Limited Liability Partnerships Regulations (Northern Ireland) 2004

Made: 22nd July 2004

To be laid before Parliament under paragraph 7(3) of the Schedule to the Northern Ireland Act 2000

Coming into operation: 13th September 2004

The Department of Enterprise, Trade and Investment, in exercise of the powers conferred on it by sections 10, 11, 12 and 13 of the Limited Liability Partnerships Act (Northern Ireland) 2002[^f00001] and of every other power enabling it in that behalf, hereby makes the following Regulations:

PART I — CITATION, COMMENCEMENT AND INTERPRETATION

Citation and commencement

1

These Regulations may be cited as the Limited Liability Partnerships Regulations (Northern Ireland) 2004 and shall come into operation on 13th September 2004.

Interpretation

2

In these Regulations –

• “the 1986 Order” means the Companies (Northern Ireland) Order 1986[^f00002];

• “the 1986 Order” means the Insolvency (Northern Ireland) Order 1989[^f00003];

• “the 2000 Act” means the Financial Services and Markets Act 2000[^f00004];

• “limited liability partnership agreement”, in relation to a limited liability partnership, means any agreement express or implied between the members of the limited liability partnership or between the limited liability partnership and the members of the limited liability partnership which determines the mutual rights and duties of the members, and their rights and duties in relation to the limited liability partnership;

• “the principal Act” means the Limited Liability Partnerships Act (Northern Ireland) 2002; and

• “shadow member”, in relation to limited liability partnerships, means a person in accordance with whose directions or instructions the members of the limited liability partnership are accustomed to act (but so that a person is not deemed a shadow member by reason only that the members of the limited liability partnership act on advice given by him in a professional capacity).

PART II — ACCOUNTS AND AUDIT

Application of the accounts and audit provisions of the 1986 Order to limited liability partnerships

3

• (1) Subject to paragraph (2), the provisions of Part VIII of the 1986 Order (Accounts and Audit)[^f00005] shall apply to limited liability partnerships.

• (2) The statutory provisions referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications –

• (a) references to a company shall include references to a limited liability partnership;

• (b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;

• (c) references to other provisions of the 1986 Order and to provisions of the 1986 Order shall include references to those provisions as they apply to limited liability partnerships in accordance with Parts III and IV;

• (d) the modifications set out in Schedule 1; and

• (e) such further modifications as the context requires for the purpose of giving effect to those provisions as applied by this Part.

PART III — COMPANIES (NORTHERN IRELAND) ORDER 1986 AND COMPANY DIRECTORS DISQUALIFICATION (NORTHERN IRELAND) ORDER 2002

Application of the remainder of the provisions of the 1986 Order and of the Company Directors Disqualification (Northern Ireland) Order 2002 to limited liability partnerships

4

• (1) The provisions of the 1986 Order specified in the first column of Part I of Schedule 2 shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications –

• (a) references to a company shall include references to a limited liability partnership;

• (b) references to the Companies Orders shall include references to the principal Act and regulations made thereunder;

• (c) references to the 1986 Order shall include references to that Order as it applies to limited liability partnerships by virtue of Part IV;

• (d) references in a provision of the 1986 Order to other provisions of that Order shall include references to those other provisions as they apply to limited liability partnerships by virtue of these Regulations;

• (e) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;

• (f) references to a shadow director shall include references to a shadow member;

• (g) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;

• (h) the modifications, if any, specified in the second column of Part I of Schedule 2 opposite the provision specified in the first column; and

• (i) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

• (2) The provisions of the Company Directors Disqualification (Northern Ireland) Order 2002[^f00006] shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications –

• (a) references to a company shall include references to a limited liability partnership;

• (b) references to the Companies Orders shall include references to the principal Act and regulations made thereunder and references to the companies legislation shall include references to the principal Act, regulations made thereunder and to any statutory provision applied by regulations to limited liability partnerships;

• (c) references to the 1986 Order shall include references to that Order as it applies to limited liability partnerships by virtue of Part IV;

• (d) references to the memorandum of association of a company shall include references to the incorporation document of a limited liability partnership;

• (e) references to a shadow director shall include references to a shadow member;

• (f) references to a director of a company or to an officer of a company shall include references to a member of a limited liability partnership;

• (g) the modifications, if any, specified in the second column of Part II of Schedule 2 opposite the provision specified in the first column; and

• (h) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

PART IV — WINDING UP AND INSOLVENCY

Application of the 1986 Order to limited liability partnerships

5

• (1) Subject to paragraph (2), Parts I to V, VII and XI to XIV of the 1986 Order shall apply to limited liability partnerships.

