, as the case may be, who have not assented to the scheme or contract; and (b)any such holder may within three months from the giving of the notice to him [himself give notice in the prescribed form requiring] the transferee company to acquire the shares in question; (4) Subject to sub-section (5), where a notice has been given by the transferee company under sub-section (1) and the court has not, on an application made by the dissenting shareholder, ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given, or, if an application to the court by the dissenting shareholder is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company together with an instrument of transfer executed on behalf of the shareholder by any person appointed by the transferee company and on its own behalf by the transferee company, and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the shares which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the holder of those shares. (5) An instrument of transfer shall not be required by virtue of sub-section (4) for any share for which a share warrant is for the time being outstanding. (6) Any sums received by the transferor company under this section shall be paid into a separate bank account, and any such sums and any other consideration so received shall be held y that company on trust for the several persons entitled to the shares in respect of which the said sums or other consideration were respectively received. (7) In this section "dissenting shareholder" includes a shareholder who has not assented to the scheme or contract and any shareholder who has failed or refused to transfer his shares to the transferee company in accordance with the scheme or contract. (8) In relation to an offer made by the transferee company to shareholders of the transferor company before the commencement of this Act, this section shall have effect (a)with the omission, in sub-section (1), of the words "Subject to sub-section (2)," and with the substitution therein for the words "the shares whose transfer is involved (other than shares already held at the date of the offer by, or by a nominee for, the transferee company or its subsidiary)", of the words "the shares affected"; and (b)with the omission of sub-sections (2) and (3); and (c)with the omission, in sub-section (4), of the words "Subject to sub-section (5)," and "together with an instrument of transfer executed on behalf of the shareholder by any person appointed by the transferee company and on its own behalf by the transferee company"; and (d)with the omission of sub-section (5). Remedy in cases of oppression. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 201 201.(1) Any member of a company who complains that the affairs of the company are being conducted or that the powers of the directors of the company are being exercised in a manner oppressive to him or some part of the members (including himself), or in disregard of his or their proper interests as member or members respectively, may apply to the court for an order under this section. (2) In a case falling within [section 163(4)] the Ministry may apply for an order under this section. (3) If on any application under sub-section (1) or sub-section (2) the court is of opinion that the company's affairs are being conducted or that the directors' powers are being exercised as aforesaid, the court may, with a view to bringing to an end the matters complained of, make such order as it thinks fit, whether directing or prohibiting any act or cancelling or varying any transaction or for regulating the conduct of the company's affairs in future, or for the purchase of the shares of any members of the company by other members of the company or by the company and, in the case of a purchase by the company, for the reduction accordingly of the company's capital, or otherwise. (4) Where an order under this section makes any alteration in or addition to any company's memorandum or articles, then, notwithstanding anything in any other provision of this Act but subject to the provisions of the order, the company concerned shall not have power without the leave of the court to make any further alteration in or addition to the memorandum or articles inconsistent with the provisions of the order; but, subject to the foregoing provisions of this sub-section, the alterations or additions made by the order shall be of the same effect as if duly made by resolution of the company and the provisions of this Act shall apply to the memorandum or articles as so altered or added to accordingly. (5) An office copy of any order under this section altering or adding to, or giving leave to alter or add to, a company's memorandum or articles shall, within fourteen days after the making thereof, be delivered by the company to the registrar of companies for registration; and if a company fails to comply with this sub-section, the company and every officer of the company who is in default shall be liable to a default fine. (6) The personal representative of a person who, at the date of his death was a member of a private company, or any trustee of, or person beneficially interested in, the shares of a private company by virtue of the will or intestacy of any such person, may apply to the court under sub-section (1) for an order under this section and, accordingly, any reference in that sub-section to a member of a company shall be construed as including a reference to any such personal representative, trustee or person beneficially interested as aforesaid or to all of them. Modes of winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 202 202.(1) The winding up of a company may be (a)by the court; or (b)voluntary; or (c)subject to the supervision of the court. (2) The provisions of this Act with respect to winding up apply, unless the contrary appears, to the winding up of a company in any of those modes. Liability as contributories of present and past members. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 203 203.(1) In the event of a company being wound up, every present and past member shall be liable to contribute to the assets of the company to an amount sufficient for payment of its debts and liabilities, and the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves, subject to sub-section (2) and the following qualifications: (a)a past member shall not be liable to contribute if he has ceased to be a member for one year or upwards before the commencement of the winding up; (b)a past member shall not be liable to contribute in respect of any debt or liability of the company contracted after he ceased to be a member; (c)a past member shall not be liable to contribute unless it appears to the court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act; (d)in the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member; (e)in the case of a company limited by guarantee, no contribution shall, subject to sub-section (3), be required from any member exceeding the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up; (f)nothing in this Act shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members on the policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of the policy or contract; (g)a sum due to any member of the company, in his character of a member, by way of dividends, profits or otherwise shall not be deemed to be a debt of the company, payable to that member in a case of competition between himself and any other creditor not a member of the company, but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories among themselves. (2) In the winding up of a limited company, any director, whether past or present, whose liability is, under this Act, unlimited, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to make a further contribution as if he were at the commencement of the winding up a member of an unlimited company, so, however, that (a)a past director shall not be liable to make such further contribution if he has ceased to hold office for a year or upwards before the commencement of the winding up; (b)a past director shall not be liable to make such further contribution in respect of any debt or liability of the company contracted after he ceased to hold office; (c)subject to the articles of the company, a director shall not be liable to make such further contribution unless the court deems it necessary to require that contribution in order to satisfy the debts and liabilities of the company and the costs, charges and expenses of the winding up. (3) In the winding up of a company limited by guarantee which has a share capital, every member of the company shall be liable, in addition to the amount undertaken to be contributed by him to the assets of the company in the event of its being wound up, to contribute to the extent of any sums unpaid on any shares held by him. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 204 Definition of ""contributory''. 204. The term "contributory" means every person liable to contribute to the assets of a company in the event of its being wound up, and for the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 205 Liability of contributory. 205. The liability of a contributory shall create a debt accruing due from him at the time when his liability commenced, but payable at the times when calls are made for enforcing the liability. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 206 Contributories in case of death of member. 206.(1) If a contributory dies either before or after he has been placed on the list of contributories, his personal representatives shall be liable in a due course of administration to contribute to the assets of the company in discharge of his liability and shall be contributories accordingly. (2) If the personal representatives make default in paying any money ordered to be paid by them, proceedings may be taken for administering the estate of the deceased contributory and for compelling payment thereout of the money due. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 207 Contributories in case of bankruptcy of member. 207. If a contributory becomes bankrupt, either before or after he has been placed on the list of contributories (a)his assignees or trustee in bankruptcy shall represent him for all the purposes of the winding up, and shall be a contributory accordingly, and may be called on to admit to proof against the estate of the bankrupt, or otherwise to allow to be paid out of his assets in due course of law, any money due from the bankrupt in respect of his liability to contribute to the assets of the company; and (b)there may be proved against the estate of the bankrupt the estimated value of his liability to future calls as well as calls already made. S.208 rep. by 1978 NI 12 art.153(2) sch.7 Jurisdiction to wind up companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 209 209. The High Court shall have jurisdiction to wind up any company. Circumstances in which company may be wound up by court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 210 210. A company may be wound up by the court if (a)the company has by special resolution resolved that the company be wound up by the court; (b)default is made in delivering the statutory report to the registrar or in holding the statutory meeting; (c)the company does not commence its business within a year from its incorporation or suspends its business for a whole year; (d)the number of members is reduced, in the case of a private company, below two, or, in the case of any other company, below seven; (e)the company is unable to pay its debts; (f)the court is of opinion that it is just and equitable that the company should be wound up; (g)the court is satisfied that the matters complained of in an application for an order under section two hundred and one cannot be brought to an end by virtue of an order made under that section. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 211 Definition of inability to pay debts. 211. A company shall be deemed to be unable to pay its debts (a)if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding [#200] then due has served on the company, by leaving it at the registered office of the company, a demand under his hand requiring the company to pay the sum so due and the company has for three weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor; or (b)if, in ... England, execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; or (c)if, in Scotland, the induci' of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest have expired without payment being made; or (d)if it is proved to the satisfaction of the court that the company is unable to pay its debts, and, in determining whether a company is unable to pay its debts, the court shall take into account the contingent and prospective liabilities of the company. Provisions as to applications for winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 212 212.(1) An application to the court for the winding up of a company shall be by petition presented, subject to the provisions of this section, either by the company or by any creditor or creditors (including any contingent or prospective creditor or creditors), contributory or contributories, or by all or any of those parties, together or separately, so, however, that (a)a contributory shall not be entitled to present a winding-up petition unless (i)either the number of members is reduced, in the case of a private company, below two, or, in the case of any other company, below seven; or (ii)the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held by him, and registered in his name, for at least six months during the eighteen months before the commencement of the winding up, or have devolved on him through the death of a former holder; and (b) a winding-up petition shall not, if the ground of the petition is default in delivering the statutory report to the registrar or in holding the statutory meeting, be presented by any person except a shareholder, nor before the expiration of fourteen days after the last day on which the meeting ought to have been held; and (c)the court shall not give a hearing to a winding-up petition presented by a contingent or prospective creditor until such security for costs has been given as the court thinks reasonable and until a prima facie case for winding up has been established to the satisfaction of the court; and (d)in a case falling within sub-section (3) of section one hundred and sixty-three, a winding-up petition may be presented by the Ministry. [(1A) Where a company is being wound up voluntarily or subject to supervision, a winding-up petition may be presented by the Official Assignee as well as by any other person authorised in that behalf under this section, but the court shall not make a winding-up order on the petition unless it is satisfied that the voluntary winding up or winding up subject to supervision cannot be continued with due regard to the interests of the creditors or contributories.] (2) Where, under this Part, any person as being the husband of a female contributory is himself a contributory and a share has, during the whole or any part of the six months mentioned in sub-parargaph (ii) of paragraph (a) of sub-section (1), been held by or registered in the name of the wife or by or in the name of a trustee for the wife or for the husband, the share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the husband. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 213 Powers of court on hearing petition. 213.(1) On hearing a winding-up petition the court may dismiss it, or adjourn the hearing conditionally or unconditionally, or make any interim order, or any other order that it thinks fit, but the court shall not refuse to make a winding-up order on the ground only that the assets of the company have been mortgaged to an amount equal to or in excess of those assets or that the company has no assets. (2) Where the petition is presented on the ground of default in delivering the statutory report to the registrar or in holding the statutory meeting, the court may (a)instead of making a winding-up order, direct that the statutory report shall be delivered or that a meeting shall be held; and (b)order the costs to be paid by any persons who, in the opinion of the court, are responsible for the default. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 214 Power to stay or restrain proceedings against company. 214. At any time after the presentation of a winding-up petition, and before a winding-up order has been made, the company, or any creditor or contributory, may (a)where any action or proceeding against the company is pending in the High Court or Court of Appeal in Northern Ireland or England, apply to the court in which the action or proceeding is pending for a stay of proceedings therein; and (b)where any other action or proceeding is pending against the company, apply to the court to restrain further proceedings in the action or proceeding; Avoidance of dispositions of property, etc., after commencement of winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 215 215. In a winding up by the court, any disposition of the property of the company, including things in action, and any transfer of shares, or alteration in the status of the members of the company, made after the commencement of the winding up, shall, unless the court otherwise orders, be void. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 216 Avoidance of sequestration or distress. 216. Where any company is being wound up by the court any [sequestration or distress] put in force against the estate or effects of the company after the commencement of the winding up shall be void to all intents. Commencement of winding up by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 217 217.(1)Where, before the presentation of a petition for the winding up of a company by the court, a resolution has been passed by the company for voluntary winding up, the winding up of the company shall be deemed to have commenced at the time of the passing of the resolution, and unless the court, on proof of fraud or mistake, thinks fit otherwise to direct, all proceedings taken in the voluntary winding up shall be deemed to have been validly taken. (2) In any other case, the winding up of a company by the court shall be deemed to commence at the time of the presentation of the petition for the winding up. Copy of order to be forwarded to registrar. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 218 218. On the making of a winding-up order, an office copy of the order must forthwith be delivered by the company, or otherwise as may be prescribed, to the registrar of companies for registration. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 219 Actions stayed on winding-up order. 219. When a winding-up order has been made or a provisional liquidator has been appointed, no action or proceeding shall be proceded with or commenced against the company except by leave of the court and subject to such terms as the court may impose. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 220 Effect of winding-up order. 220. An order for winding up a company shall operate in favour of all the creditors and of all the contributories of the company, as if made on the joint petition of a creditor and of a contributory. Power of court to appoint liquidators. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 221 221. For the purpose of conducting the proceedings in winding up a company and performing such duties in reference thereto as the court may impose, the court may appoint a liquidator or liquidators. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 222 Appointment and powers of provisional liquidator. 222.(1) Subject to sub-section (2), the court may appoint a liquidator provisionally at any time after the presentation of a winding-up petition and [before the first appointment of liquidators.] (2) Where a liquidator is provisionally appointed by the court, the court may limit and restrict his powers by the order appointing him.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 222A Appointment, style, etc., of liquidators. 222A. The following provisions with respect to liquidators shall have effect on a winding-up order being made (a)the Official Assignee shall by virtue of his office become the provisional liquidator and shall continue to act as such until he or another person becomes liquidator and is capable of acting as such; (b)subject to paragraph (c), the Official Assignee shall summon separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the court for appointing a liquidator in the place of the Official Assignee; (c)where the winding-up order has been made on the ground that the company is unable to pay its debts, it shall not be necessary for the Official Assignee to summon a meeting of the contributories unless the court, on the application of a contributory, otherwise directs; (d)the court may make any appointment and order required to give effect to a determination under paragraph (b) and, if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matter aforesaid, the court shall decide the difference and make such order thereon as the court may think fit; (e)in a case where a liquidator is not appointed by the court, the Official Assignee shall be the liquidator of the company; (f)the Official Assignee shall by virtue of his office be the liquidator during any vacancy; (g)a liquidator shall be described, where a person other than the Official Assignee is liquidator, by the style of "the liquidator", and, where the Official Assignee is liquidator, by the style of "the Official Assignee and liquidator", of the particular company in respect of which he is appointed and not by his individual name.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 223 Notice by liquidator of his appointment in a winding up by the court. 223.(1) In a winding up by the court, the liquidator shall within fourteen days after his appointment, publish in the Belfast Gazette and deliver to the registrar of companies a notice of his appointment in the form prescribed by the Ministry. (2) Subject to sub-section (3), if the liquidator fails to comply with sub-section (1), he shall be liable to a fine not exceeding five pounds for every day during which the default continues. (3) Sub-section (1) shall be deemed to be satisfied if an office copy of the court order appointing the liquidator has been received by the registrar of companies.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 224 General provisions as to liquidators. 224. The following provisions with respect to the liquidators shall have effect on a winding-up order being made: [(a)the court may determine whether any and what security is to be given by a liquidator on his appointment; (b)a liquidator shall be described by the style of "the official liquidator" of the particular company in respect of which he is appointed and not by his individual name; (c)where an order has been made for winding up a company subject to supervision and an order is afterwards made for winding up by the court, the court may by the last-mentioned or by any subsequent order appoint any person who is then liquidator, either provisionally or permanently, and either with or without any other person, to be liquidator in the winding up by the court;] (d)a liquidator appointed by the court may resign or, on cause shown, be removed by the court; (e)a person [other than the Official Assignee] appointed liquidator shall receive such salary or remuneration by way of percentage or otherwise as the court may direct, and, if more such persons than one are appointed liquidators, their remuneration shall be distributed among them in such proportions as the court directs; (f)a vacancy in the office of a liquidator appointed by the court shall be filled by the court; (g)if more than one liquidator is appointed by the court, the court shall declare whether any act by [this Act] required or authorised to be done by the liquidator is to be done by all or any one or more of the persons appointed; (h)subject to section three hundred and one, the acts of a liquidator shall be valid notwithstanding any defects that may afterwards be discovered in his appointment or qualification. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 225 Custody of company's property. 225.(1) Where a winding-up order has been made or where a provisional liquidator has been appointed, the liquidator or the provisional liquidator, as the case may be, shall take into his custody or under his control all the property and things in action to which the company is or appears to be entitled. [(2) If and so long as there is no liquidator, all the property of the company shall be deemed to be in the custody of the court.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 226 Vesting of property of company in liquidator. 226. Where a company is being wound up by the court, the court may on the application of the liquidator by order direct that all or any part of the property of whatsoever description belonging to the company or held by trustees on its behalf shall vest in the liquidator by his official name, and thereupon the property to which the order relates shall vest accordingly, and the liquidator may, after giving such indemnity, if any, as the court may direct, bring or defend in his official name any action or other legal proceeding which relates to that property or which it is necessary to bring or defend for the purpose of effectually winding up the company and recovering its property. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 227 Powers of liquidator. 227.(1) The liquidator in a winding up by the court shall have power, with the sanction either of the court or of the committee of inspection (a)to bring or defend any action or other legal proceeding in the name and on behalf of the company; (b)to carry on the business of the company so far as may be necessary for the beneficial winding up thereof; (c)to pay any classes of creditors in full; (d)to make any compromise or arrangement with creditors or persons claiming to be creditors, or having or alleging themselves to have any claim, present or future, certain or contingent, ascertained or sounding only in damages against the company, or whereby the company may be rendered liable; (e)to compromise all calls and liabilities to calls, debts and liabilities capable of resulting in debts, and all claims, present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and a contributory or alleged contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets or the winding up of the company, on such terms as may be agreed, and take any security for the discharge of any such call, debt, liability or claim and give a complete discharge in respect thereof. (2) The liquidator in a winding up by the court shall have power (a)to sell the real and personal property and things in action of the company by public auction or private contract, with power to transfer the whole thereof to any person or company or to sell the same in lots and for the purpose of selling the company's land or any part thereof to effectuate such sales by way of fee farm grant, sub fee farm grant, lease, sub-lease, or otherwise, and to sell any rent reserved on any such grant or any reversion expectant upon the determiniation of any such lease; (b)to do all acts and to execute, in the name and on behalf of the company, all deeds, receipts and other documents, and for that purpose to use, when necessary, the company's seal; (c)where any contributory has been adjudged bankrupt or has presented a petition for arrangement with his creditors in pursuance of the Bankruptcy Acts (Northern Ireland), 1857 to 1933, to prove, rank and claim in the bankruptcy or arrangement for any balance against his estate, and to receive dividends in the bankruptcy or arrangement in respect of that balance, as a separate debt due from the bankrupt or arranging debtor, and rateably with the other separate creditors; (d)to draw, accept, make and indorse any bill of exchange or promissory note in the name and on behalf of the company, with the same effect with respect to the liability of the company as if the bill or note had been drawn, accepted, made or indorsed by or on behalf of the company in the course of its business; (e)to raise on the security of the assets of the company any money requisite; (f)to take out in his official name letters of administration to any deceased contributory, and to do in his official name any other act necessary for obtaining payment of any money due from a contributory or his estate which cannot be conveniently done in the name of the company, and in all such cases the money due shall, for the purpose of enabling the liquidator to take out the letters of administration or recover the money, be deemed to be due to the liquidator himself; (g)to appoint a solicitor to assist him in the performance of his duties; (h)to appoint an agent to do any business which the liquidator is unable to do himself; (i)to do all such other things as may be necessary for investigating and winding up the affairs of the company and distributing its assets. (3) The exercise by the liquidator in a winding up by the court of the powers conferred by this section shall be subject to the control of the court, and any creditor or contributory may apply to the court with respect to any exercise or proposed exercise of any of those powers. [(4) The court may provide by any order that the liquidator may, where there is no committee of inspection, exercise any of the powers mentioned in paragraph (a) or paragraph (b) of sub-section (1) without the sanction or intervention of the court.] Meetings of creditors and contributories to determine whether committee of inspection shall be appointed. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 228 228.](1) When a winding-up order has been made by the court, [the liquidator shall, if the court by order so directs, summon a meeting of the creditors of the company or] separate meetings of the creditors and contributories of the company for the purpose of determining whether or not an application is to be made to the court for the appointment of a committee of inspection to act with the liquidator and who are to be the members of the committee if appointed.] (2) The court may make any appointment and order required to give effect to any such determination, and if there is a difference between the determinations of the meetings of the creditors and contributories in respect of the matters aforesaid the court shall decide the difference and make such order thereon as the court may think fit. