Northern Ireland Orders in Council

"administrative receiver" has the meaning given by Article 5(1) of the Insolvency Order;

"company" - 

(a) includes a company within the meaning of the Companies Act 1985 (c. 6);

(b) includes any company which may be wound up under Part VI of the Insolvency Order or Part V of the Insolvency Act 1986 (c. 45); and

(c) except in Article 11, includes a building society within the meaning of the Building Societies Act 1986 (c. 53);

"the companies legislation", in Articles 6(1) and 8(1) means the Companies Orders (except Part V of the Criminal Justice Act 1993 (c. 36) (insider dealing)) and Parts II to VII and Articles 359, 360, 361 and 362 of the Insolvency Order;

"the Companies Order" means the Companies (Northern Ireland) Order 1986 (NI 6);

"the Companies Orders" has the meaning given by Article 2(3) of the Companies Order;

"the Department" means the Department of Enterprise, Trade and Investment;

"director" - 

(a) includes any person occupying the position of director by whatever name called; and

(b) in Articles 9, 10, 13 and 19, includes a director (but not a shadow director) of a building society;

"the Insolvency Order" means the Insolvency (Northern Ireland) Order 1989;

"officer" has the meaning given by Article 2(3) of the Companies Order;

"the official receiver" means, in relation to the winding up of a company or the bankruptcy of an individual, any officer of the Department who by virtue of Article 355 or 357 of the Insolvency Order is authorised to act as the official receiver in relation to that winding up or bankruptcy;

"prescribed" means prescribed by regulations;

"the registrar" means the registrar of companies appointed under Article 653 of the Companies Order and, for the purposes of this Order, includes an assistant registrar;

"regulations" means regulations made by the Department subject (except in Article 23(3)(a)(ii)) to negative resolution;

"shadow director", in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act (but so that a person is not deemed a shadow director by reason only that the directors act on advice given by him in a professional capacity);

"statutory provision" has the meaning assigned to it by section 1(f) of the Interpretation Act (Northern Ireland) 1954 (c. 33).

    (3) Article 6 of the Insolvency Order (interpretation for Parts II to VII of that Order) applies as regards references to a company's insolvency and to its going into liquidation; and references to acting as an insolvency practitioner are to be read in accordance with Article 3 of that Order.

    (4) Any reference to provisions, or a particular provision, of the Companies Orders or the Insolvency Order includes the corresponding provisions or provision of the former Companies Acts (as defined by Article 2(3) of the Companies Order, but including also that Order itself).

    (5) Any expression for whose interpretation provision is made by Part I of the Companies Order (and not by paragraphs (2) to (4)) is to be construed in accordance with that provision.

    (6) Any reference to acting as receiver - 

(a) includes acting as manager or as both receiver and manager, but

(b) does not include acting as administrative receiver.

(a) the High Court, or

(b) the court by or before which the person is convicted of the offence, or

(c) in the case of a summary conviction, any other court of summary jurisdiction acting for the same petty sessions district.

    (3) The maximum period of disqualification under this Article is - 

(a) where the disqualification order is made by a court of summary jurisdiction, 5 years, and

(b) in any other case, 15 years.

(a) that he is or has been a director of a company which has at any time become insolvent (whether while he was a director or subsequently), and

(b) that his conduct as a director of that company (either taken alone or taken together with his conduct as a director of any other company or companies) makes him unfit to be concerned in the management of a company.

    (2) For the purposes of this Article and Article 10, a company becomes insolvent if - 

(a) the company goes into liquidation at a time when its assets are insufficient for the payment of its debts and other liabilities and the expenses of the winding up,

(b) an administration order is made in relation to the company, or

(c) an administrative receiver of the company is appointed;

(a) shall not be a director of a company, act as receiver of a company's property or in any way either directly or indirectly be concerned or take part in the promotion, formation or management of a company unless (in each case) he has leave of the High Court; and

(b) shall not act as an insolvency practitioner.

Consequences of contravention

(a) a disqualification order is made, or

(b) any action is taken by a court in consequence of which such an order or a disqualification undertaking is varied or ceases to be in force, or

(c) leave is granted by the High Court for a person subject to such an order to do any thing which otherwise the order prohibits him from doing, or

(d) leave is granted by the High Court for a person subject to such an undertaking to do anything which otherwise the undertaking prohibits him from doing,

the clerk of the court shall furnish to the Department and to the Secretary of State such particulars as may be prescribed and regulations may prescribe the time within which, and the form and manner in which, such particulars are to be furnished.

    (2) The Department shall, from the particulars so furnished continue to maintain the register of disqualification orders, and of cases in which leave has been granted as mentioned in paragraph (1), which was set up by it under Article 309 of the Companies Order.

    (3) The Department shall include in the register such particulars as the Department considers appropriate of disqualification undertakings accepted by it under Article 10 or 11 and of cases in which leave has been granted as mentioned in paragraph (1)(d).

    (4) When an order or undertaking of which entry is made in the register ceases to be in force, the Department shall delete the entry from the register and all particulars relating to it which have been furnished to the Department under this Article or any previous corresponding provision and, in the case of a disqualification undertaking, any other particulars the Department has included in the register.

    (5) The register shall be open to inspection on payment of such fee as may be prescribed.