• (2) The provisions of the 1986 Order referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications –

• (a) references to a company shall include references to a limited liability partnership;

• (b) references to a director or to an officer of a company shall include references to a member of a limited liability partnership;

• (c) references to a shadow director shall include references to a shadow member;

• (d) references to the 1986 Order, the Companies (Northern Ireland) Order 1990[^f00007], the Companies (No. 2) (Northern Ireland) Order 1990[^f00008], the Company Directors Disqualification (Northern Ireland) Order 2002 or to any provisions of those Orders or to any provision of the 1986 Order shall include references to those Orders or provisions as they apply to limited liability partnerships by virtue of the principal Act;

• (e) references to the memorandum of association of a company and to the articles of association of a company shall include references to the limited liability partnership agreement of a limited liability partnership;

• (f) the modifications set out in Schedule 3; and

• (g) such further modifications as the context requires for the purpose of giving effect to that legislation as applied by these Regulations.

PART V — FINANCIAL SERVICES AND MARKETS

Application of provisions contained in Parts XV and XXIV of the 2000 Act to limited liability partnerships

6

• (1) Subject to paragraph (2), sections 215(3), (4) and (6), 356, 359(1) to (4), 361 to 365, 367, 370 and 371 of the 2000 Act shall apply to limited liability partnerships.

• (2) The provisions of the 2000 Act referred to in paragraph (1) shall apply to limited liability partnerships, except where the context otherwise requires, with the following modifications –

• (a) references to a company shall include references to a limited liability partnership;

• (b) references to a body shall include references to a limited liability partnership; and

• (c) references to the 1986 Order, the 1986 Order or to any of the provisions of those Orders shall include references to those Orders or provisions as they apply to limited liability partnerships by virtue of the principal Act.

PART VI — DEFAULT PROVISION AND EXPULSION

Default provision for limited liability partnerships

7

The mutual rights and duties of the members and the mutual rights and duties of the limited liability partnership and the members shall be determined, subject to the provisions of the general law and to the terms of any limited liability partnership agreement, by the following rules:

• (1) All the members of a limited liability partnership are entitled to share equally in the capital and profits of the limited liability partnership.

• (2) The limited liability partnership must indemnify each member in respect of payments made and personal liabilities incurred by him –

• (a) in the ordinary and proper conduct of the business of the limited liability partnership; or

• (b) in or about anything necessarily done for the preservation of the business or property of the limited liability partnership.

• (3) Every member may take part in the management of the limited liability partnership.

• (4) No member shall be entitled to remuneration for acting in the business or management of the limited liability partnership.

• (5) No person may be introduced as a member or voluntarily assign an interest in a limited liability partnership without the consent of all existing members.

• (6) Any difference arising as to ordinary matters connected with the business of the limited liability partnership may be decided by a majority of the members, but no change may be made in the nature of the business of the limited liability partnership without the consent of all the members.

• (7) The books and records of the limited liability partnership are to be made available for inspection at the registered office of the limited liability partnership or at such other place as the members think fit and every member of the limited liability partnership may when he thinks fit have access to and inspect and copy any of them.

• (8) Each member shall render true accounts and full information of all things affecting the limited liability partnership to any member or his legal representatives.

• (9) If a member, without the consent of the limited liability partnership, carries on any business of the same nature as and competing with the limited liability partnership, he must account for and pay over to the limited liability partnership all profits made by him in that business.

• (10) Every member must account to the limited liability partnership for any benefit derived by him without the consent of the limited liability partnership from any transaction concerning the limited liability partnership, or from any use by him of the property of the limited liability partnership, name or business connection.

Expulsion

8

No majority of the members can expel any member unless a power to do so has been conferred by express agreement between the members.

PART VII — MISCELLANEOUS

General and consequential amendments

9

The statutory provisions mentioned in Schedule 4 shall have effect subject to the amendments specified in that Schedule.

Application of subordinate legislation

10

• (1) The subordinate legislation specified in Schedule 5 shall apply to limited liability partnerships and –

• (a) in the case of the subordinate legislation listed in Part I of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the 1986 Order which are applied by these Regulations;

• (b) in the case of the subordinate legislation listed in Part II of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the 1986 Order which are applied by these Regulations; and

• (c) in the case of the subordinate legislation listed in Part III of that Schedule with such modifications as the context requires for the purpose of giving effect to the provisions of the Business Names (Northern Ireland) Order 1986[^f00009] and the Company Directors Disqualification (Northern Ireland) Order 2002 which are applied by these Regulations.