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 229 Constitution and proceedings of committee of inspection. 229.(1) A committee of inspection appointed in pursuance of this Act shall consist of creditors and contributories of the company or persons holding general powers of attorney from creditors or contributories in such proportions as may be agreed on by the meetings of creditors and contributories or as, in case of difference, may be determined by the court. (2) The committee shall meet at such times as they from time to time appoint, and, failing such appointment, at least once a month, and the liquidator or any member of the committee may also call a meeting of the committee as and when he thinks necessary. (3) The committee may act by a majority of their members present at the meeting but shall not act unless a majority of the committee are present. (4) A member of the committee may resign by notice in writing signed by him and delivered to the liquidator. (5) If a member of the committee becomes bankrupt or compounds or arranges with his creditors or is absent from five consecutive meetings of the committee without the leave of those members who together with himself represent the creditors or contributories, as the case may be, his office shall thereupon become vacant. (6) A member of the committee may be removed by an ordinary resolution at a meeting of creditors, if he represents creditors, or of contributories, if he represents contributories, of which seven days' notice has been given, stating the object of the meeting. (7) Subject to sub-section (8), on a vacancy occurring in the committee the liquidator shall forthwith summon a meeting of creditors or of contributories, as the case may require, to fill the vacancy, and the meeting may, by resolution, reappoint the same or appoint another person, qualified under sub-section (1) to be a member of the committee, to fill the vacancy. (8) If the liquidator, having regard to the position in the winding up, is of the opinion that it is unnecessary for a vacancy occurring in the committee to be filled he may apply to the court and the court may make an order that the vacancy shall not be filled, or shall not be filled except in such circumstances as may be specified in the order. (9) The continuing members of the committee, if not less than two, may act notwithstanding any vacancy in the committee.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 229A Powers of Department where no committee of inspection. 229A. Where in the case of a winding up there is no committee of inspection, the Department may, on the application of the liquidator, do any act or thing or give any direction or permission which is by the Companies Acts authorised or required to be done or given by the committee.] Power to stay winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 230 230.(1) The court may at any time after an order for winding up, on the application [of the liquidator] or any creditor or contributory, and on proof to the satisfaction of the court that all proceedings in relation to the winding up ought to be stayed, make an order staying the proceedings, either altogether or for a limited time, on such terms and conditions as the court thinks fit. (2) On any application under this section the court may, before making an order, require [the liquidator] to furnish to the court a report with respect to any facts or matters which are in his opinion relevant to the application. (3) An office copy of every order made under this section shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies for registration. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 231 Settlement of list of contributories and application of assets. 231.(1) Subject to sub-section (2), as soon as may be after making a winding-up order, the court shall settle a list of contributories, with power to rectify the register of members in all cases where rectification is required in pursuance of this Act, and shall cause the assets of the company to be collected, and applied in discharge of its liabilities. (2) Where it appears to the court that it will not be necessary to make calls on or adjust the rights of contributories, the court may dispense with the settlement of a list of contributories. (3) In settling the list of contributories, the court shall distinguish between persons who are contributories in their own right and persons who are contributories as being representatives of or liable for the debts of others. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 232 Delivery of property to liquidator. 232. The court may, at any time after making a winding-up order, require any contributory for the time being on the list of contributories, and any trustee, receiver, banker, agent or officer of the company to pay, deliver, convey, surrender or transfer forthwith, or within such time as the court directs, to the liquidator any money, property or books and papers in his hands to which the company is prima facie entitled. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 233 Payment of debts due by contributory to company and extent to which set-off allowed. 233.(1) The court may, at any time after making a winding-up order, make an order on any contributory for the time being on the list of contributories to pay, in manner directed by the order, any money due from him or from the estate of the person whom he represents to the company, exclusive of any money payable by him or the estate by virtue of any call in pursuance of this Act. (2) The court in making such an order may (a)in the case of an unlimited company, allow to the contributory by way of set-off any money due to him or to the estate which he represents from the company on any independent dealing or contract with the company, but not any money due to him as a member of the company in respect of any dividend or profit; and (b)in the case of a limited company, make to any director whose liability is unlimited or to his estate the like allowance. (3) In the case of any company, whether limited or unlimited, when all the creditors are paid in full, any money due on any account whatever to a contributory from the company may be allowed to him by way of set-off against any subsequent call. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 234 Power of court to make calls. 234.(1) The court may, at any time after making a winding-up order, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on all or any of the contributories for the time being settled on the list of the contributories to the extent of their liability, for payment of any money which the court considers necessary to satisfy the debts and liabilities of the company, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, and make an order for payment of any calls so made. (2) In making a call the court may take into consideration the probability that some of the contributories may partly or wholly fail to pay the call. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 235 Payment into bank of moneys due to company. 235.(1) The court may order any contributory, purchaser or other person from whom money is due to the company to pay the amount due into such bank as the court may appoint for the purpose to the account of the liquidator instead of to the liquidator, and any such order may be enforced in the same manner as if it had directed payment to the liquidator. (2) All moneys and securities paid or delivered into any such bank as aforesaid in the event of a winding up by the court shall be subject in all respects to the orders of the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 236 Order on contributory conclusive evidence. 236.(1) An order made by the court on a contributory shall, subject to any right of appeal, be conclusive evidence that the money, if any, thereby appearing to be due or ordered to be paid is due. (2) All other pertinent matters stated in the order shall be taken to be truly stated as against all persons and in all proceedings.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 236A Appointment of special manager. 236A.(1) Where the Official Assignee becomes the liquidator of a company, whether provisionally or otherwise, he may, if satisfied that the nature of the estate or business of the company, or the interests of the creditors or contributories generally, require the appointment of a special manager of the estate or business of the company other than himself, apply to the court, and the court may on such application appoint a special manager of the said estate or business to act during such time as the court may direct, with such powers, including any of the powers of a receiver or manager, as may be entrusted to him by the court. (2) The special manager shall give such security and account in such manner as the Department may direct. (3) The special manager shall receive such remuneration as may be fixed by the court.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 237 Power to exclude creditors not proving in time. 237. The court may fix a time or times within which creditors are to prove their debts or claims or to be excluded from the benefit of any distribution made before those debts are proved. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 238 Adjustment of rights of contributories. 238. The court shall adjust the rights of the contributories among themselves and distribute any surplus among the persons entitled thereto. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 239 Inspection of books by creditors and contributories. 239.(1) The court may, at any time after making a winding-up order, make such order for inspection of the books and papers of the company by creditors and contributories as the court thinks just, and any books and papers in the possession of the company may be inspected by creditors or contributories accordingly, but not further or otherwise. (2) Nothing in this section shall be taken as excluding or restricting any statutory rights of (a)a department of the Government of Northern Ireland; or (b)a department of the Government of the United Kingdom; or (c)a person acting under the authority of a department of either such Government. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 240 Power to order costs of winding up to be paid out of assets. 240. The court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the assets of the costs, charges and expenses incurred in the winding up in such order of priority as the court thinks just. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 241 Power to summon persons suspected of having property of company, etc. 241.(1) The court may, at any time after the appointment of a provisional liquidator or the making of a winding-up order, summon before it any officer of the company or person known or suspected to have in his possession any property of the company or supposed to be indebted to the company, or any person whom the court deems capable of giving information concerning the promotion, formation, trade, dealings, affairs or property of the company. (2) The court may examine him on oath concerning the matters aforesaid, either by word of mouth or on written interrogatories, and may reduce his answers to writing and require him to sign them. (3) The court may require him to produce any books and papers in his custody or power relating to the company, but, where he claims any lien on books or papers produced by him, the production shall be without prejudice to that lien, and the court shall have jurisdiction in the winding up to determine all questions relating to that lien. (4) If any person so summoned, after being tendered a reasonable sum for his expenses, refuses to come before the court at the time appointed, not having a lawful impediment (made known to the court at the time of its sitting and allowed by it), the court may cause him to be apprehended and brought before the court for examination.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 242 Attendance of officers of company at meetings of creditors. 242. In the case of a winding up by the court, the court shall have power to require the attendance of any officer of the company at any meeting of creditors or of contributories or of a committee of inspection for the purpose of giving information as to the trade, dealings, affairs or property of the company.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 243 Power to arrest absconding contributory. 243. The court, at any time either before or after making a winding-up order, on proof of probable cause for believing that a contributory is about to quit the United Kingdom or otherwise to abscond or to remove or conceal any of his property for the purpose of evading payment of calls or of avoiding examination respecting the affairs of the company, may cause the contributory to be arrested and his books and papers and movable personal property to be seized and him and them to be safely kept until such time as the court may order. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 244 Powers of court cumulative. 244. Any powers by this Act conferred on the court shall be in addition to and not in restriction of any existing powers of instituting proceedings against any contributory or debtor of the company or the estate of any contributory or debtor, for the recovery of any call or other sums.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 244A Delegation to liquidator of certain powers of court. 244A.(1) Subject to sub-section (2), provision may be made by winding-up rules for enabling or requiring all or any of the powers and duties conferred and imposed on the court by the Companies Acts in respect of the following matters (a)the holding and conducting of meetings to ascertain the wishes of creditors and contributories; (b)the settling of lists of contributories and the rectifying of the register of members where required, and the collecting and applying of the assets; (c)the paying, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator; (d)the making of calls; (e)the fixing of a time within which debts and claims must be proved; (2) The liquidator shall not, without the special leave of the court, rectify the register of members, and shall not make any call without either the special leave of the court or the sanction of the committee of inspection.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 245 Dissolution of company. 245.(1) When the affairs of a company have been completely wound up, the court, if the liquidator makes an application in that behalf, shall make an order that the company be dissolved from the date of the order, and the company shall be dissolved accordingly. (2) An office copy of the order shall within fourteen days from the date thereof be forwarded by the liquidator to the registrar of companies for registration. (3) If the liquidator makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding five pounds for every day during which he is in default. Enforcement throughout United Kingdom of orders made in winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 246 246.(1) Any order made by the court in Northern Ireland for or in the course of winding up a company shall be enforced in England and Scotland in the courts that would respectively have jurisdiction in respect of that company if registered in England or Scotland and in the same manner in all respects as if the order had been made by those courts. (2) Where any order made by one court is required to be enforced by another court, an office copy of the order shall be produced to the proper officer of the court required to enforce the same, and the production of an office copy shall be sufficient evidence of the order, and thereupon the last-mentioned court shall take the requisite steps in the matter for enforcing the order in the same manner as if it had been made by that court.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 247 Appeals from orders. 247. Subject to rules of court, an appeal from any order or decision made or given in the winding up of a company by the court under this Act shall lie in the same manner and subject to the same conditions as an appeal from any order or decision of the court in cases within its ordinary jurisdiction.] Circumstances in which company may be wound up voluntarily. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 248 248.(1) A company may be wound up voluntarily (a)when the period, if any, fixed for the duration of the company by the articles expires, or the event, if any, occurs, on the occurrence of which the articles provide that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up voluntarily; (b)if the company resolves by special resolution that the company be wound up voluntarily; (c)if the company resolves by extraordinary resolution to the effect that it cannot by reason of its liabilities continue its business, and that it is advisable to wind up. (2) In this Act "a resolution for voluntary winding up" means a resolution passed under any paragraph of sub-section (1). COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 249 Notice of resolution to wind up voluntarily. 249.(1) When a company has passed a resolution for voluntary winding up, it shall, within fourteen days after the passing of the resolution, give notice of the resolution by advertisement in the Belfast Gazette. (2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine, and for the purposes of this sub-section the liquidator of the company shall be deemed to be an officer of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 250 Commencement of voluntary winding up. 250. A voluntary winding up shall be deemed to commence at the time of the passing of the resolution for voluntary winding up. Effect of voluntary winding up on business and status of company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 251 251. In case of a voluntary winding up, the company shall, from the commencement of the winding up, cease to carry on its business, except so far as may be required for the beneficial winding up thereof, so, however, that the corporate state and corporate powers of the company shall, notwithstanding anything to the contrary in its articles, continue until it is dissolved. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 252 Avoidance of transfers, etc., after commencement of voluntary winding up. 252. Any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members of the company, made after the commencement of a voluntary winding up, shall be void. Statutory declaration of solvency in case of proposal to wind up voluntarily. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 253 253.(1) Where it is proposed to wind up a company voluntarily, the directors of the company or, in the case of a company having more than two directors, the majority of the directors, may, at a meeting of the directors make a statutory declaration to the effect that they have made a full inquiry into the affairs of the company, and that, having so done, they have formed the opinion that the company will be able to pay its debts in full within such period not exceeding twelve months from the commencement of the winding up as may be specified in the declaration. (2) A declaration made as aforesaid shall have no effect for the purposes of this Act unless (a)it is made within the five weeks immediately preceding the date of the passing of the resolution for winding up the company and is delivered to the registrar of companies for registration before that date; and (b)it embodies a statement of the company's assets and liabilities as at the latest practicable date before the making of the declaration. (3) Any director of a company making a declaration under this section without having reasonable grounds for the opinion that the company will be able to pay its debts in full within the period specified in the declaration, shall be liable to imprisonment for a period not exceeding six months or to a fine not exceeding five hundred pounds or to both; and if the company is wound up in pursuance of a resolution passed within the period of five weeks after the making of the declaration, but its debts are not paid or provided for in full within the period stated in the declaration, it shall be presumed until the contrary is shown that the director did not have reasonable grounds for his opinion. (4) A winding up in the case of which a declaration has been made and delivered in accordance with this section or section two hundred and two of the Companies Act (Northern Ireland), 1932, is in this Act referred to as "a members' voluntary winding up", and a winding up in the case of which a declaration has not been made and delivered as aforesaid is in this Act referred to as "a creditors' voluntary winding up". (5) Sub-sections (1) to (3) shall not apply to a winding up commenced before the commencement of this Act. Provisions applicable to a members' winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 254 254. Sections two hundred and fifty-five to two hundred and sixty-one shall, subject to the last-mentioned section, apply in relation to a members' voluntary winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 255 Power of company to appoint and fix remuneration of liquidators. 255.(1) The company in general meeting shall appoint one or more liquidators for the purpose of winding up the affairs and distributing the assets of the company, and may fix the remuneration to be paid to him or them. (2) On the appointment of a liquidator all the powers of the directors shall cease, except so far as the company in general meeting or the liquidator sanctions the continuance thereof. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 256 Power to fill vacancy in office of liquidator. 256.(1) If a vacancy occurs by death, resignation or otherwise in the office of liquidator appointed by the company, the company in general meeting may, subject to any arrangement with its creditors, fill the vacancy. (2) For that purpose a general meeting may be convened by any contributory or, if there were more liquidators than one, by the continuing liquidators. (3) The meeting shall be held in manner provided by this Act or by the articles, or in such manner as may, on application by any contributory or by the continuing liquidators, be determined by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 257 Power of liquidator to accept shares, etc., as consideration for sale of property of company. 257.(1) Where a company is proposed to be, or is in course of being, wound up altogether voluntarily, and the whole or part of its business or property is proposed to be transferred or sold to another company, whether a company within the meaning of this Act or not (in this section referred to as "the transferee company"), the liquidator of the first-mentioned company (in this section referred to as "the transferor company") may, with the sanction of a special resolution of that company, conferring either a general authority on the liquidator or an authority in respect of any particular arrangement, receive, in compensation or part compensation for the transfer or sale, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or may enter into any other arrangement whereby the members of the transferor company may, in lieu of receiving cash, shares, policies or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the transferee company. (2) Any sale or arrangement in pursuance of this section shall be binding on the members of the transferor company. (3) If any member of the transferor company who did not vote in favour of the special resolution expresses his dissent therefrom in writing addressed to the liquidator, and left at the registered office of the company within seven days after the passing of the resolution, he may require the liquidator either to abstain from carrying the resolution into effect or to purchase his interest at a price to be determined by agreement or by arbitration in manner provided by this section. (4) If the liquidator elects to purchase the member's interest, the purchase money must be paid before the company is dissolved and be raised by the liquidator in such manner as may be determined by special resolution. (5) A special resolution shall not be invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but, if an order is made within a year for winding up the company by or subject to the supervision of the court, the special resolution shall not be valid unless sanctioned by the court. (6) For the purposes of an arbitration under this section, the provisions of the Companies Clauses Consolidation Act, 1845, shall be incorporated with this Act, and in the construction of those provisions this Act shall be deemed to be the special Act and "the company" shall mean the transferor company, and any appointment by the said incorporated provisions directed to be made under the hand of the secretary or any two of the directors may be made under the hand of the liquidator, or, if there is more than one liquidator, then of any two or more of the liquidators. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 258 Duty of liquidator to call creditors' meeting in case of insolvency. 258.(1) If, in the case of a winding up commenced after the commencement of this Act, the liquidator is at any time of opinion that the company will not be able to pay its debts in full within the period stated in the declaration under section two hundred and fifty-three he shall forthwith summon a meeting of the creditors, and shall lay before the meeting a statement of the assets and liabilities of the company. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 259 Duty of liquidator to call general meeting at end of each year. 259.(1) Subject to section two hundred and sixty-one, in the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the Ministry may allow, and shall lay before the meeting an account of his acts and dealings and of the conduct of the winding up during the preceding year. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding ten pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 260 Final meeting and dissolution. 260.(1) Subject to section two hundred and sixty-one, as soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting of the company for the purpose of laying before it the account, and giving any explanation thereof. (2) The meeting shall be called by advertisement in the Belfast Gazette, specifying the time, place and object thereof, and published one month at least before the meeting. (3) Within one week after the meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meeting and of its date, and if the copy is not sent or the return is not made in accordance with this sub-section the liquidator shall be liable to a fine not exceeding five pounds for every day during which the default continues, so, however, that if a quorum is not present at the meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat, and upon such a return being made the provisions of this sub-section as to the making of the return shall be deemed to have been complied with. (4) Subject to sub-section (5), the registrar on receiving the account and either of the returns hereinbefore mentioned shall forthwith register them, and on the expiration of three months from the registration of the return the company shall be deemed to be dissolved. (5) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit. (6) It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine not exceeding five pounds for every day during which the default continues. (7) If the liquidator fails to call a general meeting of the company as required by this section, he shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 261 Alternative provisions as to annual and final meetings in case of insolvency. 261.(1) Subject to sub-section (2), where section two hundred and fifty-eight has effect, sections two hundred and sixty-nine and two hundred and seventy shall apply to the winding up to the exclusion of sections two hundred and fifty-nine and two hundred and sixty, as if the winding up were a creditors' voluntary winding up and not a members' voluntary winding up. (2) The liquidator shall not be required to summon a meeting of creditors under section two hundred and sixty-nine at the end of the first year from the commencement of the winding up, unless the meeting held under section two hundred and fifty-eight is held more than three months before the end of that year. Provisions applicable to a creditors' winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 262 262. Sections two hundred and sixty-three to two hundred and seventy shall apply in relation to a creditors' voluntary winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 263 Meeting of creditors. 263.(1) The company shall cause a meeting of the creditors of the company to be summoned for the day, or the day next following the day, on which there is to be held the meeting at which the resolution for voluntary winding up is to be proposed, and shall cause the notices of the said meeting of creditors to be sent by post to the creditors simultaneously with the sending of the notices of the said meeting of the company. (2) The company shall cause notice of the meeting of the creditors to be advertised once in the Belfast Gazette and once at least in two local newspapers circulating in the district where the registered office or principal place of business of the company is situate. (3) The directors of the company shall (a)cause a full statement of the position of the company's affairs together with a list of the creditors of the company and the estimated amount of their claims to be laid before the meeting of the creditors to be held as aforesaid; and (b)appoint one of their number to preside at the said meeting. (4) It shall be the duty of the director appointed to preside at the meeting of creditors to attend the meeting and preside thereat. (5) If the meeting of the company at which the resolution for voluntary winding up is to be proposed is adjourned and the resolution is passed at an adjourned meeting, any resolution passed at the meeting of the creditors held in pursuance of sub-section (1) shall have effect as if it had been passed immediately after the passing of the resolution for winding up the company. (6) If default is made (a)by the company in complying with sub-sections (1) and (2); (b)by the directors of the company in complying with sub-section (3); (c)by any director of the company in complying with sub-section (4); Appointment of liquidator. