Companies (Northern Ireland) Order 1990
| Jurisdiction | UK Non-devolved |
1990 No. 593 (N.I. 5)
NORTHERN IRELAND
The Companies (Northern Ireland) Order 1990
Made 14th March 1990
Laid before Parliament 3rd April 1990
Coming into operation on days to be appointed under Article 1(1)
At the Court at Buckingham Palace, the 14th day of March 1990
Present,
The Queen’s Most Excellent Majesty in Council
Whereas this Order is only made for purposes corresponding to the purposes of provisions of the Companies Act 19891to which section 214 of that Act applies:
Now, therefore, Her Majesty, in exercise of the powers conferred by paragraph 1 of Schedule 1 to the Northern Ireland Act 19742(as modified by section 214 of the said Act of 1989) 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:—
PART I
INTRODUCTORY
Title and commencement
1.—(1) This Order may be cited as the Companies (Northern Ireland) Order 1990 and shall come into operation on such day or days as the Head of the Department may by order appoint.
(2) An order under paragraph (1) may—
(a)
(a) contain such transitional provisions and savings as appear to the Head of the Department to be necessary or expedient;
(b)
(b) amend any statutory provision which refers to the coming into operation of a provision brought into operation by the order so as to substitute a reference to the actual date on which it comes into operation.
Interpretation
2.—(1) Subject to Articles 44(1) and 51(4) and (5), the Interpretation Act (Northern Ireland) 19543shall 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 Department” means the Department of Economic Development;
“the 1986 Order” means the Companies (Northern Ireland) Order 19864;
“statutory provision” has the meaning assigned to it by section 1(f) of the Interpretation Act (Northern Ireland) 1954.
PART II
COMPANY ACCOUNTS
Introduction
Introduction
3. The provisions of this Part amend Part VIII of the Companies (Northern Ireland) Order 1986 (accounts and audit) by—
(a) inserting new provisions in place of Articles 229 to 270 of that Order, and
(b) amending or replacing Schedules 4 to 10 to that Order and inserting new Schedules.
Provisions applying to companies generally
Accounting records
4. The following Articles are inserted in Part VIII of the 1986 Order at the beginning of Chapter I (provisions applying to companies generally)—
“Accounting records(229) Duty to keep accounting records(1) Every company shall keep accounting records which are sufficient to show and explain the company’s transactions and are such as to—(a) disclose with reasonable accuracy, at any time, the financial position of the company at that time, and(b) enable the directors to ensure that any balance sheet and profit and loss account prepared under this Part complies with the requirements of this Order.(2) The accounting records shall in particular contain—(a) entries from day to day of all sums of money received and expended by the company, and the matters in respect of which the receipt and expenditure takes place, and(b) a record of the assets and liabilities of the company.(3) If the company’s business involves dealing in goods, the accounting records shall contain—(a) statements of stock held by the company at the end of each financial year of the company,(b) all statements of stocktakings from which any such statement of stock as is mentioned in sub-paragraph (a) has been or is to be prepared, and(c) except in the case of goods sold by way of ordinary retail trade, statements of all goods sold and purchased, showing the goods and the buyers and sellers in sufficient detail to enable all these to be identified.(4) A parent company which has a subsidiary undertaking in relation to which the above requirements do not apply shall take reasonable steps to secure that the undertaking keeps such accounting records as to enable the directors of the parent company to ensure that any balance sheet and profit and loss account prepared under this Part complies with the requirements of this Order.(5) If a company fails to comply with any provision of this Article, every officer of the company who is in default is guilty of an offence unless he shows that he acted honestly and that in the circumstances in which the company’s business was carried on the default was excusable.(6) A person guilty of an offence under this Article is liable to imprisonment or a fine, or both.(230) Where and for how long records to be kept(1) A company’s accounting records shall be kept at its registered office or such other place as the directors think fit, and shall at all times be open to inspection by the company’s officers.(2) If accounting records are kept at a place outside Northern Ireland, accounts and returns with respect to the business dealt with in the accounting records so kept shall be sent to, and kept at, a place in Northern Ireland, and shall at all times be open to such inspection.(3) The accounts and returns to be sent to Northern Ireland shall be such as to—(a) disclose with reasonable accuracy the financial position of the business in question at intervals of not more than 6 months; and(b) enable the directors to ensure that the company’s balance sheet and profit and loss account comply with the requirements of this Order.(4) If a company fails to comply with any provision of paragraphs (1) to (3), every officer of the company who is in default is guilty of an offence, and liable to imprisonment or a fine or both, unless he shows that he acted honestly and that in the cirsumstances in which the company’s business was carried on the default was excusable.(5) Accounting records which a company is required by Article 229 to keep shall be preserved by it—(a) in the case of a private company, for 3 years from the date on which they are made, and(b) in the case of a public company, for 6 years from the date on which they are made.This is subject to any provision contained in rules made under Article 359 of the Insolvency (Northern Ireland) Order 19895 (insolvency rules).(6) An officer of a company is guilty of an offence, and liable to imprisonment or a fine or both, if he fails to take all reasonable steps for securing compliance by the company with paragraph (5) or intentionally causes any default by the company under that paragraph.(7) Until the coming into operation of Article 359 of the Insolvency (Northern Ireland) Order 1989, paragraph (5) shall have effect with the substitution of “Article 613 (winding-up rules)” for “Article 359 of the Insolvency (Northern Ireland) Order 1989 (insolvency rules).””.
A company’s financial year and accounting reference periods
5. The following Articles are inserted in Part VIII of the 1986 Order—
“A company’s financial year and accounting reference periods(231) A company’s financial year(1) A company’s “financial year” is determined as follows.(2) Its first financial year begins with the first day of its first accounting reference period and ends with the last day of that period or such other date, not more than 7 days before or after the end of that period, as the directors may determine.(3) Subsequent financial years begin with the day immediately following the end of the company’s previous financial year and end with the last day of its next accounting reference period or such other date, not more than 7 days before or after the end of that period, as the directors may determine.(4) In relation to an undertaking which is not a company, references in this Order to its financial year are to any period in respect of which a profit and loss account of the undertaking is required to be made up (by its constitution or by the law under which it is established), whether that period is a year or not.(5) The directors of a parent company shall secure that, except where in their opinion there are good reasons against it, the financial year of each of its subsidiary undertakings coincides with the company’s own financial year.(232) Accounting reference periods and accounting reference date(1) A company’s accounting reference periods are determined according to its accounting reference date.(2) A company may, at any time before the end of the period of 9 months beginning with the date of its incorporation, by notice in the prescribed form given to the registrar specify its accounting reference date, that is, the date on which its accounting reference period ends in each calendar year.(3) Failing such notice, a company’s accounting reference date is—(a) in the case of a company incorporated before the coming into operation of Article 5 of the Companies (Northern Ireland) Order 1990, 31st March;(b) in the case of a company incorporated after the coming into operation of that Article, the last day of the month in which the anniversary of its incorporation falls.(4) A company’s first accounting reference period is the period of more than 6 months, but not more than 18 months, beginning with the date of its incorporation and ending with its accounting reference date.(5) Its subsequent accounting reference periods are successive periods of 12 months beginning immediately after the end of the previous accounting reference period and ending with its accounting reference date.(6) This Article has effect subject to the provisions of Article 233 relating to the alteration of accounting reference dates and the consequences of such alteration.(233) Alteration of accounting reference date(1) A company may by notice in the prescribed form given to the registrar specify a new accounting reference date having effect in relation...
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