• (2) In the case of any conflict between any provision of the subordinate legislation applied by paragraph (1) and any provision of these Regulations, the latter shall prevail.

SCHEDULE 1 — MODIFICATIONS TO PROVISIONS OF PART VIII OF THE 1986 ORDER APPLIED BY THESE REGULATIONS

SCHEDULE 2

PART I — modifications to provisions of the 1986 order applied to limited liability partnerships

PART II — modifications to the company directors disqualification (northern ireland) order 2002

SCHEDULE 3 — MODIFICATIONS TO THE 1989 ORDER

SCHEDULE 4 — GENERAL AND CONSEQUENTIAL AMENDMENTS IN OTHER LEGISLATION

The Bills of Sale (Ireland) Act (1879) Amendment Act 1883 c. 7

1

In section 17, after “incorporated company” insert “or by any limited liability partnership” and after “such company” insert “or a limited liability partnership”.

The Third Parties (Rights Against Insurers) Act (Northern Ireland) 1930 c. 19 (N.I.)

2

After section 3, insert –

(3A) (1) This Act applies to limited liability partnerships as it applies to companies. (2) In its application to limited liability partnerships, references to a resolution for a voluntary winding-up being passed are references to a determination for a voluntary winding-up being made.

The Criminal Justice (Miscellaneous Provisions) Act (Northern Ireland) 1968 c. 28 (N.I.)

3

In section 1(8)(d), insert at the end –

; and in this paragraph references to the secretary, in relation to a limited liability partnership, are to any designated member of the limited liability partnership.

Solicitors (Northern Ireland) Order 1976 (N.I. 12)

4

In Article 3(2), after the definition of “notice”, insert –

• “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership;

5

In Article 26A(9) insert at the end –

and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership

6

In paragraph 1(3) of Schedule 1A, insert at the end –

and references in this Schedule to a director, in relation to a limited liability partnership, are references to a member of the limited liability partnership

Sex Discrimination (Northern Ireland) Order 1976 (N.I. 15)

7

In Article 14, insert at the end –

(6) This Article applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.

The Betting and Gaming Duties Act 1981 c. 63

8

After section 32, insert –

(32A) (1) This Act applies to limited liability partnerships as it applies to companies. (2) In its application to a limited liability partnership, references to a director of a company are references to a member of the limited liability partnership.

Companies (Northern Ireland) Order 1986 (N.I. 6)

9

In Article 36[^f00189], in paragraph (1), after sub-paragraph (bb) insert –

(bbb) which includes, at any place in the name, the expression “limited liability partnership”;

Business Names (Northern Ireland) Order 1986 (N.I. 7)

10

In Article 3, in paragraph (1), insert at the end –

(d) in the case of a limited liability partnership, does not consist of its corporate name without any addition other than one so permitted.

11

• (1) Article 6 is amended as follows.

• (2) In paragraph (1)(a), for “subject to paragraph (3)” substitute “subject to paragraphs (3) and (3A)”, omit the word “and” at the end of head (iii) and after that head insert –

(iiia) in the case of a limited liability partnership, its corporate name and the name of each member, and

• (3) In paragraph (2), for “paragraph (3)” substitute “paragraph (3) or (3A)”.

• (4) After paragraph (3) insert –

(3A) Paragraph (1)(a) does not apply in relation to any document issued by a limited liability partnership with more than 20 members which maintains at its principal place of business a list of the names of all the members if – (a) none of the names of the members appears in the document otherwise than in the text or as a signatory; and (b) the document states in legible characters the address of the principal place of business of the limited liability partnership and that the list of the members' names is open to inspection at that place.

• (5) After paragraph (4) insert –

(4A) Where a limited liability partnership maintains a list of the members' names for the purposes of paragraph (3A), any person may inspect the list during office hours.

• (6) In paragraph (7), after “paragraph (4)” insert “or (4A)” and after “any partner of the partnership concerned” insert “, or any member of the limited liability partnership concerned,”.

Insolvency (Northern Ireland) Order 1989 (N.I. 19)

12

• (1) Article 96 is amended as follows.

• (2) In paragraph (1), after “sold” insert “(a)” and at the end insert –

, or (b) to a limited liability partnership (the transferee limited liability partnership).