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 264 264.(1) Subject to sub-section (2), the creditors and the company at their respective meetings mentioned in section two hundred and sixty-three may nominate a person to be liquidator for the purpose of winding up the affairs and distributing the assets of the company, and if the creditors and the company nominate different persons, the person nominated by the creditors shall be liquidator, and if no person is nominated by the creditors the person, if any, nominated by the company shall be liquidator. (2) Where different persons are nominated as liquidator, any director, member or creditor of the company may, within seven days after the date on which the nomination was made by the creditors, apply to the court for an order either directing that the person nominated as liquidator by the company shall be liquidator instead of or jointly with the person nominated by the creditors or appointing some other person to be liquidator instead of the person appointed by the creditors. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 265 Appointment of committee of inspection. 265.(1) Subject to sub-section (2), the creditors at the meeting to be held in pursuance of section two hundred and and sixty-three or at any subsequent meeting may, if they think fit, appoint a committee of inspection consisting of not more than five persons, and if such a committee is appointed the company may, either at the meeting at which the resolution for voluntary winding up is passed or at any time subsequently in general meeting, appoint such number of persons as they think fit to act as members of the committee not exceeding five in number. (2) The creditors may, if they think fit, resolve that all or any of the persons so appointed by the company ought not to be members of the committee of inspection, and, if the creditors so resolve, the persons mentioned in the resolution shall not, unless the court otherwise directs, be qualified to act as members of the committee, and on any application to the court under this sub-section the court may, if it thinks fit, appoint other persons to act as such members in place of the persons mentioned in the resolution. (3) Subject to sub-sections (1) and (2) and to rules of court, section two hundred and twenty-nine (except sub-section (1)) shall apply with respect to a committee of inspection appointed under this section as it applies with respect to a committee of inspection appointed in a winding up by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 266 Fixing of liquidators' remuneration and cesser of directors' powers. 266.(1) The committee of inspection, or if there is no such committee, the creditors, may fix the remuneration to be paid to the liquidator or liquidators. (2) On the appointment of a liquidator, all the powers of the directors shall cease, except so far as the committee of inspection, or if there is no such committee, the creditors, sanction the continuance thereof. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 267 Power to fill vacancy in office of liquidator. 267. If a vacancy occurs, by death, resignation or otherwise, in the office of a liquidator, other than a liquidator appointed by, or by the direction of, the court, the creditors may fill the vacancy. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 268 Application of s.257 to a creditors' voluntary winding up. 268. Section two hundred and fifty-seven shall apply in the case of a creditors' voluntary winding up as in the case of a members' voluntary winding up, with the modification that the powers of the liquidator under that section shall not be exercised except with the sanction either of the court or of the committee of inspection. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 269 Duty of liquidator to call meetings of company and of creditors at end of each year. 269.(1) In the event of the winding up continuing for more than one year, the liquidator shall summon a general meeting of the company and a meeting of the creditors at the end of the first year from the commencement of the winding up, and of each succeeding year, or at the first convenient date within three months from the end of the year or such longer period as the Ministry may allow, and shall lay before the meetings an account of his acts and dealings and of the conduct of the winding up during the preceding year. (2) If the liquidator fails to comply with this section, he shall be liable to a fine not exceeding ten pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 270 Final meeting and dissolution. 270.(1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account of the winding up, showing how the winding up has been conducted and the property of the company has been disposed of, and thereupon shall call a general meeting of the company and a meeting of the creditors for the purpose of laying the account before the meetings and giving any explanation thereof. (2) Each such meeting shall be called by advertisement in the Belfast Gazette specifying the time, place and object thereof, and published one month at least before the meeting. (3) Within one week after the date of the meetings, or, if the meetings are not held on the same date, after the date of the later meeting, the liquidator shall send to the registrar of companies a copy of the account, and shall make a return to him of the holding of the meetings and of their dates, and if the copy is not sent or the return is not made in accordance with this sub-section the liquidator shall be liable to a fine not exceeding five pounds for every day during which the default continues, so, however, that if a quorum is not present at either such meeting, the liquidator shall, in lieu of the return hereinbefore mentioned, make a return that the meeting was duly summoned and that no quorum was present thereat and upon such a return being made the provisions of this sub-section as to the making of the return shall, in respect of that meeting, be deemed to have been complied with. (4) Subject to sub-section (5), the registrar on receiving the account and, in respect of each such meeting, either of the returns hereinbefore mentioned, shall forthwith register them, and on the expiration of three months from the registration thereof the company shall be deemed to be dissolved. (5) The court may, on the application of the liquidator or of any other person who appears to the court to be interested, make an order deferring the date at which the dissolution of the company is to take effect for such time as the court thinks fit. (6) It shall be the duty of the person on whose application an order of the court under this section is made, within seven days after the making of the order, to deliver to the registrar an office copy of the order for registration, and if that person fails so to do he shall be liable to a fine not exceeding five pounds for every day during which the default continues. (7) If the liquidator fails to call a general meeting of the company or a meeting of the creditors as required by this section, he shall be liable to a fine not exceeding fifty pounds. Provisions applicable to every voluntary winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 271 271. Sections two hundred and seventy-two to two hundred and seventy-nine shall apply to every voluntary winding up whether a members' or a creditors' winding up. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 272 Distribution of property of company. 272. Subject to the provisions of this Act as to preferential payments, the property of a company shall, on its winding up, be applied in satisfaction of its liabilities pari passu, and, subject to such application, shall, unless the articles otherwise provide, be distributed among the members according to their rights and interests in the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 273 Powers and duties of liquidator in voluntary winding up. 273.(1) The liquidator may (a)in the case of a members' voluntary winding up, with the sanction of an extraordinary resolution of the company, and, in the case of a creditors' voluntary winding up, with the sanction of the court or the committee of inspection or (if there is no such committee) a meeting of the creditors, exercise any of the powers given by paragraphs (c), (d) and (e) of sub-section (1) of section two hundred and twenty-seven to a liquidator in a winding up by the court; (b)without sanction, exercise any of the other powers by this Act given to the liquidator in a winding up by the court; (c)exercise the power of the court under this Act of settling a list of contributories, and the list of contributories shall be prima facie evidence of the liability of the persons named therein to be contributories; (d)exercise the power of the court of making calls; (e)summon general meetings of the company for the purpose of obtaining the sanction of the company by special or extraordinary resolution or for any other purpose he may think fit. (2) The liquidator shall pay the debts of the company and shall adjust the rights of the contributories among themselves. (3) When several liquidators are appointed, any power given by this Act may be exercised by such one or more of them as may be determined at the time of their appointment, or, in default of such determination, by any number not less than two. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 274 Power of court to appoint and remove liquidator in voluntary winding up. 274.(1) If from any cause whatever there is no liquidator acting, the court may appoint a liquidator. (2) The court may, on cause shown, remove a liquidator and appoint another liquidator. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 275 Notice by liquidator of his appointment. 275.(1) The liquidator shall, within fourteen days after his appointment, publish in the Belfast Gazette and deliver to the registrar of companies for registration a notice of his appointment in the form prescribed by the Ministry. (2) If the liquidator fails to comply with the requirements of this section he shall be liable to a fine not exceeding five pounds for every day during which the default continues. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 276 Arrangement when binding on creditors. 276.(1) Any arrangement entered into between a company about to be, or in the course of being, wound up and its creditors shall, subject to the right of appeal under this section, be binding on the company if sanctioned by an extraordinary resolution and on the creditors if acceded to by three-fourths in number and value of the creditors. (2) Any creditor or contributory may, within three weeks from the completion of the arrangement, appeal to the court against it, and the court may thereupon, as it thinks just, amend, vary or confirm the arrangement. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 277 Power to apply to court to have questions determined or powers exercised. 277.(1) The liquidator or any contributory or creditor may apply to the court to determine any question arising in the winding up of a company, or to exercise, as respects the enforcing of calls or any other matter, all or any of the powers which the court might exercise if the company were being wound up by the court. (2) The court, if satisfied that the determination of the question or the required exercise of power will be just and beneficial, may accede wholly or partially to the application on such terms and conditions as it thinks fit or may make such other order on the application as it thinks just. (3) An office copy of an order made by virtue of this section staying the proceedings in the winding up shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies for registration. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 278 Costs of voluntary winding up. 278. All costs, charges and expenses properly incurred in the winding up, including the remuneration of the liquidator, shall be payable out of the assets of the company in priority to all other claims. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 279 Saving for rights of creditors and contributories. 279. The winding up of a company shall not bar the right of any creditor or contributory to have it wound up by the court, but in the case of an application by a contributory the court must be satisfied that the rights of the contributories will be prejudiced by a voluntary winding up. Power to order winding up subject to supervision. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 280 280. When a company has passed a resolution for voluntary winding up, the court may make an order that the voluntary winding up shall continue but subject to such supervision of the court, and with such liberty for creditors, contributories, or others to apply to the court, and generally on such terms and conditions, as the court thinks just. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 281 Effect of petition for winding up subject to supervision. 281. A petition for the continuance of a voluntary winding up subject to the supervision of the court shall, for the purpose of giving jurisdiction to the court over actions, be deemed to be a petition for winding up by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 282 Application of ss.215 and 216 to winding up subject to supervision. 282. A winding up subject to the supervision of the court shall, for the purposes of sections two hundred and fifteen and two hundred and sixteen be deemed to be a winding up by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 283 Power of court to appoint or remove liquidators. 283.(1) Where an order is made for a winding up subject to supervision, the court may by that or any subsequent order appoint an additional liquidator. (2) A liquidator appointed by the court under this section shall have the same powers, be subject to the same obligations, and in all respects stand in the same position, as if he had been duly appointed in accordance with the provisions of this Act with respect to the appointment of liquidators in a voluntary winding up. (3) The court may remove any liquidator so appointed by the court or any liquidator continued under the supervision order and fill any vacancy occasioned by the removal, or by death or resignation. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 284 Effect of supervision order. 284.(1) Subject to sub-section (2), where an order is made for a winding up subject to supervision, the liquidator may, subject to any restrictions imposed by the court, exercise all his powers, without the sanction or intervention of the court, in the same manner as if the company were being wound up altogether voluntarily. (2) The powers specified in paragraphs (c), (d) and (e) of sub-section (1) of section two hundred and twenty-seven shall not be exercised by the liquidator except with the sanction of the court or, in a case where before the order the winding up was a creditors' voluntary winding up, with the sanction of the court or the committee of inspection, or (if there is no such committee) a meeting of the creditors. (3) Subject to sub-section (4), a winding up subject to the supervision of the court is not a winding up by the court for the purpose of the following provisions, namely, those contained in [sections two hundred and twenty-one, two hundred and twenty-two, two hundred and twenty-four (except paragraph (h)), two hundred and twenty-eight and two hundred and twenty-nine], but, subject as aforesaid, an order for a winding up subject to supervision shall for all purposes be deemed to be an order for winding up by the court. (4) Where the order for winding up subject to supervision was made in relation to a creditors' voluntary winding up in which a committee of inspection had been appointed, the order shall be deemed to be an order for winding up by the court for the purpose of section two hundred and twenty-nine (except sub-section (1) thereof) except in so far as the operation of that section is excluded in a voluntary winding up by [rules of court.] Debts of all descriptions may be proved. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 285 285. In every winding up (subject, in the case of insolvent companies, to the application in accordance with the provisions of this Act of the law of bankruptcy) all debts payable on a contingency, and all claims against the company, present or future, certain or contingent ascertained or sounding only in damages, shall be admissible to proof against the company, a just estimate being made, so far as possible, of the value of such debts or claims as may be subject to any contingency or sound only in damages, or for some other reason do not bear a certain value. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 286 Application of bankruptcy rules in winding up of insolvent companies. 286. In the winding up of an insolvent company the same rules shall prevail and be observed with regard to the respective rights of secured and unsecured creditors and to debts provable and to the valuation of annuities and furture and contingent liabilities as are in force for the time being under the law of bankruptcy with respect to the estates of persons adjudged bankrupt, and all persons who in any such case would be entitled to prove for and receive dividends out of the assets of the company may come in under the winding up and make such claims against the company as they respectively are entitled to by virtue of this section.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 287 Preferential payments. 287.(1) In a winding up there shall be paid in priority to all other debts (a)the following rates and taxes (i)all local rates, regional rate and district rate due from the company at the relevant date, and having become due and payable within twelve months next before that date; (ii)all income tax, profits tax, excess profits tax, excess profits levy or other assessed taxes assessed on the company up to the fifth day of April next before that date, and not exceeding in the whole one year's assessment; <(iii)any sums due at the relevant date from the company on account of tax deductions, as defined in sub-section (4) of section 30 of the Finance Act 1952 for the twelve months next before that date; <(iv)any amount due by way of the general betting duty under section 16 of the Miscellaneous Transferred Excise Duties Act (Northern Ireland) 1972 or by virtue of section 24(1) of that Act from the company at the relevant date which became due within twelve months next before that date; (v)the amount of any value added tax or car tax due at the relevant date from the company which became due within the twelve months next before that date; (b)all wages or salary (whether or not earned wholly or in part by way of commission) of any clerk or servant in respect of services rendered to the company during four months next before the relevant date; (c)all wages (whether payable for time or for piece work) of any workman or labourer in respect of services rendered to the company during four months next before the relevant date; (d)any sum ordered under the Reinstatement in Civil Employment Act 1944, Part II of the National Service Act 1948 or the Reinstatement in Civil Employment Act 1950 to be paid by way of compensation where the default by reason of which the order for compensation was made occurred before the relevant date, whether or not the order was made before that date; (e)unless the company is being wound up voluntarily merely for the purposes of reconstruction or of amalgamation with another company, all the debts specified in section 144(2) of the Social Security (Northern Ireland) Act 1975, Schedule 4 to the Social Security Pensions (Northern Ireland) Order 1975 and any corresponding provisions in force in Great Britain; (f)all accrued holiday remuneration becoming payable to any clerk, servant, workman or labourer (or in the case of his death to any other person in his right) on the termination of his employment with the company before or by the effect of the winding-up order or resolution. (2) Notwithstanding anything in paragraphs (b), (c) and (d) of sub-section (1), but subject to sub-section (3), the sum to which priority is to be given under those paragraphs respectively shall not, in the case of any one claimant, exceed #800. (3) Where a claimant under paragraph (c) of sub-section (1) is a labourer in husbandry who has entered into a contract for the payment of a portion of his wages in a lump sum at the end of the year of hiring, he shall have priority in respect of the whole of such sum, or a part thereof, as the court may decide to be due under the contract, proportionate to the time of service up to the relevant date. (4) Where any payment has been made (a)to any clerk, servant, workman or labourer in the employment of a company, on account of wages or salary; or (b)to any such clerk, servant, workman or labourer or, in the case of his death, to any other person in his right, on account of accrued holiday remuneration; (5) The foregoing debts shall (a)rank equally among themselves and be paid in full, unless the assets are insufficient to meet them, in which case they shall abate in equal proportions; and (b)so far as the assets of the company available for payment of general creditors are insufficient to meet them, have priority over the claims of holders of debentures under any floating charge created by the company, and be paid accordingly out of any property comprised in or subject to that charge. (6) Subject to the retention of such sums as may be necessary for the costs and expenses of the winding up, the foregoing debts shall be discharged forthwith so far as the assets are sufficient to meet them, and in the case of debts to which priority is given by paragraph (e) of sub-section (1) formal proof thereof shall not be required except in so far as is otherwise prescribed. (7) For the purposes of this section (a)any remuneration in respect of a period of holiday or of absence from work through sickness or other good cause shall be deemed to be wages in respect of services rendered to the company during that period; (b)"accrued holiday remuneration" includes, in relation to any person, all sums which, by virtue either of his contract of employment or of any enactment (including any order made or direction given under any Act) are payable on account of the remuneration which would, in the ordinary course, have become payable to him in respect of a period of holiday had his employment with the company continued until he became entitled to be allowed the holiday; (c)references to remuneration in respect of a period of holiday include any sums which, if they had been paid, would have been treated for the purposes of the Social Security (Northern Ireland) Act 1975 or the Social Security Act 1975 as earnings paid in that period; (d)any amount owed by an employer to an employee in respect of (i)a guarantee payment under Article 3 of the Industrial Relations (No. 2) (Northern Ireland) Order 1976; (ii)remuneration on suspension on medical grounds under Article 9 of the said Order of 1976; <(iii)any payment for time off under Article 37(4) or 41(3) of the said Order of 1976; <(iv)remuneration under a protective award made under Article 51 of the Industrial Relations (Northern Ireland) Order 1976; (d)shall be treated as if it were wages payable by the employer to the employee in respect of the period for which it is payable; (e)"the relevant date" means (i)where a company is ordered to be wound up compulsorily, the date of the appointment (or first appointment) of a provisional liquidator, or, if no such appointment was made, the date of the winding-up order, unless in either case the company had commenced to be wound up voluntarily before that date; and (ii)where sub-paragraph (i) does not apply, the date of the passing of the resolution for the winding up of the company; (f)the value added tax which became due within the twelve months mentioned in sub-section (1)(a)(v) in respect of any prescribed accounting period (within the meaning of section [3(1)] of the Finance Act 1972) falling partly within and partly outside those twelve months shall be taken to be such part of the tax due for the whole of that accounting period as is proportionate to the part of the period falling within those twelve months. (8) For the purposes of section 92, paragraph (f) of sub-section (1) shall have effect as if for the reference to a winding-up order or resolution there were substituted a reference to the appointment of a receiver or possession being taken, by or on behalf of the debenture holders, of the company's property. (9) Where the relevant date or, where section 92 has effect, the corresponding date referred to in sub-section (2) of that section, occurred before the coming into operation of Article 85 of the Companies (Northern Ireland) Order 1978, the provisions relating to preferential payments which would have applied if that Order had not been made shall be deemed to remain in full force.] (2) In relation to things made or done before the commencement of this Act, sub-section (1) shall have effect with the substitution, for references to six months, of references to three months. (3) Any conveyance or assignment by a company of all its property to trustees for the benefit of all its creditors shall be void to all intents. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 289 Fraudulent preference. 289.(1) Where (a)a company is being wound up; and (b)anything made or done after the commencement of this Act is void under section two hundred and eighty-eight as a fraudulent preference of a person interested in property mortgaged or charged to secure the company's debt; (2) The value of the said person's interest shall be determined as at the date of the transaction constituting the fraudulent preference, and shall be determined as if the interest were free of all incumbrances other than those to which the charge for the company's debt was then subject. (3) On any application made to the court with respect to any payment on the ground that the payment was a fraudulent preference of a surety or guarantor, the court shall have jurisdiction to determine any questions with respect to the payment arising between the person to whom the payment was made and the surety or guarantor and to grant relief in respect thereof, notwithstanding that it is not necessary so to do for the purposes of the winding up, and for that purpose may give leave to bring in the surety or guarantor as a third party as in the case of an action for the recovery of the sum paid. (4) Sub-section (3) shall apply, with the necessary modifications, in relation to transactions other than the payment of money as it applies in relation to payments. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 290 Liabilities and rights of certain fraudulently preferred persons. 290.(1) Subject to sub-section (2), where a company is being wound up, a floating charge on the undertaking or property of the company created within twelve months of the commencement of the winding up shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid, except to the amount of any cash paid to the company at the time of or subsequently to the creation of, and in consideration for, the charge, together with interest on that amount at the rate of five per cent. per annum or such other rate as may for the time being be prescribed by orders made by the Ministry of Finance. (2) In relation to a charge created more than six months before the commencement of this Act, sub-section (1) shall have effect with the substitution, for the words "twelve months", of the words "six months". (3) Orders made under this section by the Ministry of Finance shall be subject to negative resolution. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 291 Effect of floating charge. 291.(1) Subject to sub-section (2), where any part of the property of a company which is being wound up consists of land of any tenure burdened with onerous covenants, of shares or stock in companies, of unprofitable contracts, or of any other property that is unsaleable, or not readily saleable, by reason of its binding the possessor thereof to the performance of any onerous act or to the payment of any sum of money, the liquidator of the company, notwithstanding that he has endeavoured to sell or has taken possession of the property or exercised any act of ownership in relation thereto, may, with the leave of the court and subject to the provisions of this section, by writing signed by him, at any time within twelve months after the commencement of the winding up or such extended period as may be allowed by the court, disclaim the property. (2) Where any such property as aforesaid has not come to the knowledge of the liquidator within one month after the commencement of the winding up, the power under this section of disclaiming the property may be exercised at any time within twelve months after he has become aware thereof or such extended period as may be allowed by the court. (3) The disclaimer shall operate to determine, as from the date of disclaimer, the rights, interest and liabilities of the company, and the property of the company, in or in respect of the property disclaimed, but shall not, except so far as is necessary for the purpose of releasing the company and the property of the company from liability, affect the rights or liabilities of any other person. (4) The court, before or on granting leave to disclaim, may require such notices to be given to persons interested, and impose such terms as a condition of granting leave, and make such other order in the matter as the court thinks just. (5) The liquidator shall not be entitled to disclaim any property under this section in any case where an application in writing has been made to him by any persons interested in the property requiring him to decide whether he will or will not disclaim and the liquidator has not, within a period of twenty-eight days after the receipt of the application or such further period as may be allowed by the court, given notice to the applicant that he intends to apply to the court for leave to disclaim, and, in the case of a contract, if the liquidator, after such an application as aforesaid, does not within the said period or further period disclaim the contract, the company shall be deemed to have adopted it. (6) The court may, on the application of any person who is, as against the liquidator, entitled to the benefit or subject to the burden of a contract made with the company, make an order rescinding the contract on such terms as to payment by or to either party of damages for the non-performance of the contract, or otherwise as the court thinks just, and any damages payable under the order to any such person may be proved by him as a debt in the winding up. (7) Subject to sub-section (8), the court may, on an application by any person who either claims any interest in any disclaimed property or is under any liability not discharged by this Act in respect of any disclaimed property and on hearing any such persons as it thinks fit, make an order for the vesting of the property in or the delivery of the property to any persons entitled thereto, or to whom it may seem just that the property should be delivered by way of compensation for such liability as aforesaid, or a trustee for him, and on such terms as the court thinks just, and on any such vesting order being made, the property comprised therein shall vest accordingly in the person therein named in that behalf without any conveyance or assignment for the purpose. (8) Where the property disclaimed is of a leasehold nature, the court shall not make a vesting order in favour of any person claiming under the company, whether as under-lessee or as mortgagee by demise, except upon the terms of making that person (a)subject to the same liabilities and obligations as those to which the company was subject under the lease in respect of the property at the commencement of the winding up; or (b)if the court thinks fit, subject only to the same liabilities and obligations as if the lease had been assigned to that person at that date; (9) Any person injured by the operation of a disclaimer under this section shall be deemed to be a creditor of the company to the amount of the injury, and may accordingly prove the amount as a debt in the winding up.