Part XXIII Companies and Credit and Financial Institutions (Branch Disclosure) Regulations (Northern Ireland) 1993

Made: 19th April 1993

Coming into operation: 8th June 1993

The Department of Economic Development being a Department designated[^f00001] for the purposes of section 2(2) of the European Communities Act 1972[^f00002] in relation to measures— relating to the publication of documents, particulars and other items relating to a branch opened by a company governed by the law of another Member State of the European Economic Community or of a State which is not such a Member State, and relating to credit and financial institutions in exercise of the powers conferred on it by that section and of every power enabling it in that behalf, hereby makes the following Regulations:

relating to the publication of documents, particulars and other items relating to a branch opened by a company governed by the law of another Member State of the European Economic Community or of a State which is not such a Member State, and

relating to credit and financial institutions

Citation, commencement and interpretation

1

• (1) These Regulations may be cited as the Part XXIII Companies and Credit and Financial Institutions (Branch Disclosure) Regulations (Northern Ireland) 1993 and shall come into operation on 8th June 1993.

• (2) In these Regulations, “the 1986 Order” means the Companies (Northern Ireland) Order 1986[^f00003] .

• (3) The Interpretation Act (Northern Ireland 1954[^f00004] shall apply to these Regulations as it applies to a Measure of the Northern Ireland Assembly.

Implementation of the Bank Branches Directive

2

• (1) Before Article 649[^f00005] of the 1986 Order there shall be inserted—

(648A) (1) This Article applies to any credit or financial institution— (a) which is incorporated or otherwise formed outside the United Kingdom and Gibraltar. (b) whose head office is outside the United Kingdom and Gibraltar, and (c) which has a branch in Northern Ireland. (2) Schedule 20C (delivery of accounts and reports) shall have effect in relation to any institution to which this Article applies. (3) In this Article— - “branch,” in relation to a credit or financial institution, means a place of business which forms a legally dependent part of the institution and which conducts directly all or some of the operations inherent in its business; - “credit institution” means a credit institution as defined in Article 1 of the First Council Directive on the coordination of laws, regulations and administrative provisions relating to the taking up and pursuit of the business of credit institutions (77/780/EEC), that is to say an undertaking whose business is to receive deposits or other repayable funds from the public and to grant credits for its own account; - “financial institution” means a financial institution within the meaning of Article 1 of the Council Directive on the obligations of branches established in a Member State of credit and financial institutions having their head offices outside that Member State regarding the publication of annual accounting documents (the Bank Branches Directive, 89/117/EEC); and - “undertaking” has the same meaning is in Part VIII. (648B) Articles 649 to 652 shall not apply to any institution to which Article 648A applies.

• (2) The Schedule set out in Schedule 1 shall be inserted after Schedule 20B[^f00006] to the 1986 Order.

Implementation of the Eleventh Company Law Directive

3

• (1) Part XXIII of the 1986 Order (companies incorporated outside Northern Ireland carrying on business in Northern Ireland) shall have effect subject to the amendments set out in Schedule 2. After Article 654 of that Order there shall be inserted—

(654A) (1) For each company to which Article 640A[^f00007] applies the registrar shall keep, in such form as he thinks fit, a register of the branches registered by the company under paragraph 1 of Schedule 20A. (2) The registrar shall allocate to every branch registered by him under this Article a number, which shall be known as the branch’s registered number. (3) Branches' registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine. (4) The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary. (5) A change of a branch’s registered number has effect from the date on which the company is notified by the registrar of the change; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of Article 643(3)[^f00008] as to the use of the branch’s registered number on business letters and order forms is satisfied by the use of either the old number or the new. (6) Where a Part XXIII company to which Article 640A applies files particulars, in any circumstances permitted by this Order, by: (a) adopting particulars already filed in respect of another branch; or (b) including in one document particulars which are to relate to two or more branches, the registrar shall ensure that the particulars concerned become part of the registered particulars of each branch concerned.

Consequential amendments

4

Schedule 3 (consequential amendments) shall have effect.

Transitional provisions

5

Schedule 4 (transitional provisions) shall have effect. Sealed with the Official Seal of the Department of Economic Development on

SCHEDULE 1 — Delivery of Reports and Accounts: Credit and Financial Institutions to which the Bank Branches Directive (89/117/EEC) applies

