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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.

© 1960 Crown Copyright

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