• (3) In paragraph (2), for the words “sale,” onwards substitute

sale – (a) in the case of the transferee company, shares, policies or other like interests in the transferee company for distribution among the members of the transferor company, or (b) in the case of the transferee limited liability partnership, membership in the transferee limited liability partnership for distribution among the members of the transferor company.

• (4) In paragraph (4), for the words “company may,” onwards substitute

company may – (a) in the case of the transferee company, in lieu of receiving cash, shares, policies or other like interests (or in addition thereto) participate in the profits of, or receive any other benefit from, the transferee company, or (b) in the case of the transferee limited liability partnership, in lieu of receiving cash or membership (or in addition thereto), participate in some other way in the profits of, or receive any other benefit from, the transferee limited liability partnership.

Employment Rights (Northern Ireland) Order 1996 (N.I. 16)

13

• (1) Article 201 is amended as follows.

• (2) In paragraph (5), omit the word “and” at the end of sub-paragraph (a), and insert at the end of sub-paragraph (b) –

, and (b) where the employer is a limited liability partnership, if (but only if) paragraph (8) is satisfied.

• (3) After paragraph (7) insert –

(8) This paragraph is satisfied in the case of an employer which is a limited liability partnership – (a) if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership, (b) if a receiver or a manager of the undertaking of the limited liability partnership has been duly appointed, or possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or (c) if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part II of the Insolvency (Northern Ireland) Order 1989 has been approved under that Part.

14

• (1) Article 228 is amended as follows.

• (2) In paragraph (1), omit the word “and” at the end of sub-paragraph (a), and insert at the end of sub-paragraph (b) –

“, and

• (c) where the employer is a limited liability partnership, if (but only if) paragraph (4) is satisfied.

• (3) After paragraph (3) insert –

(4) This paragraph is satisfied in the case of an employer which is a limited liability partnership – (a) if a winding-up order, an administration order or a determination for a voluntary winding-up has been made with respect to the limited liability partnership, (b) if a receiver or a manager of the undertaking of the limited liability partnership has been duly appointed, or possession has been taken, by or on behalf of the holders of any debentures secured by a floating charge, of any property of the limited liability partnership comprised in or subject to the charge, or (c) if a voluntary arrangement proposed in the case of the limited liability partnership for the purposes of Part II of the Insolvency (Northern Ireland) Order 1989 has been approved under that Part.

Race Relations (Northern Ireland) Order 1997 (N.I. 6)

15

In Article 12, insert at the end –

(6) This Article applies to a limited liability partnership as it applies to a firm; and, in its application to a limited liability partnership, references to a partner in a firm are references to a member of the limited liability partnership.

The Contracts (Rights of Third Parties) Act 1999 c. 31

16

In section 6, after subsection (2) insert –

(2A) Section 1 confers no rights on a third party in the case of any incorporation document of a limited liability partnership or any limited liability partnership agreement as defined in the Limited Liability Partnerships Regulations (Northern Ireland) 2004.

The Financial Services and Markets Act 2000 c. 8

17

In each of sections 177(2), 221(2) and 232(2) insert at the end –

; and “officer”, in relation to a limited liability partnership, means a member of the limited liability partnership.

Culpable officer provisions

18

• (1) A culpable officer provision applies in the case of a limited liability partnership as if the reference in the provision to a director (or a person purporting to act as a director) were a reference to a member (or a person purporting to act as a member) of the limited liability partnership.

• (2) A culpable officer provision is a provision in any statutory provision to the effect that where –

• (a) a body corporate is guilty of a particular offence, and

• (b) the offence is proved to have been committed with the consent or connivance of, or to be attributable to the neglect on the part of, (among others) a director of the body corporate,

he (as well as the body corporate) is guilty of the offence.

SCHEDULE 5 — APPLICATION OF SUBORDINATE LEGISLATION

PART I

1

The Companies (Revision of Defective Accounts and Report) Regulations (Northern Ireland) 1991[^f00190].

2

The Companies (Defective Accounts) (Authorised Person) Order (Northern Ireland) 1991[^f00191].

3

The Accounting Standards (Prescribed Body) Regulations (Northern Ireland) 1990[^f00192].

4

The Companies (Inspection and Copying of Registers, Indices and Documents) Regulations (Northern Ireland) 1993[^f00193].

5

The Companies (Registers and other Records) Regulations (Northern Ireland)1986[^f00194].

6

Companies (1986 Order) (Disclosure of Remuneration for Non-Audit Work) Regulations (Northern Ireland) 1993[^f00195].

