COMPANIES ACT (NORTHERN IRELAND) 1960

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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
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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 399