SCHEDULE 20C (1) (1) This Part applies to any institution to which Article 648A applies which is required by its parent law to prepare and have audited accounts for its financial periods and whose only or principal branch within the United Kingdom is in Northern Ireland. (2) In this Part, “branch” has the meaning given by Article 648A. (2) (1) An institution to which this Part applies shall, within one month of becoming such an institution, deliver to the registrar for registration— (a) copies of the latest accounting documents of the institution prepared in accordance with its parent law to have been disclosed before the end of the period allowed for compliance with this paragraph or, if earlier, the date of compliance with it, and (b) if any of the documents mentioned in head (a) is not written in the English language, a translation of it into English certified in the prescribed manner to be a correct translation. (2) Where an institution to which this Part applies had, immediately prior to becoming such an institution, a branch in Great Britain which was its only or principal branch within the United Kingdom it may, instead of delivering the documents mentioned in sub-paragraph (1)(a), deliver a notice that it has become an institution to which this Part applies, provided that those documents have been delivered pursuant to the Companies Act 1985[^f00009] — (a) to the registrar for England and Wales if the institution’s only or principal branch within the United Kingdom was in England and Wales; or (b) to the registrar for Scotland if the institution’s only or principal branch within the United Kingdom was in Scotland. (3) (1) An institution to which this Part applies shall deliver to the registrar for registration— (a) copies of all the accounting documents of the institution prepared in accordance with its parent law which are disclosed on or after the end of the period allowed for compliance with paragraph 2(1) or, if earlier, the date on which it complies with that paragraph, and (b) if any of the documents mentioned in head (a) is not written in the English language, a translation of it into English, certified in the prescribed manner to be a correct translation. (2) The period allowed for delivery, in relation to a document required to be delivered under this paragraph, is 3 months from the date on which the document is first disclosed. (4) Where an institution’s parent law permits it to discharge an obligation with respect to the disclosure of accounting documents by disclosing documents in a modified form, it may discharge its obligation under paragraph 2 or 3 by delivering copies of documents modified as permitted by that law. (5) (1) Neither paragraph 2 nor paragraph 3 shall require an institution to deliver documents to the registrar if at the end of the period allowed for compliance with that paragraph— (a) it is not required by its parent law to register them, (b) they are made available for inspection at each branch of the institution in Northern Ireland, and (c) copies of them are available on request at a cost not exceeding the cost of supplying them. (2) Where by virtue of sub-paragraph (1) an institution is not required to deliver documents under paragraph 2 or 3 and any of the conditions specified in that sub-paragraph ceases to be met, the institution shall deliver the documents to the registrar for registration within 7 days of the condition ceasing to be met. (6) (1) If an institution fails to comply with paragraph 2, 3 or 5(2) before the end of the period allowed for compliance, the institution and every person who immediately before the end of that period was a director of the institution, or in the case of an institution which does not have directors, a person occupying an equivalent office, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. (2) It is a defence for a person charged with an offence under this paragraph to prove that he took all reasonable steps for securing compliance with paragraph 2, 3 or 5(2), as the case may be. (7) and references to disclosure are to public disclosure, except where an institution is not required under its parent law, any statutory provision (within the meaning of section 1(f) of the Interpretation Act (Northern Ireland) 1954) having effect for Northern Ireland or its constitution to disclose publicly its accounts, in which case such references are to the disclosure of the accounts to the persons for whose information they have been prepared. (1) In this Part— - “financial period”, in relation to an institution means a period for which the institution is required or permitted by its parent law to prepare accounts; - “parent law”, in relation to an institution, means the law of the country in which the institution has its head office; (2) For the purposes of this Part, the following are accounting documents in relation to a financial period of an institution— (a) the accounts of the institution of the period, including, if it has one or more subsidiaries, any consolidated accounts of the group, (b) any annual report of the directors (or, in the case of an institution which does not have directors, the persons occupying equivalent offices) for the period, (c) the report of the auditors on the accounts mentioned in head (a), and (d) any report of the auditors on the report mentioned in head (b). (8) (1) This part applies to any institution to which Article 648A applies which— (a) is incorporated, and (b) is not required by the law of the country in which it has its head office to prepare and have audited accounts. (2) In this Part, “branch” has the meaning given by Article 648A. (9) An institution to which this Part applies shall in respect of each financial year of the institution prepare the like accounts and directors' report, and cause to be prepared such an auditors' report, as would be required if the institution were a company to which Article 649 applied. (10) Articles 231 to 233 (financial year and accounting reference periods)[^f00010] apply to an institution to which this Part applies subject to the following modifications— (a) for the references to the incorporation of the company there shall be substituted references to the institution becoming an institution to which this Part applies; and (b) Article 233(4) shall be omitted. (11) (1) An institution to which this Part applies shall in respect of each financial year of the institution deliver to the registrar copies of the accounts and reports prepared in accordance with paragraph 9. (2) If any document comprised in those accounts or reports is in a language other than English, the institution shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation. (12) (1) The period allowed for delivering accounts and reports under paragraph 11 is 13 months after the end of the relevant accounting reference period, subject to the following provisions of this paragraph. (2) If the relevant accounting reference period is the institution’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the institution becoming an institution to which this Part applies. (3) If the relevant accounting reference period is treated as shortened by virtue of a notice given by the institution under Article 233, the period allowed is that applicable in accordance with the above provisions or three months from the date of the notice under that Article, whichever last expires. (4) If for any special reason the Department thinks fit it may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an institution to which this Part applies extend that period by such further period as may be specified in the notice. (5) In this paragraph “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined. (13) (1) If the requirements of paragraph 11 are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Order, the institution and every person who immediately before the end of that period was a director of the institution, or, in the case of an institution which does not have directors, a person occupying an equivalent office, is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine. (2) It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with. (3) It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Schedule.

SCHEDULE 2 — Amendments of Part XXIII of the 1986 Order

Part I

Preliminary

1

Chapter I of Part XXIII shall be amended as mentioned in paragraphs 2 to 13.

Registration

2

Before Article 641 there shall be inserted—

(640A) (1) This Article applies to any limited company which— (a) is incorporated outside the United Kingdom and Gibraltar, and (b) has a branch in Northern Ireland. (2) Schedule 20A (branch registration under the Eleventh Company Law Directive (89/666/EEC) shall have effect in relation to any company to which this Article applies. (640B) Articles 641 and 642 shall not apply to any limited company which— (a) is incorporated outside the United Kingdom and Gibraltar, and (b) has a branch in the United Kingdom.

3

After Schedule 20 there shall be inserted—