PART II

1

The Insolvency Practitioners Regulations (Northern Ireland) 1991[^f00196].

2

The Insolvency Practitioners (Recognised Professional Bodies) Order (Northern Ireland) 1991[^f00197].

3

The Insolvency Rules (Northern Ireland) 1991[^f00198].

4

The Insolvency (Fees) Order (Northern Ireland) 1991[^f00199].

5

The Insolvency (Deposits) Order (Northern Ireland) 1991[^f00200].

6

The Co-operation of Insolvency Courts (Designation of Relevant Countries and Territories) Order 1986[^f00201].

7

The Co-operation of Insolvency Courts (Designation of Relevant Countries) Order 1996[^f00202].

8

The Co-operation of Insolvency Courts (Designation of Relevant Country) Order 1998[^f00203].

9

The Insolvency (Monetary Limits) Order (Northern Ireland) 1991[^f00204].

10

The Insolvency Regulations (Northern Ireland) 1996[^f00205].

PART III

1

The Company and Business Names Regulations (Northern Ireland) 1984[^f00206].

2

The Companies (Disqualification Orders) Regulations (Northern Ireland) 2003[^f00207].

3

The Insolvent Companies (Disqualification of Unfit Directors) Proceedings Rules (Northern Ireland) 2003[^f00208].

4

The Uncertificated Securities Regulations 2001[^f00209].

5

The Insolvent Companies (Reports on Conduct of Directors) Rules (Northern Ireland) 2003[^f00210].

Signed

Sealed with the Official Seal of the Department of Enterprise, Trade and Investment on 22nd July 2004.

James McKeown — A senior officer of the — Department of Enterprise, Trade and Investment

Explanatory note

(This note is not part of the Regulations)

The Limited Liability Partnerships Act (Northern Ireland) 2002 provided for the creation of Limited Liability Partnerships (LLPs) and for the making of regulations concerning them. These Regulations regulate LLPs by applying to them, with appropriate modifications, the appropriate provisions of the existing law which relate to companies and partnerships.

The Regulations are structured in seven Parts accompanied by five Schedules. They apply to LLPs, with appropriate modifications to reflect the structure of LLPs, a large number of the provisions contained within the Companies (Northern Ireland) Order 1986, the Insolvency (Northern Ireland) Order 1989 and the Company Directors Disqualification (Northern Ireland) Order 2002.

The Regulations amend the relevant primary legislation by way of general modifications which provide that references to a company include references to a limited liability partnership, and references to a director or officer include a reference to a member of an LLP. Throughout the Schedules there are references to designated members. This category of member is responsible for a number of administrative filing duties of the LLP but is also representative of the LLP and its membership in circumstances such as the appointment, removal and remuneration of auditors.

Part I of the Regulations contains the citation, commencement and interpretation provisions to be applied to the Regulations, and gives the date on which they come into operation.

Part II of, and Schedule 1 to, the Regulations apply the provisions of Part VIII of the Companies (Northern Ireland) Order 1986 (accounts and audit) and its attendant Schedules to LLPs with appropriate modifications. Schedule 1 lists only those Articles contained in Part VIII of the Companies (Northern Ireland) Order 1986, (including the Schedules relating to those Articles), which have been modified in their application to LLPs or not applied to LLPs. Therefore, if Schedule 1 does not refer to a particular Article, which is contained in Part VIII of the Companies (Northern Ireland) Order 1986, or paragraph of a relevant Schedule, then that Article or paragraph will apply to LLPs, subject only to the general modifications set out in regulation 3. The accounts and audit provisions, as applied by Part II of, and Schedule 1 to, the Regulations, impose accounting requirements on LLPs which are similar to those for companies. They require that LLPs file annual accounts with the registrar of companies, and place audit requirements on LLPs similar to those imposed on companies. They also define the form and content of the accounts, and allow derogations for small and medium sized LLPs.