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 291A Disclaimer of onerous property in case of company wound up. 291A.(1) Where on a disclaimer under section 291 land vests subject to a rentcharge in the Crown or any other person that shall not, subject to sub-section (2), impose on the Crown or the said other person or its or his successors in title any personal liability in respect of the rentcharge. (2) This section shall not affect any liability in respect of sums accruing due after the Crown or the said other person, or some person claiming through or under the Crown or the said other person, has taken possession or control of the land or has entered into occupation thereof. (3) This section shall apply to land vesting and sums accruing due before, as well as after, the 15th October 1963.] Ss.292, 293 rep. by 1969 c.30 (NI) s.132 sch.6 Liability for rentcharge on company's land after disclaimer. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 294 294.(1) Subject to sub-section (2), if any person, being a past or present officer of a company which at the time of the commission of the alleged offence is being wound up, whether by or under the supervision of the court or voluntarily, or is subsequently ordered to be wound up by the court or subsequently passes a resolution for voluntary winding up (a)does not to the best of his knowledge and belief fully and truly discover to the liquidator all the property, real and personal, of the company, and how and to whom and for what consideration and when the company disposed of any part thereof, except such part as has been disposed of in the ordinary way of the business of the company; or (b)does not deliver up to the liquidator, or as he directs, all such part of the real and personal property of the company as is in his custody or under his control, and which he is required by law to deliver up; or (c)does not deliver up to the liquidator, or as he directs, all books and papers in his custody or under his control belonging to the company and which he is required by law to deliver up; or (d)within twelve months next before the commencement of the winding up or at any time thereafter conceals any part of the property of the company to the value of [#120] or upwards, or conceals any debt due to or from the company; or (e)within twelve months next before the commencement of the winding up or at any time thereafter fraudulently removes any part of the property of the company to the value of [#120] or upwards; or (f)makes any material omission in any statement relating to the affairs of the company; or (g)knowing or believing that a false debt has been proved by any person under the winding up, fails for the period of a month to inform the liquidator thereof; or (h)after the commencement of the winding up prevents the production of any book or paper affecting or relating to the property or affairs of the company; or (i)within twelve months next before the commencement of the winding up or at any time thereafter, conceals, destroys, mutilates or falsifies, or is privy to the concealment, destruction, mutilation or falsification of, any book or paper affecting or relating to the property or affairs of the company; or (j)within twelve months next before the commencement of the winding up or at any time thereafter makes or is privy to the making of any false entry in any book or paper affecting or relating to the property or affairs of the company; or (k)within twelve months next before the commencement of the winding up or at any time thereafter fraudulently parts with, alters or makes any omission in, or is privy to the fraudulent parting with, altering or making any omission in, any document affecting or relating to the property or affairs of the company; or (l)after the commencement of the winding up or at any meeting of the creditors of the company within twelve months next before the commencement of the winding up attempts to account for any part of the property of the company by fictitious losses or expenses; or Paras.(m) (n) rep. by 1969 c.16 (NI) s.31(2) sch.3 Pt.I (o)within twelve months next before the commencement of the winding up or at any time thereafter pawns, pledges or disposes of any property of the company which has been obtained on credit and has not been paid for, unless such pawning, pledging, or disposing is in the ordinary way of business of the company; or (p)is guilty of any false representation or other fraud for the purpose of obtaining the consent of the creditors of the company or any of them to an agreement with reference to the affairs of the company or to the winding up; (2) It shall be a good defence to a charge under any of paragraphs (a), (b), (c), (d), (f), (n) and (o) of sub-section (1), if the accused proves that he had no intent to defraud, and to a charge under any of paragraphs (h), (i) and (j) of sub-section (1), if he proves that he had no intent to conceal the state of affairs of the company or to defeat the law. (3) Where any person pawns, pledges or disposes of any property in circumstances which amount to a misdemeanour under paragraph (o) of sub-section (1), every person who takes in pawn or pledge or otherwise receives the property knowing it to be pawned, pledged or disposed of in such circumstances as aforesaid shall be guilty of a misdemeanour, and on conviction thereof liable to be punished in the same way as if he had [been convicted of handling stolen goods.] (4) For the purposes of this section, "officer" shall include any person in accordance with whose directions or instructions the directors of a company have been accustomed to act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 295 Offences by officers of companies in liquidation. 295. If any officer or contributory of any company being wound up destroys, mutilates, alters or falsifies any books, papers or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or document belonging to the company with intent to defraud or deceive any person, he shall be guilty of a misdemeanour, and be liable to imprisonment for a term not exceeding two years. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 296 Penalty for falsification of books. 296. If any person, being at the time of the commission of the alleged offence an officer of a company which is subsequently ordered to be wound up by the court or subsequently passes a resolution for voluntary winding up Para.(a) rep. by 1969 c.16 (NI) s.31(2) sch.3 Pt.I (b)with intent to defraud creditors of the company, has made or caused to be made any gift or transfer of or charge on, or has caused or connived at the levying of any execution against, the property of the company; (c)with intent to defraud creditors of the company, has concealed or removed any part of the property of the company since, or within two months before, the date of any unsatisfied judgment or order for payment of money obtained against the company; Frauds by officers of companies which have gone into liquidation. [ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 297 297.(1) If where a company is wound up it is shown that proper books of account were not kept by the company throughout the period of two years immediately preceding the commencement of the winding up, or the period between the incorporation of the company and the commencement of the winding up, whichever is the shorter, every officer of the company who is in default shall, unless he shows that he acted honestly and that in the circumstances in which the business of the company was carried on the default was excusable, be liable on conviction on indictment to imprisonment for a term not exceeding one year, or on summary conviction to imprisonment for a term not exceeding six months. (2) For the purposes of this section, proper books of account shall be deemed not to have been kept in the case of any company if there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the company, including books containing entries from day to day in sufficient detail of all cash received and cash paid, and, where the trade or business has involved dealings in goods, statements of the annual stocktakings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased, showing the goods and the buyers and sellers thereof in sufficient detail to enable those goods and those buyers and sellers to be identified.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 298 Liability where proper accounts not kept. 298.(1) If in the course of the winding up of a company it appears that any business of the company has been carried on with intent to defraud creditors of the company or creditors of any other person or for any fraudulent purpose, the court, on the application of [the Official Assignee or] the liquidator or any creditor or contributory of the company, may, if it thinks proper so to do, declare that any persons who were knowingly parties to the carrying on of the business in manner aforesaid shall be personally responsible, without any limitation of liability, for all or any of the debts or other liabilities of the company as the court may direct. On the hearing of an application under this sub-section [the liquidator] may himself give evidence or call witnesses. (2) Where the court makes any such declaration, it may give such further directions as it thinks proper for the purpose of giving effect to that declaration, and in particular may make provision for making the liability of any such person under the declaration a charge on any debt or obligation due from the company to him, or on any mortgage or charge or any interest in any mortgage or charge on any assets of the company held by or vested in him, or any company or person on his behalf, or any person claiming as assignee from or through the person liable or any company or person acting on his behalf, and may from time to time make such further order as may be necessary for the purpose of enforcing any charge imposed under this sub-section. For the purpose of this sub-section, "assignee" includes any person to whom or in whose favour, by the directions of the person liable, the debt, obligation, mortgage or charge was created, issued or transferred or the interest created, but does not include an assignee for valuable consideration (not including consideration by way of marriage) given in good faith and without notice of any of the matters on the ground of which the declaration is made. [(2A) Where, on making a declaration under sub-section (1), the court so directs, the liability of any person under the declaration shall be deemed to be a debt payable to the liquidator or to a creditor, as the court may determine.] (3) Where any business of a company is carried on with such intent or for such purpose as is mentioned in sub-section (1), every person who was knowingly a party to the carrying on of the business in manner aforesaid, shall be liable on conviction on indictment to imprisonment for a term not exceeding two years or to a fine not exceeding five hundred pounds or to both. (4) This section shall have effect notwithstanding that the person concerned may be criminally liable in respect of the matters on the ground of which the declaration is to be made. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 299 Responsibility for fraudulent trading of persons concerned. 299.(1) If in the course of winding up a company it appears that any person who has taken part in the formation or promotion of the company, or any past or present director or liquidator, or any officer of the company, has misapplied or retained or become liable or accountable for any money or property of the company, or been guilty of any misfeasance or breach of trust in relation to the company, the court may, on the application [of the Official Assignee or] of the liquidator, or of any creditor or contributory, examine into the conduct of the promoter, director, liquidator or officer, and compel him to repay or restore the money or property or any part thereof respectively with interest at such rate as the court thinks just, or to contribute such sum to the assets of the company by way of compensation in respect of the misapplication, retainer, misfeasance or breach of trust as the court thinks just. (2) This section shall have effect notwithstanding that the offence is one for which the offender may be criminally liable. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 300 Power of court to assess damages against delinquent directors, etc. 300.(1) If it appears to the court in the course of a winding up by, or subject to the supervision of, the court that any past or present officer, or any member, of the company has been guilty of any offence in relation to the company for which he is criminally liable, the court may, either on the application of any person interested in the winding up or of its own motion, direct the liquidator to refer the matter to [the Director of Public Prosecutions for Northern Ireland]. (2) If it appears to the liquidator in the course of a voluntary winding up that any past or present officer, or any member, of the company has been guilty of any offence in relation to the company for which he is criminally liable, he shall forthwith report the matter to [the Director of Public Prosecutions for Northern Ireland] and shall furnish to [the Director of Public Prosecutions for Northern Ireland] such information and give to him such access to and facilities for inspecting and taking copies of any documents, being information or documents in the possession or under the control of the liquidator and relating to the matter in question, as he may require. (3) Where any report is made under sub-section (2) to [the Director of Public Prosecutions for Northern Ireland], he may, if he thinks fit, refer the matter to the Ministry for further enquiry, and the Ministry shall thereupon investigate the matter and may if the Ministry thinks it expedient, apply to the court for an order conferring on the Ministry or any person designated by the Ministry for the purpose with respect to the company concerned all such powers of investigating the affairs of the company as are provided by this Act in the case of a winding up by the court. (4) If it appears to the court in the course of a voluntary winding up that any past or present officer, or any member, of the company has been guilty as aforesaid, and that no report with respect to the matter has been made by the liquidator to [the Director of Public Prosecutions for Northern Ireland] under sub-section (2), the court may, on the application of any person interested in the winding up or of its own motion, direct the liquidator to make such a report, and on a report being made accordingly this section shall have effect as though the report had been made in pursuance of sub-section (2). (5) If, where any matter is reported or referred to [the Director of Public Prosecutions for Northern Ireland] under this section, he considers that the case is one in which a prosecution ought to be instituted and institutes proceedings accordingly, it shall be the duty of the liquidator and of every officer and agent of the company past and present (other than the defendant in the proceedings) to give him all assistance in connection with the prosecution which he is reasonably able to give. For the purposes of this sub-section "agent" in relation to a company shall be deemed to include any banker or solicitor of the company and any person employed by the company as auditor, whether that person is or is not an officer of the company. (6) If any person fails or neglects to give assistance in manner required by sub-section (5) the court may, on the application of [the Director of Public Prosecutions for Northern Ireland] direct that person to comply with the requirements of that sub-section, and where any such application is made with respect to a liquidator the court may, unless it appears that the failure or neglect to comply was due to the liquidator not having in his hands sufficient assets of the company to enable him so to do, direct that the costs of the application shall be borne by the liquidator personally. Prosecution of delinquent officers and members of company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 301 301. A body corporate shall not be qualified for appointment as liquidator of a company, whether in a winding up by or under the supervision of the court or in a voluntary winding up, and (a)any appointment made in contravention of this provision shall be void; and (b)any body corporate which acts as liquidator of a company shall be liable to a fine not exceeding one hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 302 Disqualification for appointment as liquidator. 302. Any person who gives or agrees or offers to give to any member or creditor of a company any valuable consideration with a view to securing his own appointment or nomination, or to securing or preventing the appointment or nomination of some person other than himself, as the company's liquidator shall be liable to a fine not exceeding one hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 303 Corrupt inducement affecting appointment as liquidator. 303.(1) If any liquidator who has made any default in filing, delivering or making any return, account or other document, or in giving any notice which he is by law required to file, deliver, make or give, fails to make good the default within fourteen days after the service on him of a notice requiring him to do so, the court may, on an application made to the court by any contributory or creditor of the company or by the registrar of companies, make an order directing the liquidator to make good the default within such time as may be specified in the order. (2) Any such order may provide that all costs of and incidental to the application shall be borne by the liquidator. (3) Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties on a liquidator in respect of any such default as aforesaid. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 304 Enforcement of duty of liquidator to make returns, etc. 304.(1) Where a company is being wound up, whether by or under the supervision of the court or voluntarily, every invoice, order for goods or business letter issued by or on behalf of the company or a liquidator of the company, or a receiver or manager of the property of the company, being a document on or in which the name of the company appears, shall contain a statement that the company is being wound up. (2) If default is made in complying with this section, the company and any of the following persons who knowingly and wilfully authorises or permits the default, namely, any officer of the company, any liquidator of the company and any receiver or manager, shall be liable to a fine of twenty pounds.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 304A Notification that a company is in liquidation. 304A.(1) In the case of a winding up of a company by the court or of a creditors' voluntary winding up of a company (a)every assurance relating solely to freehold or leasehold property, or to any estate, right or interest in any real or personal property, which forms part of the assets of the company and which, after the execution of the assurance, either at law or in equity, is or remains part of the assets of the company; and (b)every power of attorney, proxy paper, writ, order, certificate, or other instrument or writing relating solely to the property of any company which is being so wound up, or to any proceeding under any such winding up, (2) In sub-section (1) "assurance" includes deed, conveyance assignment and surrender.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 305 Exemption of certain documents from stamp duty on winding up of companies. 305. Where a company is being wound up, all books and papers of the company and of the liquidators shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be therein recorded. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 306 Books of company to be evidence. 306.(1) When a company has been wound up and is about to be dissolved, the books and papers of the company and of the liquidators may be disposed of as follows: (a)in the case of a winding up by or subject to the supervision of the court, in such way as the court directs; (b)in the case of a members' voluntary winding up, in such way as the company by extraordinary resolution directs, and, in the case of a creditors' voluntary winding up, in such way as the committee of inspection or, if there is no such committee, as the creditors of the company, may direct. (2) After five years from the dissolution of the company no responsibility shall rest on the company, the liquidators, or any person to whom the custody of the books and papers has been committed, by reason of any book or paper not being forthcoming to any person claiming to be interested therein. [(3) Provision may be made by winding-up rules for enabling the Department to prevent, for such period (not exceeding five years from the dissolution of the company) as the Department thinks proper, the destruction of the books and papers of a company which has been wound up, and for enabling any creditor or contributory of the company to make representations to the Department and to appeal to the court from any direction which may be given by the Department in the matter. (4) If any person acts in contravention of any winding-up rules made for the purposes of this section or of any direction of the Department thereunder, he shall be guilty of an offence and be liable to a fine not exceeding #100.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 307 Disposal of books and papers of company. 307.(1) If where a company is being wound up the winding up is not concluded within one year after its commencement, the liquidator shall, at such intervals as may be prescribed, until the winding up is concluded, send to the registrar of companies a statement in the prescribed form and containing the prescribed particulars with respect to the proceedings in and position of the liquidation. (2) If a liquidator fails to comply with this section, he shall be liable to a fine not exceeding fifty pounds for each day during which the default continues.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 308 Information as to pending liquidations. 308.(1) Where a company has been wound up voluntarily and is about to be dissolved the liquidator shall lodge to such account and in such manner as may be prescribed [by regulations made by the Ministry] the whole unclaimed dividends and unapplied or undistributable balances. [(1A) Where a company has been wound up by the court, the court may order the liquidator to lodge all or any part of any unclaimed dividends and any unapplied or undistributable balances to such account and in such manner as may be prescribed by regulations made by the Ministry under sub-section (1).] [(2) Any person claiming to be entitled to any dividend or payment out of a lodgment made in pursuance of sub-section (1) or (1A) may apply to the Ministry for payment thereof and the Ministry may, on a certificate by the liquidator that the person claiming is entitled, or on other evidence of entitlement, make an order for the payment to that person of the sum due.] (3) At the expiration of seven years from the date of any lodgment made in pursuance of sub-section (1)[or (1A)], the amount of the lodgment remaining unclaimed shall be paid into the Exchequer, but where [the Ministry] is satisfied that any person claiming is entitled to any dividend or payment out of the moneys paid into the Exchequer, it may order payment of the same and the Ministry of Finance shall issue out of the Consolidated Fund such sum as may appear to that Ministry to be necessary to provide for that payment. [(4) Any person dissatisfied with a decision of the Ministry in respect of a claim made under sub-section (2) or (3) may appeal to the court against that decision. (5) Regulations made by the Ministry under sub-section (1) shall be subject to negative resolution.]] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 309 Unclaimed dividends, etc., to be lodged in court. 309. Where a resolution is passed at an adjourned meeting of any creditors or contributories of a company, the resolution shall, for all purposes, be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date. Resolutions passed at adjourned meetings of creditors and contributories. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 310 310.(1) The court may, as to all matters relating to the winding up of a company, have regard to the wishes of the creditors or contributories of the company, as proved to it by any sufficient evidence, and may, if it thinks fit, for the purpose of ascertaining those wishes, direct meetings of the creditors or contributories to be called, held and conducted in such manner as the court directs, and may appoint a person to act as chairman of any such meeting and to report the result thereof to the court. (2) In the case of creditors, regard shall be had to the value of each creditor's debt. (3) In the case of contributories, regard shall be had to the number of votes conferred on each contributory by this Act or the articles. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 311 Meetings to ascertain wishes of creditors or contributories. 311. In all proceedings under this Part, all courts, judges and persons judicially acting, and all officers, judicial or ministerial, of any court, or employed in enforcing the process of any court, shall take judicial notice of the signature of any officer of the High Court in Northern Ireland or in England, or of the Court of Session in Scotland, and also of the official seal or stamp of the several offices of the High Court in Northern Ireland or England, or of the Court of Session, appended to or impressed on any document made, issued or signed under the provisions of this Part, or any official copy thereof. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 312 Judicial notice of signature of officers. 312.(1) The judges of the county courts in England who sit at places more than twenty miles from the General Post Office, and in Northern Ireland county court judges and recorders, and the sheriffs of counties in Scotland, shall be commissioners for the purpose of taking evidence under this Act, where a company is wound up in Northern Ireland, and the court may refer the whole or any part of the examination of any witnesses under this Act to any person hereby appointed commissioner although he is out of the jurisdiction of the court that made the winding-up order. (2) Every commissioner shall, in addition to any powers which he might lawfully exercise as a judge of county courts, county court judge, recorder or sheriff, have in the matter so referred to him all the same powers of summoning and examining witnesses, of requiring the production or delivery of documents, of punishing defaults by witnesses, and of allowing costs and expenses to witnesses, as the court which made the winding-up order. (3) The examination so taken shall be returned or reported to the court which made the order in such manner as that court directs. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 313 Special commission for receiving evidence. 313.(1) The court may direct the examination in Scotland of any person for the time being in Scotland, whether a contributory of the company or not, in regard to the trade, dealings, affairs or property of any company in course of being wound up, or of any person being a contributory of the company, so far as the company may be interested therein by reason of his being a contributory. (2) The order or commission to take the examination aforesaid shall be directed to the sheriff of the county in which the person to be examined is residing or happens to be for the time, and the sheriff shall summon that person to appear before him at a time and place to be specified in the summons for examination on oath as a witness or as a haver, and to produce any books or papers called for which are in his possession or power. (3) The sheriff may take the examination either orally or on written interrogatories, and shall report the same in writing in the usual form to the court, and shall transmit with the report the books and papers produced, if the originals thereof are required and specified by the order or commission, or otherwise copies thereof or extracts therefrom authenticated by the sheriff. (4) If any person so summoned fails to appear at the time and place specified, or refuses to be examined or to make the production required, the sheriff shall proceed against him as a witness or haver duly cited and failing to appear or refusing to give evidence or make production may be proceeded against by the law of Scotland. (5) The sheriff shall be entitled to such fees, and the witness shall be entitled to such allowances, as sheriffs when acting as commissioners under appointment from the Court of Session and as witnesses and havers are entitled to in the like cases according to the law and practice of Scotland. (6) If any objection is stated to the sheriff by the witness, either on the ground of his incompetency as a witness, or as to the production required, or on any other ground, the sheriff may, if he thinks fit, report the objection to the court, and suspend the examination of the witness until it has been disposed of by the court. