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.

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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.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 30