Part III of, and Schedule 2 to, the Regulations apply to LLPs the remainder of the provisions of the Companies (Northern Ireland) Order 1986 with appropriate modifications. Schedule 2 lists all those Articles which apply to LLPs. If Schedule 2 does not refer to a particular Article of the Companies (Northern Ireland) Order 1986 then that Article will not apply to LLPs. Part III of, and Schedule 2 to, the Regulations regulate an LLP by applying provisions, many of which are the same as or similar to those imposed on companies, but which reflect the different nature and structure of LLPs. They include provision for:

• the execution of documents including bills of exchange and promissory notes and the execution of deeds abroad;

• the registration of debenture holders including a right for the holders of debentures issued by an LLP to inspect the register, the liability of trustees of debentures and perpetual debentures;

• the officers and registered office including a requirement to register changes in the registered office of an LLP with the registrar of companies;

• company identification – the name of an LLP is to appear outside its place of business and on correspondence, in addition an LLP may have a common seal;

• annual return – this part of the Regulations provides that it is the duty of an LLP to deliver an annual return to the registrar of companies and sets out requirements as to the content of the annual return;

• auditors – an LLP is, in general, required to appoint auditors; provision is made for the appointment of auditors by the Department of Enterprise, Trade and Investment where an LLP is in default; the auditors have various rights including the right to have access to an LLP’s books, accounts and information as necessary, the right to attend meetings of the LLP, and certain rights in the event of being removed or not being re-appointed; provision is also made for the resignation of auditors and the making of a statement by a person ceasing to hold office as auditor;

• registration of charges – Articles 402 to 416 of the Companies (Northern Ireland) Order 1986 will apply to LLPs, with modifications, until Article 28 of the Companies (No. 2) (Northern Ireland) Order 1990 is commenced or some other amendment is made;

• arrangements and reconstructions – an LLP will have the power to compromise with its creditors and members; the Articles set out detailed provisions concerning the circulation of information on any compromise together with provisions for facilitating an LLP’s reconstruction or amalgamation;

• investigation of LLPs and their affairs – an investigation of an LLP may be made following its own application or that of its members; the Articles set out detailed provisions concerning investigations, the production of documents and evidence, contempt of court, inspectors' reports and the use of inspectors' reports as evidence;

• fraudulent trading is punished in the case of an LLP in the same way as a company;

• unfair prejudice – Schedule 2 applies the Companies (Northern Ireland) Order 1986 so that, in general, there is a remedy for the members of an LLP should they suffer unfair prejudice; the members of a limited liability partnership may, however, by unanimous agreement exclude the right contained in Article 452(1) for such period as may be agreed;

• matters arising subsequent to winding up – the provisions deal with various matters including the power of the court to declare the dissolution of a company void, the striking out by the registrar of companies of a defunct company and crown disclaimer of property vesting as bona vacantia;

• registrar of companies – Schedule 2 sets out the registrar’s functions and offices in relation to LLPs;

• miscellaneous and supplementary provisions – the provisions deal with various matters including the form of company registers etc., the use of computers for company records, the service of documents, the powers of a court to grant relief in certain cases, and the punishment of offences.

Part III of the Regulations also applies the provisions of the Company Directors Disqualification (Northern Ireland) Order 2002 to LLPs with appropriate modifications. These provide that members of an LLP will be subject to the same penalties that currently apply to company directors under that Order and may be disqualified from being a member of an LLP or a director of a company under those provisions.

Part IV of, and Schedule 3 to, the Regulations apply to LLPs the provisions of Parts I to V, Part VII and Parts XI to XIV of the Insolvency (Northern Ireland) Order 1989, with appropriate modifications. Schedule 3 lists only those Articles contained in Parts I to V, Part VII and Parts XI to XIV which have been modified or omitted in their application to LLPs. If there is no reference in Schedule 3 to a particular Article contained in Parts I to V, Part VII and Parts XI to XIV of the Insolvency (Northern Ireland) Order 1989 then that Article will apply to LLPs subject to the general modifications contained in regulation 5. The insolvency provisions as applied to LLPs include provisions for voluntary arrangements, administration orders, receivership, winding-up and liquidations. The most notable modifications of the provisions which apply to companies are an additional Article, Article 178A and the re-worded Article 61.

The new Article 178A provides that withdrawals made by members during the two years prior to the commencement of winding-up will be subject to claw back if it is proved that at the time of the withdrawal members knew or had reasonable grounds for believing that the LLP was, or would be made, insolvent. The modified Article 61 provides that in the event that an LLP is wound up, both past and present members of the LLP are liable to contribute to the assets of the LLP to the extent that they have agreed to do so with the other members, in the limited liability partnership agreement.

Part V of the Regulations applies provisions contained in Parts XV and XXIV of the Financial Services and Markets Act 2000 to LLPs. These Parts provide for insolvency arrangements of LLPs which are authorised under the Financial Services and Markets Act 2000. In addition, these Parts give the Financial Services Authority powers to ask the courts to wind up, or initiate other insolvency procedures against, authorised and certain other persons. It also enables the Authority to be heard by the court when such proceedings are commenced by third parties.