    (6) The Department may furnish to the Secretary of State such particulars as the Department considers appropriate of disqualification undertakings accepted by it under Article 10 or 11.

    (7) Regulations under this Article may extend the preceding provisions of this Article, to such extent and with such modifications as may be specified in the regulations, to disqualification orders made and disqualification undertakings accepted under the Company Directors Disqualification Act 1986 (c. 46).

(a) no evidence relating to the statement may be adduced, and

(b) no question relating to it may be asked,

by or on behalf of the prosecution, unless evidence relating to it is adduced, or a question relating to it is asked, in the proceedings by or on behalf of that person.

    (3) Paragraph (2) applies to any offence other than - 

(a) an offence which is - 


(i) created by rules made for the purposes of this Order under the Insolvency Order, and

(ii) designated for the purposes of this paragraph by such rules or by regulations;



(b) an offence which is - 



(i) created by regulations made under any such rules, and

(ii) designated for the purposes of this paragraph by such regulations; or



(c) an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (NI 19) (false statements made otherwise than on oath).

(a) Article 229 (companies to keep accounting records);

(b) Article 230 (where and for how long records to be kept);

(c) Article 296 (register of directors and secretaries);

(d) Article 360 (obligation to keep and enter up register of members);

(e) Article 361 (location of register of members);

(f) Article 371 (duty of company to make annual returns);

(g) Articles 405 and 652D (duty of company to deliver particulars of charges on its property).

    (2) Until the day appointed by order under Article 1 of the Companies (No. 2) (Northern Ireland) Order 1990 (NI 10) for the coming into operation of paragraph 2 of Schedule 2 to that Order, sub-paragraph (l) shall have effect as if for paragraph (g) there were substituted - 

" (g) Article 406 (company's duty to register charges it creates)".

     5. The extent of the director's responsibility for any failure by the directors of the company to comply with - 

(a) Article 234 or 235 of the Companies Order (duty to prepare annual accounts); or

(b) Article 241 of that Order (approval and signature of accounts).

     6. In the application of this Part in relation to any person who is a director of an investment company with variable capital, any reference to a provision of the Companies Order shall be taken to be a reference to the corresponding provision of any regulations for the time being having effect under the Open-Ended Investment Companies Act (Northern Ireland) 2002 or of any rules made under such regulations by the Financial Services Authority.

     7. In the application of this Schedule to the directors of a building society, references to provisions of this Order or of the Companies Order other than provisions which apply to building societies or their directors in any event, whether by virtue of this Order or the Building Societies Act 1986, shall be construed as references to the corresponding provisions (if any) of the Building Societies Act 1986

(a) Article 34 (company's statement of affairs in administration);

(b) Article 57 (statement of affairs to administrative receiver);

(c) Article 85 (directors' duty to attend meeting; statement of affairs in creditors' voluntary winding up);

(d) Article 111 (statement of affairs in winding up by the High Court);

(e) Article 198 (duty of anyone with company's property to deliver it up);

(f) Article 199 (duty to co-operate with liquidator, etc.).

(a) to run from the date or event from which it was running immediately before the commencement date, an

(b) to expire (subject to any provision of this Order for its extension) whenever it would have expired if this Order had not been passed;

and any rights, priorities, liabilities, reliefs, obligations, requirements, powers, duties or exemptions dependent on the beginning, duration or end of such a period as above mentioned shall be under this Order as they were or would have been under that repealed provision.

     3. The provision of this Schedule shall have effect without prejudice to sections 28 and 29 of the Interpretation Act (Northern Ireland) 1954 (c. 33).

(a) in paragraph (2) for "and Part II of the Companies (Northern Ireland) Order 1989" substitute "and the Company Directors Disqualification (Northern Ireland) Order 2002";

(b) in paragraph (3) for "and Part II of the Companies (Northern Ireland) Order 1989" substitute "and the Company Directors Disqualification (Northern Ireland) Order 2002".

     4. In Article 434(1) (inspector's report to be evidence) for "Article 11 of the Companies (Northern Ireland) Order 1989" substitute "Article 11 of the Company Directors Disqualification (Northern Ireland) Order 2002".

     5. In Article 442(1)(b) (provision for security of information obtained) for "Articles 9, 10 or 11 of the Companies (Northern Ireland) Order 1989" substitute "Article 9, 10 or 11 of the Company Directors Disqualification (Northern Ireland) Order 2002".

" (b) he is subject to a disqualification order made or a disqualification undertaking accepted under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002, or".

     7. In Schedule 5 (provisions capable of inclusion in company insolvency rules)

(a) in paragraph 26, for "Article 10(3) of the Companies (Northern Ireland) Order 1989" substitute "Article 10(4) of the Company Directors Disqualification (Northern Ireland) Order 2002"; and

(b) in paragraph 29, for "Article 10(4) of the Companies (Northern Ireland) Order 1989" substitute "Article 10(5) of the Company Directors Disqualification (Northern Ireland) Order 2002".

The Electricity (Northern Ireland) Order 1992 (NI 1)

     8. In Article 73(6) (initial Government holding in the companies), for "Part II of the Companies (Northern Ireland) Order 1989" substitute "the Company Directors Disqualification (Northern Ireland) Order 2002".