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 314 Court may order examination of persons in Scotland. 314.(1) Any affidavit required to be sworn under the provisions or for the purposes of this Part may be sworn in the United Kingdom, or elsewhere within the dominions of Her Majesty, before any court, judge or person lawfully authorised to take and receive affidavits or before any of Her Majesty's consuls or vice-consuls in any place outside Her Majesty's dominions. (2) All courts, judges, justices, commissioners and persons acting judicially shall take judicial notice of the seal or stamp or signature, as the case may be, of any such court, judge, person, consul or vice-consul attached, appended or subscribed to any such affidavit, or to any other document to be used for the purposes of this Part. Affidavits, etc., in United Kingdom and dominions. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 315 315.(1) Where a company has been dissolved, the court may at any time within two years of the date of the dissolution, on an application being made for the purpose by the liquidator of the company or by any other person who appears to the court to be interested, make an order, upon such terms as the court thinks fit, declaring the dissolution to have been void, and thereupon such proceedings may be taken as might have been taken if the company had not been dissolved. (2) It shall be the duty of the person on whose application the order was made, within seven days after the making of the order, or such further time as the court may allow, to deliver to the registrar of companies for registration an office copy of the order, and if that person fails so to do he shall be liable to a fine not exceeding five pounds for every day during which the default continues. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 316 Power of court to declare dissolution of company void. 316.(1) Where the registrar of companies has reasonable cause to believe that a company is not carrying on business or in operation, he may send to the company by post a letter inquiring whether the company is carrying on business or in operation. (2) If the registrar does not within one month of sending the letter receive any answer thereto, he shall within fourteen days after the expiration of the month send to the company by post a registered letter referring to the first letter, and stating that no answer thereto has been received, and that if an answer is not received to the second letter within one month from the date thereof, a notice will be published in the Belfast Gazette with a view to striking the name off the company of the register. (3) If the registrar either receives an answer to the effect that the company is not carrying on business or in operation, or does not within one month after sending the second letter receive any answer, he may publish in the Belfast Gazette, and send to the company by post, a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. (4) If, in any case where a company is being wound up, the registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the company are fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months, the registrar shall publish in the Belfast Gazette and send to the company or the liquidator, if any, a like notice as is provided in sub-section (3). (5) Subject to sub-sections (6) and (7), at the expiration of the time mentioned in the notice the registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Belfast Gazette, and on the publication in the Belfast Gazette of this notice the company shall be dissolved. (6) The liability, if any, of every director, managing officer and member of the company shall continue and may be enforced as if the company had not been dissolved. (7) Nothing in sub-section (5) or sub-section (6) shall affect the power of the court to wind up a company the name of which has been struck off the register. (8) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, the court on an application made by the company or member or creditor before the expiration of twenty years from the publication in the Belfast Gazette of the notice aforesaid may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that it is just that the company be restored to the register, order the name of the company to be restored to the register, and upon an office copy of the order being delivered to the registrar for registration the company shall be deemed to have continued in existence as if its name had not been struck off; and the court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. (9) A notice to be sent under this section to a liquidator may be addressed to the liquidator at his last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office, or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company whose name and address are known to the registrar of companies, may be sent to each of the persons who subscribed the memorandum, addressed to him at the address mentioned in the memorandum.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 316A Registrar may strike defunct company off register. 316A. Where a company is dissolved, all property and rights whatsoever vested in or held on trust for the company immediately before its dissolution (including leasehold property but not including property held by the company on trust for any other person) shall, subject and without prejudice to any order which may at any time be made by the court under sections 315 and 316, be deemed to be bona vacantia, and shall accordingly belong to the Crown and shall vest and may be dealt with in the same manner as other bona vacantia accruing to the Crown.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 316B Property of dissolved company to be bona vacantia. 316B.(1) Where any property vests in the Crown under section 316A the Crown's title thereto under that section may be disclaimed by a notice signed by the Treasury Solicitor. (2) Where a notice of disclaimer under this section is executed as respects any property, that property shall be deemed not to have vested in the Crown under section 316A, and sub-sections (3), (7) and (8) of section 291 and section 291A shall apply in relation to the property as if it had been disclaimed under section 291(1) immediately before the dissolution of the company. (3) The right to execute a notice of disclaimer under this section may be waived by or on behalf of the Crown either expressly or by taking possession or other act evincing that intention. (4) A notice of disclaimer under this section shall be of no effect unless it is executed within twelve months of the date on which the vesting of the property as aforesaid came to the notice of the Treasury Solicitor, or, if an application in writing is made to the Treasury Solicitor by any person interested in the property requiring him to decide whether he will or will not disclaim, within a period of three months after the receipt of the application or such further period as may be allowed by the court. (5) A statement in a notice of disclaimer of any property under this section that the vesting of the property came to the notice of the Treasury Solicitor on a specified date or that no such application as aforesaid was received by him with respect to the property before a specified date shall, until the contrary is proved, be sufficient evidence of the fact stated. (6) A notice of disclaimer under this section shall be delivered to the registrar of companies for registration, and copies thereof shall be published in the Belfast Gazette and sent to any persons who have given the Treasury Solicitor notice that they claim to be interested in the property.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 316C Power of Crown to disclaim title to property vesting under s.316A. 316C.(1) Section 291A shall apply to land which by operation of law vests subject to a rentcharge in the Crown or any other person on the dissolution of a company as it applies to land so vesting on a disclaimer under section 291. (2) In this section "company" includes any body corporate.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 317 Liability for rentcharge on company's land after dissolution. 317. For the avoidance of doubt, it is hereby declared that section twenty-one of the Interpretation Act (Northern Ireland), 1954 (which confers power on a rule making authority to make rules regulating the practice and procedure of a court in certain cases), extends to the making of rules of court in respect of the winding up of companies ....] 1954 c.33 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 318 318. A body corporate shall not be qualified for appointment as receiver of the property of a company, and any body corporate which acts as such a receiver shall be liable to a fine not exceeding one hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 319 Disqualification of body corporate for appointment as receiver. 319.(1) If any person being an undischarged bankrupt acts as receiver or manager of the property of a company on behalf of debenture holders, he shall, subject to sub-section (2), be liable on conviction on indictment to imprisonment for a term not exceeding two years, or on summary conviction to imprisonment for a term not exceeding six months or to a fine not exceeding five hundred pounds or to both. (2) Sub-section (1) shall not apply to a receiver or manager where (a)the appointment under which he acts and the bankruptcy were both before the commencement of this Act; or (b)he acts under an appointment made by order of a court.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 319A Disqualification of undischarged bankrupt from acting as receiver or manager. 319A. Where an application is made to the court to appoint a receiver on behalf of the debenture holders or other creditors of a company which is being wound up by the court, the Official Assignee may be so appointed.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 320 Official Assignee as receiver. 320.(1) A receiver or manager of the property of a company appointed under the powers contained in any instrument may apply to the court for directions in relation to any particular matter arising in connection with the performance of his functions, and on any such application the court may give such directions, or may make such order declaring the rights of persons before the court or otherwise, as the court thinks just. (2) A receiver or manager of the property of a company appointed as aforesaid shall, to the same extent as if he had been appointed by order of a court, be personally liable on any contract entered into by him in the performance of his functions, except in so far as the contract otherwise provides, and entitled in respect of that liability to indemnity out of the assets; but nothing in this sub-section shall be taken as limiting any right to indemnity which he would have apart from this sub-section, or as limiting his liability on contracts entered into without authority or as conferring any right to indemnity in respect of that liability. (3) This section shall apply whether the receiver or manager was appointed before or after the commencement of this Act but sub-section (2) shall not apply to contracts entered into before the commencement of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 321 Receivers and managers appointed out of court. 321.(1) Where a receiver or manager of the property of a company has been appointed, every invoice, order for goods or business letter issued by or on behalf of the company or the receiver or manager or the liquidator of the company, being a document on or in which the name of the company appears, shall contain a statement that a receiver or manager has been appointed. (2) If default is made in complying with the requirements of this section, the company and any of the following persons who knowingly and wilfully authorises or permits the default, namely, any officer of the company, any liquidator of the company and any receiver or manager, shall be liable to a fine of twenty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 322 Notification that receiver or manager appointed. 322.(1) The court may, on an application made to the court by the liquidator of a company, by order fix the amount to be paid by way of remuneration to any person who, under the powers contained in any instrument, has been appointed as receiver or manager of the property of the company. (2) Subject to sub-section (3), the power of the court under sub-section (1) shall, where no previous order has been made with respect thereto under that sub-section (a)extend to fixing the remuneration for any period before the making of the order or the application therefor; and (b)be exercisable notwithstanding that the receiver or manager has died or ceased to act before the making of the order or the application therefor; and (c)where the receiver or manager has been paid or has retained for his remuneration for any period before the making of the order any amount in excess of that so fixed for that period, extend to requiring him or his personal representatives to account for the excess or such part thereof as may be specified in the order. (3) The power conferred by paragraph (c) of sub-section (2) shall not be exercised as respects any period before the making of the application for the order unless in the opinion of the court there are special circumstances making it proper for the power to be so exercised. (4) The court may from time to time on an application made either by the liquidator or by the receiver or manager, vary or amend an order made under sub-section (1). (5) This section shall apply whether the receiver or manager was appointed before or after the commencement of this Act, and to periods before, as well as to periods after, the commencement of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 323 Power of court to fix remuneration on application of liquidator. 323.(1) Where a receiver or manager of the whole or substantially the whole of the property of a company (hereafter in this section and in section three hundred and twenty-four referred to as "the receiver") is appointed on behalf of the holders of any debentures of the company secured by a floating charge, then subject to the provisions of this section and section three hundred and twenty-four (a)the receiver shall forthwith [send to the company notice of his appointment in the prescribed form]; and (b)there shall, within fourteen days after receipt of the notice, or such longer period as may be allowed by the court or by the receiver, be made out and submitted to the receiver in accordance with section three hundred and twenty-four a statement in the prescribed form as to the affairs of the company; and (c)the receiver shall within two months after receipt of the said statement send (i)to the registrar of companies and to the court, a copy of the statement and of any comments he sees fit to make thereon and in the case of the registrar of companies also a summary of the statement and of his comments, if any, thereon; and (ii)to the company, a copy of any such comments as aforesaid or, if he does not see fit to make any comment, a notice to that effect; and <(iii)to any trustees for the debenture holders on whose behalf he was appointed and, so far as he is aware of their addresses, to all such debenture holders a copy of the said summary. (2) The receiver shall within two months, or such longer period as the court may allow after the expiration of the period of twelve months from the date of his appointment and of every subsequent period of twelve months, and within two months or such longer period as the court may allow after he ceases to act as receiver or manager of the property of the company, send to the registrar of companies, to any trustees for the debenture holders of the company on whose behalf he was appointed, to the company and (so far as he is aware of their addresses) to all such debenture holders an abstract in the prescribed form showing his receipts and payments during that period of twelve months or, where he ceases to act as aforesaid, during the period from the end of the period to which the last preceding abstract related up to the date of his so ceasing, and the aggregate amounts of his receipts and of his payments during all preceding periods since his appointment. (3) Where the receiver is appointed under the powers contained in any instrument, this section shall have effect (a)with the omission of the references to the court in sub-section (1); and (b)with the substitution for the references to the court in sub-section (2) of references to the Ministry; (4) Sub-section (1) shall not apply in relation to the appointment of a receiver or manager to act with an existing receiver or manager or in place of a receiver or manager dying or ceasing to act, except that, where that sub-section applies to a receiver or manager who dies or ceases to act before it has been fully complied with, the references in paragraphs (b) and (c) thereof to the receiver shall (subject to sub-section (5)) include references to his successor and to any continuing receiver or manager. Nothing in this sub-section shall be taken as limiting the meaning of "the receiver" where used in, or in relation to, sub-section (2). (5) This section and section three hundred and twenty-four, where the company is being wound up, shall apply notwithstanding that the receiver or manager and the liquidator are the same person, but with any necessary modifications arising from that fact. (6) Nothing in sub-section (2) shall be taken to prejudice the duty of the receiver to render proper accounts of his receipts and payments to the persons to whom, and at the times at which, he may be required to do so apart from that sub-section. (7) If the receiver makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding five pounds for every day during which the default continues. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 324 Provisions as to information where receiver or manager appointed. 324.(1) The statement as to the affairs of a company required by section three hundred and twenty-three to be submitted to the receiver (or his successor) shall show as at the date of the receiver's appointment the particulars of the company's assets, debts and liabilities, the names and residences of its creditors, the securities held by them respectively, the dates when the securities were respectively given and such further or other information as may be prescribed. (2) The said statement shall be submitted by, and be verified by affidavit of, one or more of the persons who are at the date of the receiver's appointment the directors and by the person who is at that date the secretary of the company, or by such of the persons hereafter in this sub-section mentioned as the receiver (or his successor), subject to the direction of the court, may require to submit and verify the statement, that is to say, persons (a)who are or have been officers of the company; (b)who have taken part in the formation of the company at any time within one year before the date of the receiver's appointment; (c)who are in the employment of the company, or have been in the employment of the company within the said year, and are in the opinion of the receiver capable of giving the information required; (d)who are or have been within the said year officers of or in the employment of a company which is, or within the said year was, an officer of the company to which the statement relates. (3) Any person making the statement and affidavit shall be allowed, and shall be paid by the receiver (or his successor) out of his receipts, such costs and expenses incurred in and about the preparation and making of the statement and affidavit as the receiver (or his successor) may consider reasonable, subject to an appeal to the court. (4) Where the receiver is appointed under the powers contained in any instrument, this section shall have effect with the substitution for references to the court of references to the Ministry and for references to an affidavit of references to a statutory declaration; and in any other case references to the court shall be taken as referring to the court by which the receiver was appointed. (5) If any person without reasonable excuse makes default in complying with the requirements of this section, he shall be liable to a fine not exceeding ten pounds for every day during which the default continues. (6) References in this section to the receiver's successor shall include a continuing receiver or manager. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 325 Special provisions as to statement submitted to receiver. 325.(1) Except where sub-section (2) of section three hundred and twenty-three applies, every receiver or manager of the property of a company who has been appointed under the powers contained in any instrument shall, within one month, or such longer period as the registrar of companies may allow, after the expiration of the period of six months from the date of his appointment and of every subsequent period of six months, and within one month after he ceases to act as receiver or manager, deliver to the registrar of companies for registration an abstract in the prescribed form showing his receipts and his payments during that period of six months, or, where he ceases to act as aforesaid, during the period from the end of the period to which the last preceding abstract related up to the date of his so ceasing, and the aggregate amount of his receipts and of his payments during all preceding periods since his appointment. (2) Every receiver or manager who makes default in complying with this section shall be liable to a fine not exceeding five pounds for every day during which the default continues. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 326 Delivery of registrar of accounts of receivers and managers. 326.(1) If any receiver or manager of the property of a company (a)having made default in filing, delivering or making any return, account or other document, or in giving any notice, which a receiver or manager is by law required to file, deliver, make or give, fails to make good the default within fourteen days after the service on him of a notice requiring him to do so; or (b)having been appointed under the powers contained in any instrument, has, after being required at any time by the liquidator of the company so to do, failed to render proper accounts of his receipts and payments and to vouch the same and to pay over to the liquidator the amount properly payable to him; (2) In the case of any such default as is mentioned in paragraph (a) of sub-section (1), an application for the purposes of this section may be made by any member or creditor of the company or by the registrar of companies, and in the case of any such default as is mentioned in paragraph (b) of that sub-section, the application shall be made by the liquidator, and in either case the order may provide that all costs of and incidental to the application shall be borne by the receiver or manager, as the case may be. Enforcement of duty of receivers and managers to make returns, etc. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 327 327. It is hereby declared that, unless the contrary intention appears (a)any reference in this Act to a receiver or manager of the property of a company, or to a receiver thereof, includes a reference to a receiver or manager, or (as the case may be) to a receiver, of part only of that property and to a receiver only of the income arising from that property or from part thereof; and (b)any reference in this Act to the appointment of a receiver or manager under powers contained in any instrument includes a reference to an appointment made under powers which, by virtue of any enactment, are implied in, and have effect as if contained in an instrument. Construction of references to receivers and managers. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 328 328.(1) Subject to sub-section (2), in the application of this Act to existing companies, it shall apply in the same manner (a)in the case of a limited company, other than a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by shares; (b)in the case of a company limited by guarantee, as if the company had been formed and registered under this Act as a company limited by guarantee; and (c)in the case of a company other than a limited company, as if the company had been formed and registered under this Act as an unlimited company. (2) Reference, express or implied, to the date of registration shall be construed as a reference to the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act (Northern Ireland), 1932, as the case may be. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 329 1932 c.7 329.(1) Subject to sub-section (2), this Act shall apply to every company registered but not formed under the Joint Stock Companies Acts, the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act (Northern Ireland), 1932, in the same manner as it is in Part VIII declared to apply to companies registered but not formed under this Act. (2) Reference, express or implied, to the date of registration shall be construed as a reference to the date at which the company was registered under the Joint Stock Companies Acts, the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act (Northern Ireland), 1932, as the case may be. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 330 1932 c.7 330.(1) Subject to sub-section (2), this Act shall apply to every unlimited company registered as a limited company in pursuance of the Companies Act, 1879, section fifty-seven of the Companies (Consolidation) Act, 1908, or section sixteen of the Companies Act (Northern Ireland), 1932, in the same manner as it applies to [an unlimited company registered in pursuance of this Act as a limited company or re-registered in pursuance of the Companies (Northern Ireland) Order 1978 as a limited company.] (2) Reference, express or implied, to the date of registration shall be construed as a reference to the date at which the company was registered as a limited company under the said Act of 1879, the said section fifty-seven or the said section sixteen, as the case may be. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 331 1978 NI 12 331.(1) A company registered under the Joint Stock Companies Acts may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. (2) The power of altering articles under section ten shall, in the case of an unlimited company formed and registered under the Joint Stock Companies Acts, extend to altering any regulations relating to the amount of capital or to its distribution into shares, notwithstanding that those regulations are contained in the memorandum. Provisions as to companies registered under the Joint Stock Companies Acts. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 332 332.(1) With the exceptions and subject to the provisions contained in this section (a)any company consisting of seven or more members, which was in existence on the second day of November, eighteen hundred and sixty-two, including any company registered under the Joint Stock Companies Acts; and (b)any company formed after the date aforesaid, whether before or after the commencement of this Act, in pursuance of any Act of Parliament other than this Act, or of letters patent, or being otherwise duly constituted according to law, and consisting of seven or more members, (2) A company registered under the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act (Northern Ireland), 1932, shall not register in pursuance of this section. (3) A company having the liability of its members limited by Act of Parliament or letters patent, and not being a joint stock company as hereinafter defined, shall not register in pursuance of this section. (4) A company having the liability of its members limited by Act of Parliament or letters patent shall not register in pursuance of this section as an unlimited company or as a company limited by guarantee. (5) A company that is not a joint stock company as hereinafter defined shall not register in pursuance of this section as a company limited by shares. (6) A company shall not register in pursuance of this section without the assent of a majority of such of its members as are present in person or by proxy (in cases where proxies are allowed) at a general meeting summoned for the purpose. (7) Where a company not having the liability of its members limited by Act of Parliament or letters patent is about to register as a limited company, the majority required to assent as aforesaid shall consist of not less than three fourths of the members present in person or by proxy at the meeting. (8) Where a company is about to register as a company limited by guarantee, the assent to its being so registered shall be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceased to be a member, and of the costs and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount. (9) In computing any majority under this section when a poll is demanded regard shall be had to the number of votes to which each member is entitled according to the regulations of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 333 1932 c.7 333. For the purposes of this Part, as far as relates to registration of companies as companies limited by shares, a joint stock company means a company having a permanent paid-up or nominal share capital of fixed amount divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of those shares or that stock, and no other persons, and such a company when registered with limited liability under this Act shall be deemed to be a company limited by shares. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 334 Definition of joint stock company. 