Part VI of the Regulations provides for default provisions governing the rights and duties of members, which modify those contained in section 24 of the Partnership Act 1890. They will apply when there is no existing limited liability partnership agreement, or where the agreement does not wholly deal with a particular issue.

Part VII of, and Schedule 4 to, the Regulations contain general and consequential amendments.

Part VII of, and Schedule 5 to, the Regulations apply to LLPs certain pieces of subordinate legislation made under the Companies (Northern Ireland) Order 1986, the Insolvency (Northern Ireland) Order 1989 and other primary legislation.

Footnotes

[^f00001]: 2002 c. 12 (N.I.)

[^f00002]: S.I. 1986/1032 (N.I. 6)

[^f00003]: S.I. 1989/2405 (N.I. 19)

[^f00004]: 2000 c. 8

[^f00005]: Article 229 was inserted into the 1986 Order by Article 4 of the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)) in place of an existing Article of that number; Article 231 was inserted into the 1986 Order by Article 5 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number; Article 234 was inserted into the 1986 Order by Article 6 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number; Articles 235, 237 and 238 were inserted into the 1986 Order by Article 7 of the Companies (Northern Ireland) Order 1990 in place of existing Articles of those numbers. Article 253C was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990; Article 256 was inserted into the 1986 Order by Article 15(3) of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number and amended by S.R. 1997 No. 314 and S.I. 2001/3649; Article 256A was inserted into the 1986 Order by S.R. 1997 No. 436; Article 257 was inserted into the 1986 Order by Article 15(3) of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number and amended by S.R. 1992 No. 503. Article 264 was inserted into the 1986 Order by Article 21 of the Companies (Northern Ireland) Order 1990. The footnotes to Schedule 1 provide details of the amendments made to the provisions which are listed in that Schedule

[^f00006]: S.I. 2002/3150 (N.I. 4)

[^f00007]: S.I. 1990/593 (N.I. 5)

[^f00008]: S.I. 1990/1504 (N.I. 10)

[^f00009]: S.I. 1986/1033 (N.I. 7)

[^f00010]: Article 230 was inserted into the 1986 Order by Article 4 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00011]: Article 232 was inserted into the 1986 Order by Article 5 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1997 No. 314

[^f00012]: Article 233 was inserted into the 1986 Order by Article 5 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1997 No. 314

[^f00013]: Article 236 was inserted into the 1986 Order by Article 7 (3) of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1993 No. 199 and S.R. 1994 No. 428

[^f00014]: Article 239 was inserted into the 1986 Order by Article 8(1) of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1994 No. 133 and S.R. 1997 No. 314

[^f00015]: Article 240 was inserted into the 1986 Order by Article 8(3) of the Companies (Northern Ireland) Order 1990. Part I of Schedule 6 was substituted by Article 8(4) of, and paragraphs 1 to 3 of Schedule 4 to, the Companies (Northern Ireland) Order 1990, and amended by S.R. 1997 No. 545 and S.I. 2001/3649

[^f00016]: Article 241 was inserted into the 1986 Order by Article 9 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00017]: Article 242 was inserted into the 1986 Order by Article 10 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1997 No. 314

[^f00018]: Article 242A was inserted into the 1986 Order by Article 10 of the Companies (Northern Ireland) Order 1990

[^f00019]: Article 243 was inserted into the 1986 Order by Article 11 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00020]: Article 244 was inserted into the 1986 Order by Article 11 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00021]: Article 245 was inserted into the 1986 Order by Article 11 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1997 No. 314

[^f00022]: Article 246 was inserted into the 1986 Order by Article 12 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 2003 No. 3

[^f00023]: Article 247 was inserted into the 1986 Order by Article 12 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 2003 No. 3

[^f00024]: Article 248 was inserted into the 1986 Order by Article 12 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1995 No. 128

[^f00025]: Article 249 was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00026]: Article 250 was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00027]: Article 250A was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990

[^f00028]: Article 250B was inserted into the 1986 Order by S.R. 1992 No. 503

[^f00029]: Article 251 was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00030]: Article 252 was inserted into the 1986 Order by Article 13 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00031]: Article 253 was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1995 No. 128

[^f00032]: Article 253A was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990

[^f00033]: Article 253B was inserted into the 1986 Order by Article 14 of the Companies (Northern Ireland) Order 1990

