Companies (Northern Ireland) Order 1989

JurisdictionUK Non-devolved
CitationSI 1989/2404

1989No. 2404


The Companies (Northern Ireland) Order 1989






1. Title and commencement.

2. Interpretation.



3. Interpretation of Part II.


4. Disqualification orders: general.

Disqualification for general misconduct inconnection with companies

5. Disqualification on conviction of offence punishable only on indictment or either on conviction on indictment or on summary conviction.

6. Disqualification for persistent default under companies legislation.

7. Disqualification for fraud, etc., in winding up.

8. Disqualification on summary conviction of offence.

Disqualification for unfitness

9. Duty of High Court to disqualify unfit directors of insolvent companies.

10. Applications to High Court under Article 9; reporting provisions.

11. Disqualification after investigation of company.

12. Matters for determining unfitness of directors.

Other cases of disqualification

13. Participation in wrongful trading.

14. Undischarged bankrupts.

15. Failure to pay under administration order.

16. Other disqualified persons.

Consequences of contravention

17. Offences.

18. Personal liability for company's debts where person acts while disqualified.

Supplementary provisions

19. Application for disqualification order.

20. Application for leave under an order.

21. Register of disqualification orders.

22. Special savings from repealed statutory provisions.

Miscellaneous and general

23. Admissibility in evidence of statements.

24. Interaction with the Insolvency Order.

25. Transitional provisions, savings, amendments and repeals.




26. Takeover offers.

27. "Deal in securities" : contracts for differences.

28. Information obtained in official capacity: public bodies, etc.

29. Market makers, off-market dealers, etc.

30. Price stabilisation.

31. Investigations into insider dealing.

32. Restrictions on disclosure of information.

33. False and misleading statements.

34. Powers of entry.

35. Offences.

36. Amendments.

37. Repeals.

Schedule 1-


Matters for determining unfitness of directors.

Part Matters applicable in all cases.



Matters applicable where company has become insolvent.

Schedule 2-

Savings from Companies (Northern Ireland) Order 1982 Articles 93 and 94.

Schedule 3-

Transitional provisions and savings.

Schedule 4-




Amendments consequential on Part II.


II Miscellaneous minor amendments to the Companies (Northern

Ireland) Order 1986 and amendments consequential on Part


Schedule 5- Repeals.



Repeals consequential on Part II.



Repeals consequential on Part III.


At the Court at Buckingham Palace, the 19th day of December 1989


The Queen's Most Excellent Majesty in Council

Whereas a draft of this Order has been approved by a resolution of each House of Parliament:

Now, therefore, Her Majesty, in exercise of the powers conferred by paragraph 1 of Schedule 1 to the Northern Ireland Act 1974 ( a)and of all other powers enabling Her in that behalf, is pleased, by and with the advice of Her Privy Council, to order, and it is hereby ordered, as follows:-



Title and commencement

1.-(1) This Order may be cited as the Companies (Northern Ireland) Order 1989.

(2) This Order shall come into operation on such day or days as the Head of the Department may by order appoint.


2.-(1) The Interpretation Act (Northern Ireland) 1954 ( b) shall apply to Article 1 and the following provisions of this Order as it applies to a Measure of the Northern Ireland Assembly.

(2) In this Order-

"the Companies Order" means the Companies (Northern Ireland) Order 1986 ( c) ;

"the Insider Dealing Order" means the Company Securities (Insider Dealing) (Northern Ireland) Order 1986 ( d) .



Interpretation of Part II

3.-(1) In this Part-

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


(a) includes a company within the meaning of the Companies Act 1985;(b) includes any company which may be wound up under Part VI of the Insolvency Order or Part V of the Insolvency Act 1986; and(c) except in Article 11, includes a building society within the meaning of the Building Societies Act 1986 ( e) ;

"the companies legislation" , in Articles 6(1) and 8(1) means the Companies Orders (except the Insider Dealing Order) and Parts II to VII and Articles 359, 360, 361 and 362 of the Insolvency Order;

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

"the Department" means the Department of Economic Development;


(a) includes any person occupying the position of director by whatever name called, and in Articles 9 to 12 includes a shadow director; and(b) in Articles 9, 10, 12 and 18, includes a director (but not a shadow director) of a building society;

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

"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 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 ( g) .

(2) 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.

(3) 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).

(4) Any expression for whose interpretation provision is made by Part I of the Companies Order (and not by paragraphs (1) to (3) or Article 2(2) of this Order) is to be construed in accordance with that provision.

(5) In this Order references to the official receiver include an officer of the Department appointed under Article 357(1) of the Insolvency Order as deputy official receiver.


(a) 1974 c. 28

(b) 1954 c. 33 (N.I.)

(c) 1986 NI 6

(d) 1986 NI 8

(e) 1985 c. 6

(f) 1986 c. 45

(g) 1986 c. 53

Disqualification orders: general

4.-(1) In the circumstances specified in this Part a court may, and under Article 9 shall, make against a person a disqualification order, that is to say an order that he shall not, without leave of the High Court-

(a) be a director of a company, or(b) be a liquidator or administrator of a company, or(c) be a receiver or manager of a company's property, or(d) in any way, whether directly or indirectly, be concerned or take part in the promotion, formation or management of a company,

for a specified period beginning with the date of the order.

(2) In each Article which gives to a court power or, as the case may be, imposes on it the duty to make a disqualification order there is specified the maximum (and, in Article 9, the minimum) period of disqualification which may or (as the case may be) must be imposed by means of the order.

(3) Where a disqualification order is made against a person who is already subject to such an order, the periods specified in those orders shall run concurrently.

(4) A disqualification order may be made on grounds which are or include matters other than criminal convictions, notwithstanding that the person in respect of whom it is to be made may be criminally liable in respect of those matters.

Disqualification for general misconduct inconnection with companies

Disqualification on conviction of offence punishable only on indictment or either on conviction on indictment or on summary conviction

5.-(1) The court may make a disqualification order against a person where he is convicted of an offence punishable only on conviction on indictment or either on conviction on indictment or on summary conviction (whether on indictment or on summary conviction) in connection with the promotion, formation, management orliquidation of a company, or with the receivership or management of a company's property.

(2) "The court" for this purpose means-

(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.

Disqualification for persistent default under companies legislation

6.-(1) The High Court may make a disqualification order against a person where it appears to it that he has been persistently in default in relation to provisions of the companies legislation requiring anyreturn, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the registrar.

(2) On an application to the High Court for an order to be made under this Article...

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