334. Before the registration in pursuance of this Part of a joint stock company, there shall be delivered to the registrar the following documents: (a)a list [in the prescribed form] showing the names and addresses of all persons who on a day named in the list, not being more than six clear days before the day of registration, were members of the company, with the addition of the shares or stock held by them respectively, distinguishing, in cases where the shares are numbered, each share by its number; and (b)a copy of any Act of Parliament, royal charter, letters patent, deed of settlement, contract of copartnery, cost-book regulations or other instrument constituting or regulating the company; and (c)if the company is intended to be registered as a limited company, a statement [in the prescribed form] specifying the following particulars: (i)the nominal share capital of the company and the number of shares into which it is divided, or the amount of stock of which it consists; and (ii)the number of shares taken and the amount paid on each share; and <(iii)the name of the company, with the addition of the word "limited" as the last word thereof; and <(iv)in the case of a company intended to be registered as a company limited by guarantee, the resolution declaring the amount of the guarantee. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 335 Requirements for registration by joint stock companies. 335. Before the registration in pursuance of this Part of any company not being a joint stock company, there shall be delivered to the registrar (a)a list showing the names, addresses and occupations of the directors of the company; and (b)a copy of any Act of Parliament, letters patent, deed of settlement, contract of copartnery, cost-book regulations or other instrument constituting or regulating the company; and (c)in the case of a company intended to be registered as a company limited by guarantee, a copy of the resolution declaring the amount of the guarantee. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 336 Requirements for registration by other than joint stock companies. 336. The lists of members and directors and any other particulars relating to the company required to be delivered to the registrar shall be verified by [a statutory declaration in the prescribed form made by] any two or more directors or other principal officers of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 337 Authentication of statements of existing companies. 337. The registrar may require such evidence as he thinks necessary for the purpose of satisfying himself whether any company proposing to be registered is or is not a joint stock company as hereinbefore defined. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 338 Registrar may require evidence as to nature of company. 338.(1) Subject to sub-section (2), where the name of a company seeking registration under this Part is one by which it may not be so registered by reason of the name being in the opinion of the Ministry undesirable, it may, with the approval of the Ministry signified in writing, change its name with effect from its registration as aforesaid. (2) The like assent of the members of the company shall be required to the change of name as is by section three hundred and thirty-two required to the registration under this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 339 Change of name for purposes of registration. 339.(1) Subject to sub-section (2), when a company registers in pursuance of this Part with limited liability, the word "limited" shall form, and be registered as, part of its name. (2) Sub-section (1) shall not be taken as excluding the operation of section nineteen. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 340 Addition of ""limited'' to name. 340. On compliance with the requirements of this Part with respect to registration, [and on payment of such fees, if any, as are payable under the following provisions of this Act], the registrar shall certify under his hand that the company applying for registration is incorporated as a company under this Act, and in the case of a limited company that it is limited, and thereupon the company shall be so incorporated. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 341 Certificate of registration of existing companies. 341. All property, real and personal (including things in action), belonging to or vested in a company at the date of its registration in pursuance of this Part, shall on registration pass to and vest in the company as incorporated under this Act for all the estate and interest of the company therein. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 342 Vesting of property on registration. 342. Registration of a company in pursuance of this Part shall not affect the rights or liabilities of the company in respect of any debt or obligation incurred, or any contract entered into, by, to, with, or on behalf of, the company before registration. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 343 Saving for existing liabilities. 343.(1) Subject to sub-section (2), all actions and other legal proceedings which at the time of the registration of a company in pursuance of this Part are pending by or against the company, or the public officer or any member thereof, may be continued in the same manner as if the registration had not taken place. (2) Execution shall not issue against the effects of any individual member of the company on any judgment, decree or order obtained in any such action or proceeding as aforesaid, but, in the event of the property and effects of the company being insufficient to satisfy the judgment, decree or order, an order may be obtained for winding up the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 344 Continuation of existing actions. 344.(1) When a company is registered in pursuance of this Part, sub-sections (2) to (7) shall have effect. (2) All provisions contained in any Act of Parliament or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if so much thereof as would, if the company had been formed under this Act, have been required to be inserted in the memorandum, were contained in a registered memorandum, and the residue thereof were contained in registered articles. (3) All the provisions of this Act shall apply to the company, and the members, contributories and creditors thereof, in the same manner in all respects as if it had been formed under this Act, subject as follows: (a)Table A shall not apply unless adopted by special resolution; (b)the provisions of this Act relating to the numbering of shares shall not apply to any joint stock company whose shares are not numbered; (c)subject to the provisions of this section, the company shall not have power to alter any provision contained in any Act of Parliament relating to the company; (d)subject to the provisions of this section, the company shall not have power, without the sanction of the Ministry, to alter any provision contained in any letters patent relating to the company; (e)the company shall not have power to alter any provision contained in a royal charter or letters patent with respect to the objects of the company; (f)in the event of the company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the company contracted before registration, who is liable to pay or contribute to the payment of any debt or liability of the company contracted before registration, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among themselves in respect of any such debt or liability, or to pay or contribute to the payment of the costs and expenses of winding up the company, so far as relates to such debts or liabilities as aforesaid; (g)in the event of the company being wound up, every contributory shall be liable to contribute to the assets of the company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid, and, in the event of the death, bankruptcy or insolvency of any contributory, or marriage of any female contributory, the provisions of this Act with respect to the personal representatives of deceased contributories, to the assignees of bankrupt or insolvent contributories, and to the liabilities of husbands and wives respectively, shall apply. (4) The provisions of this Act with respect to (a)the registration of an unlimited company as limited; (b)the powers of an unlimited company on registration as a limited company to increase the nominal amount of its share capital and to provide that a portion of its share capital shall not be capable of being called up except in the event of winding up; (c)the power of a limited company to determine that a portion of its share capital shall not be capable of being called up except in the event of winding up; (5) Nothing in this section shall authorise the company to alter any such provisions contained in any instrument constituting or regulating the company, as would, if the company had originally been formed under this Act, have been required to be contained in the memorandum and are not authorised to be altered by this Act. (6) None of the provisions of this Act (apart from those of sub-section (4) of section two hundred and one) shall derogate from any power of altering its constitution or regulations which may, by virtue of any Act of Parliament or other instrument constituting or regulating the company, be vested in the company. (7) In this section "instrument" includes deed of settlement, contract of copartnery, cost-book regulations and letters patent. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 345 Effect of registration under Part VIII. 345.(1) Subject to sub-sections (2) and (3), a company registered in pursuance of this Part may by special resolution alter the form of its constitution by substituting a memorandum and articles for a deed of settlement. (2) The provisions of section five with respect to applications to the court for cancellation of alterations of the objects of a company and matters consequential on the passing of resolutions for such alterations shall so far as applicable apply to an alteration under this section with the following modifications: (a)there shall be substituted for the printed copy of the altered memorandum required to be delivered to the registrar of companies a printed copy of the substituted memorandum and articles; and (b)on the delivery to the registrar of a printed copy of the substituted memorandum and articles or the date when the alteration is no longer liable to be cancelled by order of the court, whichever last occurs, the substituted memorandum and articles shall apply to the company in the same manner as if it were a company registered under this Act with that memorandum and those articles, and the company's deed of settlement shall cease to apply to the company. (3) An alteration under this section may be made either with or without any alteration of the objects of the company under this Act. (4) In this section "deed of settlement" includes any contract of copartnery or other instrument constituting or regulating the company, not being an Act of Parliament, a royal charter or letters patent. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 346 Power to substitute memorandum and articles for deed of settlement. 346. The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shall, in the case of a company registered in pursuance of this Part, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 347 Power of court to stay or restrain proceedings. 347. Where an order has been made for winding up a company registered in pursuance of this Part, no action or proceeding shall be commenced or proceeded with against the company or any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose. Actions stayed on winding-up order. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 348 348. For the purposes of this Part, "unregistered company" shall include any trustee savings bank certified under the Trustee Savings Banks Act, 1863, [the Trustee Savings Bank Act 1954 or the Trustee Savings Banks Act 1969], and any partnership, whether limited or not, any association and any company with the following exceptions: (a)a railway company incorporated by Act of Parliament, except in so far as is provided by the Abandonment of Railways Act, 1850, and the Abandonment of Railways Act, 1869, and any Acts amending them; (b)a company registered in any part of the United Kingdom under the Joint Stock Companies Acts, the Companies Act, 1862, or the Companies (Consolidation) Act, 1908; (c)a company registered in Northern Ireland under the Companies Act (Northern Ireland), 1932, or this Act; (d)a partnership, association or company which consists of less than eight members and is not a foreign partnership, association or company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 349 1932 c.7 349.(1) Subject to the provisions of this Part, any unregistered company may be wound up under this Act, and all the provisions of this Act with respect to winding up shall apply to an unregistered company, with the exceptions and additions mentioned in sub-sections (2) to (9). (2) If an unregistered company has a principal place of business situate in England or Scotland, it shall not be wound up under this Part unless it has a principal place of business situate in Northern Ireland, and the principal place of business in Northern Ireland shall, for all the purposes of the winding up, be deemed to be the registered office of the company. (3) No unregistered company shall be wound up under this Act voluntarily or subject to supervision. (4) The circumstances in which an unregistered company may be wound up are as follows: (a)if the company is dissolved, or has ceased to carry on business, or is carrying on business only for the purpose of winding up its affairs; (b)if the company is unable to pay its debts; (c)if the court is of opinion that it is just and equitable that the company should be wound up. (5) An unregistered company shall, for the purposes of this Act, be deemed to be unable to pay its debts: (a)if a creditor, by assignment or otherwise, to whom the company is indebted in a sum exceeding [#200] then due, has served on the company, by leaving at its principal place of business in Northern Ireland, or by delivering to the secretary or some director or principal officer of the company, or by otherwise serving in such manner as the court may approve or direct, a demand under his hand requiring the company to pay the sum so due, and the company has for three weeks after the service of the demand neglected to pay the sum or to secure or compound for it to the satisfaction of the creditor; (d)if in Scotland the induci' of a charge for payment on an extract decree, or an extract registered bond, or an extract registered protest, have expired without payment being made; (e)if it is otherwise proved to the satisfaction of the court that the company is unable to pay its debts. (6) Subject to sub-section (7), the court having jurisdiction to wind up a railway company under the Abandonment of Railways Act, 1850, and the Abandonment of Railways Act, 1869, and the Acts amending them, shall be the High Court, and the special provisions of those Acts shall apply to the winding up. Subs.(7) rep. by 1978 c.23 s.122(2) sch.7 (8) A petition for winding up a trustee savings bank may be presented by the National Debt Commissioners or by a commissioner appointed under the Trustee Savings Banks Act, 1954 as well as by any person authorised under the other provisions of this Act to present a petition for winding up a company. (9)[Subject to such modifications as may be made by rules of court, the Bankruptcy Acts] (Northern Ireland), 1857 to 1933, shall apply to limited partnerships as if limited partnerships were ordinary partnerships, and, upon all the partners of a limited partnership being adjudged bankrupt, the assets of the limited partnership shall vest in the assignees; and the succeeding provisions of this Part shall not have effect in relation to a limited partnership.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 349A 1869 c.114 349A. Where a company incorporated outside Northern Ireland which has been carrying on business in Northern Ireland ceases to carry on business in Northern Ireland, it may be wound up as an unregistered company under this Part, notwithstanding that it has been dissolved or otherwise ceased to exist as a company under or by virtue of the laws of the country under which it was incorporated.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 350 1954 c.63 350.(1) In the event of an unregistered company being wound up, every person shall be deemed to be a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members among themselves, or to pay or contribute to the payment of the costs and expenses of winding up the company, and every contributory shall be liable to contribute to the assets of the company all sums due from him in respect of any such liability as aforesaid. (2) In the event of the death, bankruptcy or insolvency of any contributory..., the provisions of this Act with respect to the personal representatives of deceased contributories, to the assignees of bankrupt or insolvent contributories... respectively shall apply. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 351 Part X companies may be wound up although dissolved. 351. The provisions of this Act with respect to staying and restraining actions and proceedings against a company at any time after the presentation of a petition for winding up and before the making of a winding-up order shall, in the case of an unregistered company, where the application to stay or restrain is by a creditor, extend to actions and proceedings against any contributory of the company. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 352 Contributories in winding up of unregistered company. 352. Where an order has been made for winding up an unregistered company, no action or proceeding shall be proceeded with or commenced against any contributory of the company in respect of any debt of the company, except by leave of the court, and subject to such terms as the court may impose. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 353 Power of court to stay or restrain proceedings. 353.(1) Subject to sub-section (2), the provisions of this Part with respect to unregistered companies shall be in addition to and not in restriction of the foregoing provisions of this Act with respect to winding up companies by the court, and the court or liquidator may exercise any powers or do any act in the case of unregistered companies which might be exercised or done by it or him in winding up companies formed and registered under this Act. (2) An unregistered company shall not, except in the event of its being wound up, be deemed to be a company under this Act, and then only to the extent provided by this Part. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 354 Actions stayed on winding-up order. 354. Nothing in this Part shall affect the operation of any enactment which provides for any partnership, association or company being wound up, or being wound up as a company or as an unregistered company, under the Companies Act (Northern Ireland), 1932, or any enactment repealed by that Act. Provisions of Part IX cumulative. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 355 355. This Part shall apply to all companies incorporated outside Northern Ireland which after the commencement of this Act, establish a place of business within Northern Ireland, and companies incorporated outside Northern Ireland which have, before the commencement of this Act, established a place of business within Northern Ireland and continue to have an established place of business within Northern Ireland at the commencement of this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 356 Saving for enactments providing for winding up under former Companies Acts. 356.(1) Companies incorporated outside Northern Ireland which, after the commencement of this Act, establish a place of business within Northern Ireland shall, within one month of the establishment of the place of business, deliver to the registrar of companies for registration: (a)a certified copy of the charter, statutes or memorandum and articles of the company or other instrument constituting or defining the constitution of the company, and, if the instrument is not written in the English language, a certified translation thereof; (b)a list [in the prescribed form] of the directors and secretary of the company containing the particulars mentioned in sub-section (2); (c)[a list in the prescribed form of] the names and addresses of some one or more persons resident in Northern Ireland authorised to accept on behalf of the company service of process and any notices required to be served on the company; [(d)a list in the prescribed form of the documents mentioned in paragraphs (a) to (c).] (2) Subject to sub-section (3), the list referred to in paragraph (b) of sub-section (1) shall contain the following particulars (a)with respect to each director (i)in the case of an individual, his present Christian name and surname and any former Christian name or surname, his usual residential address, his nationality and his business occupation, if any, or if he has no business occupation but holds any other directorship or directorships, particulars of that directorship or of some one of those directorships; and (ii)in the case of a body corporate, its corporate name and registered or principal office; (b)with respect to the secretary or, where there are joint secretaries, with respect to each of them (i)in the case of an individual, his present Christian name and surname, any former Christian name or surname and his usual residential address; and (ii)in the case of a body corporate or a Scottish firm, its corporate or firm name and registered or principal office. Paragraphs (b), (c) and (d) of sub-section (12) of section one hundred and ninety-one shall apply for the purpose of the construction of references in this sub-section to present and former Christian names and surnames as they apply for the purpose of the construction of such references in that section. (3) Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars mentioned in paragraph (b) of sub-section (2). (4) Companies to which this Part applies, other than those mentioned in sub-section (1), shall, if at the commencement of this Act they have not delivered to the registrar the documents and particulars specified in sub-section (1) of section two hundred and ninety-nine of the Companies Act (Northern Ireland), 1932, continue subject to the obligation to deliver those documents and particulars in accordance with that Act. S.357 rep. by 1960 c.20 (NI) s.1(1) sch. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 358 Application of Part X. 358.[(1)] If, in the case of any company to which this Part applies, any alteration is made in (a)the charter, statutes, or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company; or (b)the directors or secretary of the company or the particulars contained in the list of the directors and secretary; or (c)the names and addresses of the persons authorised to accept service on behalf of the company; [(2) If any change is made in the corporate name of a company to which this Part applies, the company shall, within the prescribed time, deliver to the registrar for registration a return containing the prescribed particulars of the change.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 359 Documents etc., to be delivered to registrar by certain companies carrying on business in Northern Ireland. 359.(1) Every company to which this Part applies shall, in every calendar year, make out a balance sheet and profit and loss account and, if the company is a holding company, group accounts, in such form, and containing such particulars and including such documents, as under the provisions of this Act (subject, however, to any prescribed exceptions) it would, if it had been a company within the meaning of this Act, have been required to make out and lay before the company in general meeting, and deliver copies of those documents to the registrar of companies. (2) If any such document as is mentioned in sub-section (1) is not written in the English language, there shall be annexed to it a certified translation thereof. (3) Sub-section (1) shall not apply to any company having provisions in its constitution that would entitle it to rank as a private company if it had been registered in Northern Ireland.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 360 1932 c.7 360.(1) Subject to sub-section (2), every company to which this Part applies shall (a)in every prospectus inviting subscriptions for its shares or debentures in Northern Ireland state the country in which the company is incorporated; and (b)conspicuously exhibit on every place where it carries on business in Northern Ireland the name of the company and the country in which the company is incorporated; and (c)cause the name of the company and of the country in which the company is incorporated to be stated in legible characters in all bill-heads and letter paper, and in all notices and other official publications of the company; and (d)if the liability of the members of the company is limited, cause notice of that fact to be stated in legible characters in every such prospectus as aforesaid and in all bill-heads, letter paper, notices and other official publications of the company in Northern Ireland, and to be affixed on every place where it carries on its business. (2) Paragraphs (b) and (c) of sub-section (1) shall not apply to a company incorporated in Great Britain. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 361 Return to be delivered to registrar where documents etc., altered. 361.(1) Subject to sub-section (2), any process or notice required to be served on a company to which this Part applies shall be sufficiently served if addressed to any person whose name has been delivered to the registrar of companies under the foregoing provisions of this Part and left at or sent by post to the address which has been so delivered. (2) A document may be served on any such company by leaving it at or sending it by post to any place of business established by the company in Northern Ireland (a)where the company makes default in delivering to the registrar the name and address of a person resident in Northern Ireland who is authorised to accept on behalf of the company service of process or notices; or (b)if at any time all the persons whose names and addresses have been delivered to the registrar as mentioned in sub-section (1) are dead or have ceased to reside in Northern Ireland, or refuse to accept service on behalf of the company, or for any reason cannot be served. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 362 Accounts of company to which Part X applies. 362. If any company to which this Part applies ceases to have a place of business in Northern Ireland, it shall forthwith give notice of the fact to the registrar of companies, and as from the date on which notice is so given the obligation of the company to deliver any document to the registrar shall cease. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 363 Obligation to state name of company to which Part X applies, whether limited, and country where incorporated. 363. If any company to which this Part applies fails to comply with any of the foregoing provisions of this Part the company, and every officer or agent of the company who knowingly and wilfully authorises or permits the default, shall be liable to a fine not exceeding fifty pounds, or, in the case of a continuing offence, five pounds for every day during which the default continues. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 364 Service on company to which Part X applies. 364. For the purposes of this Part [and Articles 11 to 13 of the Companies (Northern Ireland) Order 1978] "certified" means certified in the prescribed manner to be a true copy or a correct translation; "director" in relation to a company includes any person in accordance with whose directions or instructions the directors of the company are accustomed to act; "place of business" includes a share transfer or share registration office; "prospectus" has the same meaning as when used in relation to a company incorporated under this Act; "secretary" includes any person occupying the position of secretary by whatever name called. Penalties. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 365 365.(1) Subject to sub-section (2), it shall not be lawful for any person to issue, circulate or distribute in Northern Ireland any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom, whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain or Northern Ireland unless the prospectus is dated and (a)contains particulars with respect to the following matters: (i)the instrument constituting or defining the constitution of the company; (ii)the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected; <(iii)an address in Great Britain or Northern Ireland where the said instrument, enactments or provisions, or copies thereof, and if the same are in a foreign language a translation thereof certified in the prescribed manner, can be inspected; <(iv)the date on which and the country in which the company was incorporated; (v)whether the company has established a place of business in Great Britain or Northern Ireland, and, if so, the address of its principal office in Great Britain or Northern Ireland; (b)subject to the provisions of this section, states the matters specified in Part I of the Third Schedule and sets out the reports specified in Part II of that Schedule, subject always to the provisions contained in Part III of that Schedule. (2) Sub-paragraphs (i), (ii) and (iii) of paragraph (a) of sub-section (1) shall not apply in the case of a prospectus issued more than two years after the date at which the company is entitled to commence business, and, in the application of Part I of the Third Schedule for the purposes of sub-section (1), paragraph 2 thereof shall have effect with the substitution, for the reference to the articles, of a reference to the constitution of the company. (3) Any condition requiring or binding an applicant for shares or debentures to waive compliance with any requirement imposed by virtue of paragraph (a) or paragraph (b) of sub-section (1), or purporting to affect him with notice of any contract, document or matter not specifically referred to in the prospectus shall be void. (4) Subject to sub-section (5), it shall not be lawful for any person to issue to any person in Northern Ireland a form of application for shares in or debentures of such a company or intended company as is mentioned in sub-section (1) unless the form is issued with a prospectus which complies with this Part and the issue whereof in Northern Ireland does not contravene the provisions of section three hundred and sixty-seven. (5) Sub-section (4) shall not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures. (6) Subject to sub-section (7), in the event of non-compliance with or contravention of any of the requirements imposed by paragraphs (a) and (b) of sub-section (1), a director or other person responsible for the prospectus shall not incur any liability by reason of the non-compliance or contravention, if (a)as regards any matter not disclosed, he proves that he was not cognisant thereof; or (b)he proves that the non-compliance or contravention arose from an honest mistake of fact on his part; or (c)the non-compliance or contravention was in respect of matters which, in the opinion of the court dealing with the case, were immaterial or were otherwise such as ought, in the opinion of that court, having regard to all the circumstances of the case, reasonably to be excused. (7) In the event of failure to include in a prospectus a statement with respect to the matters contained in paragraph 16 of the Third Schedule, no director or other person shall incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. (8) This section (a)shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and (b)except in so far as it requires a prospectus to be dated, shall not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being [listed] on a prescribed stock exchange; (9) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act, apart from this section. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 366 Interpretation (Part X). 366.(1) Where (a)it is proposed to offer to the public by a prospectus issued generally any shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom, whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain or Northern Ireland; and (b)application is made to a prescribed stock exchange for permission for those shares or debentures to be [listed] on that stock exchange; (2) If a certificate of exemption is given, and if the proposals aforesaid are adhered to and the particulars and information required to be published in connection with the application for permission to the stock exchange are so published, then (a)a prospectus giving the particulars and information aforesaid in the form in which they are so required to be published shall be deemed to comply with the requirements of the Third Schedule; and (b)except in so far as it requires a prospectus to be dated, section three hundred and sixty-five shall not apply to any issue, after the permission applied for is given, of a prospectus or form of application relating to the shares or debentures. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 367 1978 NI 12 367.(1) It shall not be lawful for any person to issue, circulate or distribute in Northern Ireland any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom, whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain or Northern Ireland (a)if, where the prospectus includes a statement purporting to be made by an expert, he has not given, or has before delivery of the prospectus for registration withdrawn, his written consent to the issue of the prospectus with the statement included in the form and context in which it is included or there does not appear in the prospectus a statement that he has given and has not withdrawn his consent as aforesaid; or (b)if the prospectus does not have the effect, where an application is made in pursuance thereof, of rendering all persons concerned bound by all the provisions (other than penal provisions) of sections fifty and fifty-one so far as applicable. (2) In this section "expert" includes engineer, valuer, accountant and any other person whose profession gives authority to a statement made by him, and for the purposes of this section a statement shall be deemed to be included in a prospectus if it is contained therein or in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 368 Dating of prospectus and particulars to be contained therein. 368.(1) It shall not be lawful for any person to issue, circulate or distribute in Northern Ireland any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom, whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain or Northern Ireland, unless before the issue, circulation or distribution of the prospectus in Northern Ireland, a copy thereof certified by the chairman and two other directors of the company as having been approved by resolution of the managing body has been delivered for registration to the registrar of companies as defined in this Act or to the registrar of companies within the meaning of the Companies Act, 1948, and the prospectus states on the face of it that a copy has been so delivered, and there is endorsed on or attached to the copy (a)any consent to the issue of the prospectus required by section three hundred and sixty-seven; (2) The references in paragraph (b) of sub-section (1) to the copy of a contract required thereby to be endorsed on or attached to a copy of the prospectus shall, in the case of a contract wholly or partly in a foreign language, be taken as references to a copy of a translation of the contract in English or a copy embodying a translation in English of the parts in a foreign language, as the case may be, being a translation certified in the prescribed manner to be a correct translation, and the reference to a copy of a contract required to be available for inspection shall include a reference to a copy of a translation thereof or a copy embodying a translation of parts thereof. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 369 Provisions as to expert's consent, and allotment. 369. Any person who is knowingly responsible for the issue, circulation or distribution of a prospectus, or for the issue of a form of application for shares or debentures, in contravention of any of the provisions of sections three hundred and sixty-five to three hundred and sixty-eight shall be liable to a fine not exceeding five hundred pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 370 Registration of prospectus. 370. Section forty-three shall extend to every prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom, whether the company has or has not established, or when formed will or will not establish, a place of business in Great Britain or Northern Ireland, with the substitution, for references to section forty, of references to section three hundred and sixty-seven. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 371 1948 c.38. 371.(1) Where any document by which any shares in or debentures of a company incorporated outside the United Kingdom are offered for sale to the public would, if the company concerned had been a company within the meaning of this Act, have been deemed by virtue of section forty-five to be a prospectus issued by the company, that document shall be deemed to be, for the purpose of this Part, a prospectus issued by the company. (2) An offer of shares or debentures for subscription or sale to any person whose ordinary business it is to buy or sell shares or debentures, whether as principal or agent, shall not be deemed an offer to the public for the purposes of this Part. (3) In this Part "prospectus", "shares" and "debentures" have the same meanings as when used in relation to a company incorporated under this Act. Penalty for contravention of ss.365 to 368. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 372 372.(1) For the purposes of the registration of companies under [the Companies Acts], the Ministry shall continue to maintain and administer an office of the Ministry in Northern Ireland at such place as the Ministry thinks fit. (2) The Ministry may direct a seal or seals to be prepared for the authentication of documents required for or connected with the registration of companies.[ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 373 Civil liability for misstatements in prospectus. 373.(1) The Department shall have power to make regulations requiring the payment to the registrar of companies of such fees as may be specified in the regulations in respect of (a)the performance by the registrar of such functions under the Companies Acts as may be so specified, including the receipt by him of any notice or other document which under those Acts is required to be given, delivered, sent or forwarded to him; (b)the inspection of documents kept by him under those Acts. (2) Regulations made under sub-section (1)(a) requiring the payment of a fee in respect of a matter for which no fee was previously payable or increasing a fee shall be subject to affirmative resolution and any other regulations made under sub-section (1) shall be subject to negative resolution. (3) All fees paid to the registrar in pursuance of the Companies Acts shall be applied as the Department of Finance may direct. (4) It is hereby declared that the registrar may charge a fee for any services provided by him otherwise than in pursuance of an obligation imposed on him by law.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 374 Interpretation of provisions as to prospectuses. 374.(1) Subject to sub-sections (2) and (3), any person may (a)inspect the documents kept by the registrar of companies, [on payment of such fee as may be appointed by the Ministry, not exceeding [five new pence] for each inspection]; (b)require a certificate of the incorporation of any company, or a copy or extract of any other document or any part of any other document, to be certified by the registrar, [on payment for the certificate, certified copy or extract of such fees as the Ministry may appoint, not exceeding [twenty-five new pence] for a certificate of incorporation and not exceeding [three new pence] for each folio of a certified copy or extract]. (2) In relation to documents delivered to the registrar with a prospectus in pursuance of sub-paragraph (i) of paragraph (b) of sub-section (1) of section forty-one, the rights conferred by sub-section (1) of this section shall be exercisable only during the fourteen days beginning with the date of publication of the prospectus or with the permission of the Ministry, and in relation to documents so delivered in pursuance of paragraph (b) of sub-section (1) of section three hundred and sixty-eight the said rights shall be exercisable only during the fourteen days begining with the date of the prospectus or with the permission of the Ministry. (3) The right conferred by paragraph (a) of sub-section (1) shall not extend to any copy sent to the registrar under section three hundred and twenty-three of a statement as to the affairs of a company or of any comments of the receiver or his successor or a continuing receiver or manager thereon, but only to the summary thereof, except where the person claiming the right either is or is the agent of a person stating himself in writing to be a member or creditor of the company to which the statement relates, and the right conferred by paragraph (b) of sub-section (1) shall be similarly limited. (4) No process for compelling the production of any document kept by the registrar shall issue from any court except with the leave of that court, and any such process if issued shall bear thereon a statement that it is issued with the leave of the court. (5) A copy of, or extract from, any document kept and registered at the office for the registration of companies, certified to be a true copy under the hand of the registrar (whose official position it shall not be necessary to prove), shall in all legal proceedings be admissible in evidence as of equal validity with the original document. (6) Any person untruthfully stating himself in writing for the purposes of sub-section (3) to be a member or creditor of a company shall be liable to a fine not exceeding fifty pounds. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 375 Registration office. 375. Where a company has been dissolved, whether under this Act or otherwise, the registrar of companies may, at any time after the expiration of two years from the date of the dissolution, direct that any documents in his custody relating to that company may, subject to the approval of the Minister of Finance and to any rules made under the Public Records Act (Northern Ireland), 1923, be removed to the Public Record Office of Northern Ireland, and documents in respect of which any such direction is given shall be disposed of in accordance with that Act and the rules made thereunder. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 376 Inspection, production and evidence of documents kept by registrar. 376.(1) If a company, having made default in complying with any provision of this Act which requires it to file with, deliver or send to the registrar of companies any return, account or other document, or to give notice to him of any matter, fails to make good the default within fourteen days after the service of a notice on the company requiring it to do so, the court may, on an application made to the court by any member or creditor of the company or by the registrar of companies, make an order directing the company and any officer thereof to make good the default within such time as may be specified in the order. (2) Any such order may provide that all costs of and incidental to the application shall be borne by the company or by any officers of the company responsible for the default. (3) Nothing in this section shall be taken to prejudice the operation of any enactment imposing penalties on a company or its officers in respect of any such default as aforesaid. Power of registrar to direct removal of documents to Public Record Office. [ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 377 377. No company, association or partnership consisting of more than ten persons shall be formed for the purpose of carrying on the business of banking, unless it is registered as a company under this Act, or is formed in pursuance of some other Act of Parliament, or of letters patent.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 378 1923 c.20 378.(1) Where a banking company which was in existence on the seventh day of August, eighteen hundred and sixty-two, proposes to register as a limited company, it shall, at least thirty days before so registering, give notice of its intention so to register to every person who has a banking account with the company, either by delivery of the notice to him, or by posting it to him at, or delivering it at, his last known address. (2) If the company omits to give the notice required by this section, then, as between the company and the person for the time being interested in the account in respect of which the notice ought to have been given, and so far as respects the account down to the time at which notice is given, but not further or otherwise, the certificate of registration with limited liability shall have no operation.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 379 Enforcement of duty of company to make returns to registrar. 379.(1) Subject to sub-section (2), a bank of issue registered under this Act as a limited company shall not be entitled to limited liability in respect of its notes, and the members thereof shall be liable in respect of its notes in the same manner as if it had been registered as unlimited. (2) If, in the event of the company being wound up, the general assets are insufficient to satisfy the claims of both the note-holders and the general creditors, then the members, after satisfying the remaining demands of the note-holders, shall be liable to contribute towards payment of the debts of the general creditors a sum equal to the amount received by the note-holders out of the general assets. (3) For the purposes of this section, "the general assets" means the funds available for payment of the general creditor as well as the note-holder. (4) Any bank of issue registered under this Act as a limited company may state on its notes that the limited liability does not extend to its notes, and that the members of the company are liable in respect of its notes in the same manner as if it had been registered as an unlimited company.][ COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 380 Prohibition of banking partnerships with more than ten members. 380.(1) Where a company carrying on the business of bankers has duly forwarded to the registrar of companies the annual return required by section one hundred and nineteen and has added thereto a statement [in the prescribed form] of the names of the several places where it carries on business, the company Para.(a) rep. by SLR 1976 (b)shall be deemed to be a "bank" and "bankers" within the meaning of the Bankers' Books Evidence Act, 1879. (2) The fact of the said annual return and statement having been duly forwarded may be proved in any legal proceedings by the certificate of the registrar.] COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 381 Liability of bank of issue unlimited in respect of notes. 381.(1) Every company, being [a limited banking company or] an insurance company or a deposit, provident, or benefit society, shall, before it commences business, and also on the first Monday in February and the first Tuesday in August in every year during which it carries on business, make a statement in the form set out in the Ninth Schedule. (2) A copy of the statement shall be put up in a conspicuous place in the registered office of the company, and in every branch office or place where the business of the company is carried on. (3) Every member and every creditor of the company shall be entitled to a copy of the statement, on payment of a sum not exceeding [three new pence]. (4) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine. (5) For the purposes of this Act a company which carries on the business of insurance in common with any other business or businesses shall be deemed to be an insurance company. (6) This section shall not apply to any assurance company to which the provisions of [the Insurance Companies Act 1974], as to the accounts and balance sheet to be prepared annually and deposited by such a company apply, if the company complies with those provisions. 1879 c.11 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 382 382. No company, association or partnership consisting of more than twenty persons shall be formed for the purpose of carrying on any business [(other than the business of banking)] that has for its object the acquisition of gain by the company, association or partnership, or by the individual members thereof, unless it is registered as a company under this Act, or is formed in pursuance of some other Act of Parliament, or of letters patent. Banking and certain other companies to publish periodical statement. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 383 383.(1) The provisions of [this Act] specified in the second column of the Tenth Schedule (which respectively relate to the matters referred to in the first column of that Schedule) shall apply to all bodies corporate incorporated in and having a principal place of business in Northern Ireland, other than those mentioned in sub-section (2), as if they were companies registered under this Act, but subject to any limitations mentioned in relation to those provisions respectively in the third column of that Schedule and to such adaptations and modifications, if any, as may be specified by regulations made by the Ministry. [(1A) The modifications of Articles 123 and 124 of the Companies (Northern Ireland) Order 1978 that may be made by regulations under sub-section (1) shall include the extension of those Articles to additional matters (and in particular to the instruments constituting or regulating a company as well as to alterations thereof).] (2) The said provisions shall not apply by virtue of this section to any of the following bodies: (a)any body incorporated by or registered under any public general Act of Parliament; and (b)any body not formed for the purpose of carrying on a business which has for its object the acquisition of gain by the body or by the individual members thereof; and (c)any body for the time being exempted by direction of the Ministry. (3) The said provisions shall apply also in like manner in relation to any unincorporated body of persons entitled by virtue of letters patent to any of the privileges conferred by the Chartered Companies Act, 1837, and not registered under any other public general Act of Parliament, but subject to the like exceptions as are provided for in the case of bodies corporate by paragraphs (b) and (c) of sub-section (2). (4) This section shall not repeal or revoke in whole or in part any enactment, royal charter or other instrument constituting or regulating any body in relation to which the said provisions are applied by virtue of this section, or restrict the power of Her Majesty to grant a charter in lieu of or supplementary to any such charter as aforesaid; but, in relation to any such body, the operation of any such enactment, charter or instrument shall be suspended in so far as it is inconsistent with any of the said provisions as they apply for the time being to that body. (5) Regulations made under this section and the Tenth Schedule shall be subject to negative resolution. Application of certain provisions of this Act to unregistered companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 384 384.(1) Any register, index, minute book or [book of account] required by [the Companies Acts] to be kept by a company may be kept either by making entries in bound books or by recording the matters in question in any other manner. (2) Where any such register, index, minute book or [book of account] is not kept by making entries in a bound book, but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating its discovery, and where default is made in complying with this sub-section, the company and every officer of the company who is in default shall be liable to a fine not exceeding fifty pounds and further shall be liable to a default fine. 1978 NI 12 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 385 385. A document may be served on a company by leaving it at or sending it by post to the registered office of the company. 1837 c.73 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 386 386.(1) Subject to sub-section (2), if any person in any return, report, certificate, balance sheet, or other document, required by or for the purposes of any of the provisions of this Act specified in the Eleventh Schedule, wilfully makes a statement false in any material particular, knowing it to be false, he shall be liable on summary conviction to imprisonment for a term not exceeding four months or to a fine not exceeding one hundred pounds or to both. (2) Nothing in this section shall affect the [Perjury (Northern Ireland) Order 1979]. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 387 Service of documents on a company. 387. If any person or persons trade or carry on business under any name or title of which "limited", or any contraction or imitation of that word, is the last word, that person or those persons shall, unless duly incorporated with limited liability, be liable to a fine not exceeding five pounds for every day upon which that name or title has been used. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 388 Penalty for false statements. 388.(1) Where by any enactment in [the Companies Acts] it is provided that a company and every officer of the company who is in default shall be liable to a default fine, the company and every such officer shall, for every day during which the default, refusal or contravention continues, be liable to a fine not exceeding such amount as is specified in the said enactment, or, if the amount of the fine is not so specified, to a fine not exceeding five pounds. (2) For the purpose of any enactment in [the Companies Acts] which provides that an officer of a company who is in default shall be liable to a fine or penalty, "officer who is in default" means any officer of the company who knowingly and wilfully authorises or permits the default, refusal or contravention mentioned in the enactment. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 389 1979 NI 19 389.(1) If on an application made in accordance with rules of court to [the High Court] by [the Director of Public Prosecutions for Northern Ireland] the Ministry or a county inspector, there is shown to be reasonable cause to believe that any person has, while an officer of a company, committed an offence in connection with the management of the company's affairs and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company, an order may be made (a)authorising any person named therein to inspect the said books or papers or any of them for the purpose of investigating and obtaining evidence of the offence; or (b)requiring the secretary of the company or such other officer thereof as may be named in the order to produce the said books or papers or any of them to a person named in the order at a place so named. (2) Sub-section (1) shall apply also in relation to any books or papers of a person carrying on the business of banking so far as they relate to the company's affairs, as it applies to any books or papers of or under the control of the company, except that no such order as is referred to in paragraph (b) thereof shall be made by virtue of this sub-section. (3) The decision of [the High Court] on an application under this section shall be final and conclusive. S.390 rep. by 1978 NI12 art.153(2) sch.7 Penalty for improper use of word "limited". COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 391 391. Nothing in [the Companies Acts] relating to the institution of criminal proceedings by [the Director of Public Prosecutions for Northern Ireland] shall be taken to preclude any person from instituting or carrying on any such proceedings. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 392 Provision with respect to default fines and meaning of ""officer in default''. 392. Where proceedings are instituted under [the Companies Acts] against any person by [the Director of Public Prosecutions for Northern Ireland] nothing in [the Companies Acts] shall be taken to require any person who has acted as solicitor for the defendant to disclose any privileged communication made to him in that capacity. Production and inspection of books where offence suspected. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 393 393. Where a limited company is plaintiff in any action or other legal proceeding, any judge having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the company will be unable to pay the costs of the defendant if successful in his defence, require sufficient security to be given for those costs, and may stay all proceedings until the security is given. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 394 Saving as to private prosecutors. 394.(1) If in any proceeding for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that, having regard to all the circumstances of the case, including those connected with his appointment, he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as the court may think fit. (2) Where any such officer or person aforesaid has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief, and the court on any such application shall have the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought. (3) Where any case to which sub-section (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant ought in pursuance of that sub-section to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge may think proper. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 395 Saving for privileged communications. 395. Orders made by the High Court under [the Companies Acts] may be enforced in the same manner as orders made in an action pending therein. Costs in actions by certain limited companies. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 396 396. The Ministry shall cause a general annual report of matters within [the Companies Acts] to be prepared and laid before both Houses of Parliament. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 397 Power of court to grant relief in certain cases. 397. Any approval, sanction or licence or revocation of licence which under [the Companies Acts] may be given or made by the Ministry may be under the hand of a secretary or assistant secretary of the Ministry, or of any person authorised in that behalf by the Minister of Commerce. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 398 Power to enforce orders. 398.(1) The Ministry shall have power by regulations to alter or add to the requirements of [the Companies Acts] as to the matters to be stated in a company's balance sheet, profit and loss account and group accounts, and in particular of those of the Sixth Schedule, and any reference in [the Companies Acts] to the Sixth Schedule shall be construed as a reference to that Schedule with any alterations or additions made by regulations for the time being in force under this sub-section. (2) The Ministry may by regulations (a)alter Table A, ..., and the form in the Ninth Schedule; and (b)alter or add to Tables B, C, D, and E in the First Schedule and the form in Part II of the Fifth Schedule; (3) No regulations shall be made under sub-section (1) so as to render more onerous the requirements therein referred to, unless a draft of the regulations has been subjected to affirmative resolution. (4) Regulations made under this section, not being regulations to which sub-section (3) applies, shall be subject to negative resolution. Annual report by Ministry. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 399 399.(1) In this Act [and the Companies (Northern Ireland) Order 1978] "accounts" includes a company's group accounts, whether prepared in the form of accounts or not; "Act of Parliament" includes an Act of the Parliament of the United Kingdom; "agent" does not include a person's counsel acting as such; "annual return" means the return required to be made, in the case of a company having a share capital, under section one hundred and nineteen, and, in the case of a company not having a share capital, under section one hundred and twenty; "articles" means the articles of association of a company, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained (as the case may be) in Table B in the Schedule annexed to the Joint Stock Companies Act, 1856, or in Table A in the First Schedule annexed to the Companies Act, 1862, or in that Table as altered in pursuance of section seventy-one of the last-mentioned Act, or in Table A in the First Schedule to the Companies (Consolidation) Act, 1908, or in that Table as altered in pursuance of section one hundred and eighteen of the last-mentioned Act, or in Table A in the First Schedule to the Companies Act (Northern Ireland), 1932, or in Table A in the First Schedule to this Act; ["bank holiday" means a day which is a bank holiday in Northern Ireland under the Banking and Financial Dealings Act 1971]; "book and paper" and "book or paper" include accounts, deeds, writings and documents; "company" means a company formed and registered under this Act or an existing company; ["the Companies Acts" means the Companies Acts (Northern Ireland) 1960 and 1978;] "company limited by guarantee" and "company limited by shares" have the meanings assigned to them respectively by sub-section (2) of section one; "contributory" has the meaning assigned to it by section two hundred and four; "the court", used in relation to a company, means the court having jurisdiction to wind up the company; "creditors' voluntary winding up" has the meaning assigned to it by sub-section (4) of section two hundred and fifty-three; "debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not; "director" includes any person occupying the position of director by whatever name called; "document" includes summons, notice, order, and other legal process, and registers; "dominion register" has the meaning assigned to it by sub-section (1) of section one hundred and sixteen; "existing company" means a company formed and registered, or deemed to have been registered, in Northern Ireland under the Joint Stock Companies Acts, the Companies Act, 1862, the Companies (Consolidation) Act, 1908, or the Companies Act (Northern Ireland), 1932; ["financial year" means, in relation to any body corporate, the period in respect of which any profit and loss account of the body corporate laid before it in general meeting is made up, whether that period is a year or not;] "group accounts" has the meaning assigned to it by sub-section (1) of section one hundred and forty-four; "holding company" means a holding company as defined by section one hundred and forty-eight; "issued generally" means, in relation to a prospectus, issued to persons who are not existing members or debenture holders of the company; "Joint Stock Companies Acts" means the Joint Stock Companies Act, 1856, the Joint Stock Companies Acts, 1856, 1857, the Joint Stock Banking Companies Act, 1857, and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability, or any one or more of those Acts, as the case may require, but does not include the Act 7 and 8 Victoria, chapter one hundred and ten; "members' voluntary winding up" has the meaning assigned to it by sub-section (4) of section two hundred and fifty-three; "the minimum subscription" has the meaning assigned to it by sub-section (2) of section forty-seven; "memorandum" means the memorandum of association of a company, as originally framed or as altered in pursuance of any enactment; "the Ministry" means the Ministry of Commerce; "officer", in relation to a body corporate, includes a director or secretary; ["the Official Assignee" means the officer appointed under Article 65 of the Companies (Northern Ireland) Order 1978 to perform the functions of Official Assignee for company liquidations for Northern Ireland;] ["Part X company" means a company to which, in accordance with section 355, Part X applies;] "prescribed" means, as respects the provisions of this Act relating to the winding up of companies, prescribed by [winding-up rules made under section 317], and as respects the other provisions of this Act, prescribed by regulations made by the Ministry; "private company" has the meaning assigned to it by sub-section (1) of section twenty-eight; "prospectus" means any prospectus, notice, circular, advertisement or other invitation, offering to the public for subscription or purchase any shares or debentures of a company; "recognised stock exchange" means any body of persons which is for the time being a recognised stock exchange for the purposes of the Prevention of Fraud (Investments) Act (Northern Ireland), 1940; "the registrar of companies", or when used in relation to registration of companies, "the registrar", means the officer appointed by the Ministry to perform the duty of registration of companies; "resolution for reducing share capital" has the meaning assigned to it by sub-section (2) of section sixty-six; "a resolution for voluntary winding up" has the meaning assigned to it by sub-section (2) of section two hundred and forty-eight; "share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied; "share warrant" has the meaning assigned to it by sub-section (2) of section eighty-three; "statutory meeting" means the meeting required to be held by sub-section (1) of section one hundred and twenty-four; ["statutory provision" has the meaning assigned to it by section 1(f) of the Interpretation Act (Northern Ireland) 1954;] "statutory report" has the meaning assigned to it by sub-section (2) of section one hundred and twenty-four; "subsidiary" means a subsidiary as defined by section one hundred and forty-eight; "Table A" means Table A in the First Schedule; "the time of the opening of the subscription lists" has the meaning assigned to it by sub-section (1) of section fifty; "undischarged bankrupt" includes (a)a bankrupt who has not obtained the certificate of conformity mentioned in section fifty-six of the Bankruptcy (Ireland) Amendment Act, 1872 [or who has not been discharged from his bankruptcy by an absolute order of discharge under Article 28 or 30 of the Bankruptcy Amendment (Northern Ireland) Order 1980, or by virtue of the expiration of the period or the satisfaction of any requirement specified in a suspended or conditional order of discharge under that Article, or by virtue of Article 29(2) or (4) (automatic discharge) of that Order]; (b)a person who is an undischarged bankrupt under the law of England or Scotland; "unlimited company" has the meaning assigned to it by sub-section (2) of section one. ["winding-up rules" means rules made under section 317;] (2) A person shall not be deemed to be within the meaning of any provision in [the Companies Acts] a person in accordance with whose directions or instructions the directors of the company are accustomed to act, by reason only that the directors of the company act on advice given by him in a professional capacity. (3) References in [the Companies Acts] to a body corporate or to a corporation shall be construed as not including a corporation sole but as including a company incorporated outside Northern Ireland, and references therein to a body corporate shall be construed as not including a Scottish firm. (4) Any such provision of this Act overriding or interpreting a company's articles as is... a re-enacted provision of the Companies Act (Northern Ireland), 1932, shall, except as provided by this Act, apply in relation to articles in force at the commencement of this Act, as well as to articles coming into force thereafter, and shall apply also in relation to a company's memorandum as it applies in relation to its articles. [(5) For the purposes of the Companies Acts (a)any reference to a balance sheet or profit and loss account shall include any notes thereon or document annexed thereto giving information which is required by the Companies Acts and is thereby allowed to be so given, and (b)any reference to a profit and loss account shall be taken, in the case of a company not trading for profit, as a reference to its income and expenditure account, and references to profit or to loss and, if the company has subsidiaries, to a consolidated profit and loss account shall be construed accordingly. (6) Where a reference to a number of shares occurs in the Companies Acts in a context which admits of the reference to shares being construed as including stock, the expression "number" shall be construed as including amount.] S.400, with Schedule 12, effects amendments COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 401 1872 c.58 401. Notwithstanding sub-section (1) of section twenty-nine of the Interpretation Act (Northern Ireland), 1954 (which provides that where an Act repeals and re-enacts, with or without modification, any provisions of a former Act, references in any other Act to the provisions so repealed shall, unless the contrary intention appears, be construed as references to the provisions so re-enacted) (a)references, in whatever terms, in any Act other than this Act to a subsidiary company as defined by the Companies Act (Northern Ireland) 1932, shall be construed in like manner as if this Act had not passed; (b)references in any Act other than this Act to a company formed and registered, or registered, under the Companies Act (Northern Ireland), 1932, shall, unless the contrary intention appears, be construed as references to a company formed and registered, or registered, under that Act or this Act. COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 402 Construction of references in other Acts to subsidiary companies as defined by, and companies registered under, the Companies Act (Northern Ireland), 1932. 402.(1) Paragraph (d) of sub-section (1) of section ten of the Companies Act, 1907, paragraph (d) of sub-section (1) of section ninety-three of the Companies (Consolidation) Act, 1908, and paragraph (d) of sub-section (2) of section seventy-seven of the Companies Act (Northern Ireland), 1932 (by virtue whereof charges created on land by a company required registration under those Acts respectively), shall be deemed never to have applied to a charge for any rent or other periodical sum issuing out of the land. (2) Sub-section (1) of section two hundred and forty-three of the Companies Act (Northern Ireland), 1932, (which penalised the persons responsible where proper books of account were not kept by a company throughout the two years immediately preceding the commencement of the winding up), shall be deemed always to have had effect (a)as if after the words "the period of two years immediately preceding the commencement of the winding up" there had been inserted the words "or the period between the incorporation of the company and the commencement of the winding up, whichever is the shorter"; and (b)as if, in the phrase "unless he shows that he acted honestly or that in the circumstances in which the business of the company was carried on the default was excusable", for the word "or" there had been substituted the word "and". COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 403 1907 c.50 403. Subs.(1) rep. by SLR 1973 (2) Subject to sub-section (3), nothing in this Act shall affect any Order in Council, order, rule, regulation, appointment, conveyance, mortgage, deed or agreement made, resolution passed, direction given, proceeding taken, instrument issued or thing done under any former enactment relating to companies, but any such Order in Council, order, rule, regulation, appointment, conveyance, mortgage, deed, agreement, resolution, direction, proceeding, instrument or thing shall, if in force at the commencement of this Act, continue in force, and so far as it could have been made, passed, given, taken, issued or done under this Act shall have effect as if made, passed, given, taken, issued or done under this Act. Subs.(3)(4) spent; subs.(5) rep. by 1978 NI12 art.153(2) sch.7; subs.(6)(8) spent (9) Nothing in this Act shall affect (a)section five of the Trade Union Act, 1871 (which avoids the registration of a trade union under the enactments relating to companies); (b)the provisions of.... any.... enactment (not being one expressly repealed by this Act) relating to preferential payments or of regulations so relating having effect under any enactment; (c)sub-section (2) of section eight of the Exchange Control Act, 1947 (which invalidates the subscription of the memorandum of association of a company by or on behalf of a person resident outside the scheduled territories as defined for the purposes of that Act, unless the subscription is with the permission of the Treasury); Para.(d) rep. by 1978 NI12 art.153(2) sch.7 (10) Any document referring to any former enactment relating to companies shall be construed as referring to the corresponding enactments of this Act. (11) Any person appointed to any office under or by virtue of any former enactment relating to companies shall be deemed to have been appointed to that office under or by virtue of this Act. (12) Any register kept under any former enactment relating to companies shall be deemed part of the register to be kept under the corresponding provisions of this Act. (13) All funds and accounts constituted under this Act shall be deemed to be in continuation of the corresponding funds and accounts constituted under the former enactments relating to companies. (14) Nothing in this Act shall affect (a)the incorporation of any company registered under any enactment hereby repealed; (b)Table B in the Schedule annexed to the Joint Stock Companies Act, 1856, or any part thereof, so far as the same applies to any company existing at the commencement of this Act; (c)Table A in the First Schedule annexed to the Companies Act, 1862, or any part thereof, either as originally contained in that Schedule or as altered in pursuance of section seventy-one of that Act, so far as the same applies to any company existing at the commencement of this Act; (d)Table A in the First Schedule to the Companies (Consolidation) Act, 1908, or any part thereof, either as originally contained in that Schedule or as altered in pursuance of section one hundred and eighteen of that Act, so far as the same applies to any company existing at the commencement of this Act; (e)Table A in the First Schedule to the Companies Act (Northern Ireland), 1932, or any part thereof, so far as the same applies to any company existing at the commencement of this Act. (15) Where any offence, being an offence for the continuance of which a penalty was provided, has been committed under any former enactment relating to companies, proceedings may be taken under this Act in respect of the continuance of the offence after the commencement of this Act, in the same manner as if the offence had been committed under the corresponding provisions of this Act. (16) In this section "former enactment relating to companies" means the Companies Act (Northern Ireland), 1932, and any enactment repealed by that Act or by the Companies (Consolidation) Act, 1908. S.404 spent 1862 c.89 COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 405 405.(1) This Act may be cited as the Companies Act (Northern Ireland), 1960. (2) Commencement. 1. In these regulations: "the Act" means the Companies Act (Northern Ireland), 1960; "the seal" means the common seal of the company; "secretary" means any person appointed to perform the duties of the secretary of the company; "the United Kingdom" means Great Britain and Northern Ireland. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form. Unless the contrary intention appears, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company. 2. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the company may be issued with such preferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise as the company may from time to time by ordinary resolution determine. 3. Subject to section 58 of the Act, any preference shares may, with the sanction of an ordinary resolution, be issued on the terms that they are, or at the option of the company are liable, to be redeemed on such terms and in such manner as the company before the issue of the shares may by special resolution determine. 4. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these regulations relating to general meetings shall apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll. 5. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith. 6. The company may exercise the powers of paying commissions conferred by section 53 of the Act, provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by that section and the rate of the commission shall not exceed the rate of 10 per cent. of the price at which the shares in respect whereof the same is paid are issued or an amount equal to 10 per cent. of such price (as the case may be). Such commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or partly in one way and partly in the other. The company may also on any issue of shares pay such brokerage as may be lawful. 7. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder. 8. Every person whose name is entered as a member in the register of members shall be entitled without payment to receive within two months after allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of [13p] for every certificate after the first or such less sum as the directors shall from time to time determine, so, however, that in respect of a share or shares held jointly by several persons the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders. Every certificate shall be under the seal [or under the official seal kept by the company by virtue of Article 4 of the Stock Exchange (Completion of Bargains) (Northern Ireland) Order 1977] [or under the official seal kept by the company by virtue of Article 132 of the Companies (Northern Ireland) Order 1978] and shall specify the shares to which it relates and the amount paid up thereon. 9. If a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of [13p] or such less sum and on such terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses of the company of investigating evidence as the directors think fit. 10. The company shall not give, whether directly or indirectly, and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of or in connection with a purchase or subscription made or to be made by any person of or for any shares in the company or in its holding company nor shall the company make a loan for any purpose whatsoever on the security of its shares or those of its holding company, but nothing in this regulation shall prohibit transactions mentioned in section 54(2) of the Act. 11. The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share, and the company shall also have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single person for all moneys presently payable by him or his estate to the company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company's lien, if any, on a share shall extend to all dividends payable thereon. 12. The company may sell, in such manner as the directors think fit, any shares on which the company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable has been given to the registered holder for the time being of the share, or the person entitled thereto by reason of his death or bankruptcy. 13. To give effect to any such sale the directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer, and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 14. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. 15. The directors may from time to time make calls upon the members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment thereof made payable at fixed times, provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month from the date fixed for the payment of the last preceding call, and each member shall (subject to receiving at least fourteen days' notice specifying the time or times and place of payment) pay to the company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as the directors may determine. 16. A call shall be deemed to have been made at the time when the resolution of the directors authorising the call was passed and may be required to be paid by instalments. 17. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 18. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding 5 per cent. per annum as the directors may determine, but the directors shall be at libery to waive payment of such interest wholly or in part. 19. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium, shall for the purposes of these regulations be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 20. The directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid and the times of payment. 21. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become payable) pay interest at such rate not exceeding (unless the company in general meeting otherwise directs) 5 per cent. per annum, as may be agreed upon between the directors and the member paying such sum in advance. 22. The instrument of transfer of any share shall be executed by or on behalf of the transferor and transferee, and the transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the register of members in respect thereof. 23. Subject to such of the restrictions of these regulations as may be applicable, any member may transfer all or any of his shares by instrument in writing in any usual or common form or any other form which the directors may approve. 24. The directors may decline to register the transfer of a share (not being a fully paid share) to a person of whom they do not approve, and they may also decline to register the transfer of a share on which the company has a lien. 25. The directors may also decline to recognise any instrument of transfer unless (a)a fee of [13p] or such lesser sum as the directors may from time to time require is paid to the company in respect thereof; and (b)the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer; and (c)the instrument of transfer is in respect of only one class of share. 26. If the directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the company send to the transferee notice of the refusal. 27. The registration of transfers may be suspended at such times and for such periods, not exceeding in the whole thirty days in each year, as the directors may from time to time determine. 28. The company shall be entitled to charge a fee not exceeding [13p] on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument. 29. In case of the death of a member, the survivor or survivors where the deceased was a joint holder, and the personal representatives of the deceased where he was a sole holder, shall be the only persons recognised by the company as having any title to his interest in the shares; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. 30. Any person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to have some person nominated by him registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death or bankruptcy, as the case may be. 31. If the person so becoming entitled elects to be registered himself, he shall deliver or send to the company a notice in writing signed by him stating that he so elects. If he elects to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member had not occurred and the notice or transfer were a transfer signed by that member. 32. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company, so, however, that the directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days the directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the share until the requirements of the notice have been complied with. 33. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. 34. The notice shall name a further day (not earlier than the expiration of fourteen days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. 35. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the directors to that effect. 36. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. 37. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the company all moneys which, at the date of forfeiture, were payable by him to the company in respect of the shares, but his liability shall cease if and when the company receives payment in full of all such moneys in respect of the shares. 38. A statutory declaration in writing that the declarant is a director or the secretary of the company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. 39. The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 40. The company may by ordinary resolution convert any paid-up shares into stock, and reconvert any stock into paid-up shares of any denomination. 41. The holders of stock may transfer the same, or any part thereof, in the same manner, and subject to the same regulations, as and subject to which the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances admit; and the directors may from time to time fix the minimum amount of stock transferable but so that such minimum shall not exceed the nominal amount of the shares from which the stock arose. 42. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the company and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except participation in the dividends and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage. 43. Such of the regulations of the company as are applicable to paid-up shares shall apply to stock, and the words "share" and "shareholder" therein shall include "stock" and "stockholder". 44. The company may from time to time by ordinary resolution increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe. 45.(1) Subject to any direction to the contrary that may be given by the company in general meeting, all new shares shall, before issue, be offered to such persons as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as nearly as the circumstances admit, to the amount of the existing shares to which they are entitled. (2) The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of that time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in such manner as they think most beneficial to the company. (3) The directors may, in the manner referred to in paragraph (2), dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this article. 46. The new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture, and otherwise as the shares in the original share capital. 47. The company may by ordinary resolution (a)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b)sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum of association subject, nevertheless, to section 61(1)(d) of the Act; (c)cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person. 48. The company may by special resolution reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and with, and subject to, any incident authorised, and consent required, by law. 49.(1) Subject to paragraph (2), the company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the company and that of the next. (2) So long as the company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting shall be held at such time and place as the directors shall appoint. 50. All general meetings other than annual general meetings shall be called extraordinary general meetings. 51. The directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by section 126 of the Act. If at any time there are not within the United Kingdom sufficient directors capable of acting to form a quorum, any director or any two members of the company may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors. 52. An annual general meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days' notice in writing at the least, and a meeting of the company other than an annual general meeting or a meeting for the passing of a special resolution shall be called by fourteen days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business, and shall be given, in manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are, under the regulations of the company, entitled to receive such notices from the company, so, however, that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in this regulation, be deemed to have been duly called if it is so agreed by the auditors of the company, and (a)in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and (b)in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95 per cent. in nominal value of the shares giving that right. 53. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting. 54. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors. 55. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, three members present in person shall be a quorum. 56. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum. 57. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the directors present shall elect one of their number to be chairman of the meeting. 58. If at any meeting no director is willing to act as chairman or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting. 59. The chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 60. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded (a)by the chairman; or (b)by at least three members present in person or by proxy; or (c)by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (d)by a member or members holding shares in the company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right. Unless a poll is so demanded a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn. 61. Except as provided in regulation 63, if a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 62. Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 63. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. 64. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every member present in person shall have one vote, and on a poll every member shall have one vote for each share of which he is the holder. 65. Where there are joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and for this purpose seniority shall be determined by the order in which the names stand in the register of members. 66. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian, curator bonis, tutor, judicial factor or other person in the nature of a committee, receiver, guardian, curator bonis, tutor or judicial factor appointed by that court, and any such committee, receiver, guardian, curator bonis, tutor, judicial factor or other person may, on a poll, vote by proxy. 67. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the company have been paid. 68. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. 69. On a poll votes may be given either personally or by proxy. 70. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate, either under seal, or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company. 71. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and in default of the instrument of proxy shall not be treated as valid. 72. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit "

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	Statutes of Northern Ireland
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Statutes of Northern Ireland