[^f00034]: Article 254 was inserted into the 1986 Order by Article 15 of the Companies (Northern Ireland) Order 1990, substituted by S.R. 1997 No. 436, and amended by S.R. 1997 No. 545 and S.R. 2001 No. 153

[^f00035]: Article 254A was inserted into the 1986 Order by S.R. 1997 No. 436

[^f00036]: Article 255 was inserted into the 1986 Order by Article 15 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1992 No. 503, S.R. 1997 No. 314 and S.R. 1997 No. 436

[^f00037]: Article 255A was inserted into the 1986 Order by S.R. 1997 No. 436, and amended by S.I. 2001/3649

[^f00038]: Article 255B was inserted into the 1986 Order by S.R. 1997 No. 436, and amended by S.R. 2001 No. 153

[^f00039]: Article 257A was inserted into the 1986 Order by S.R. 1995 No. 128, and amended by S.R. 1997 No. 500 and by S.R. 2001 No. 153

[^f00040]: Article 257AA was inserted into the 1986 Order by S.R. 2001 No. 153, and amended by S.I. 2001/3649

[^f00041]: Article 257B was inserted into the 1986 Order by S.R. 1995 No. 128, and amended by S.R. 1997 No. 314, S.R. 1997 No. 500, S.R. 2001 No. 153, S.I. 2001/1283, S.I. 2001/3649 and S.R. 2004 No. 190

[^f00042]: Article 257C was inserted into the 1986 Order by S.R. 1995 No. 128, and amended by S.R. 1997 No. 436 and S.R. 2001 No. 153

[^f00043]: Article 257D was inserted into the 1986 Order by S.R. 1995 No. 128, and amended by S.R. 1997 No. 500

[^f00044]: Article 257E was inserted into the 1986 Order by S.R. 1995 No. 128, and amended by S.R. 2001 No. 153

[^f00045]: Article 259 was inserted into the 1986 Order by Article 17 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and subsequently amended in a manner not relevant to these Regulations

[^f00046]: Articles 260 and 261 were inserted into the 1986 Order by Article 18 of the Companies (Northern Ireland) Order 1990 in place of existing Articles of those numbers

[^f00047]: Article 262 was inserted into the 1986 Order by Article 19 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and subsequently amended in a manner not relevant to these Regulations

[^f00048]: Article 263 was inserted into the 1986 Order by Article 20 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, substituted by S.R. 1992 No. 258 and amended by S.R. 1994 No. 428

[^f00049]: Article 263A was inserted into the 1986 Order by Article 20 of the Companies (Northern Ireland) Order 1990, substituted by S.R. 1992 No. 258 and amended by S.R. 1993 No. 199, S.R. 1994 No. 428 and S.R. 1997 No. 314

[^f00050]: Article 263B was inserted into the 1986 Order by Article 20 of the Companies (Northern Ireland) Order 1990, substituted by S.R. 1992 No. 258 and amended by S.R. 1993 No. 199

[^f00051]: Article 263D was inserted into the 1986 Order by Article 20 of the Companies (Northern Ireland) Order 1990 and amended by S.I. 2001/3649

[^f00052]: Article 265 was inserted into the 1986 Order by Article 22 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00053]: Article 268 was inserted into the 1986 Order by Article 24 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1992 No. 258, S.R. 1994 No. 428 and S.R. 1997 No. 436

[^f00054]: Article 270 was inserted into the 1986 Order by Article 24 of the Companies (Northern Ireland) Order 1990 in place of an existing Article of that number, and amended by S.R. 1993 No. 199, S.R. 1997 No. 314 and S.I. 2002/765

[^f00055]: Article 270A was inserted into the 1986 Order by Article 24 of the Companies (Northern Ireland) Order 1990, and amended by S.R. 1992 No. 258, S.R. 1994 No. 428, S.R. 1995 No. 128, S.R. 1997 No. 314 and S.R. 1997 No. 436

[^f00056]: Schedule 4 was amended by Article 6(2) of, and Schedule 1 to, the Companies (Northern Ireland) Order 1990

[^f00057]: Paragraph 3 was amended by S.R. 1997 No. 314

[^f00058]: Balance sheet formats 1 and 2 were amended by Article 6(2) of, and paragraphs 1 to 4 of Schedule 1 to, the Companies (Northern Ireland) Order 1990

[^f00059]: Profit and loss account formats 1 and 2 were amended by Article 6(2) of, and paragraphs 1 to 3 of Schedule 1 to, the Companies (Northern Ireland) Order 1990

[^f00060]: Paragraph 12 was amended by Article 25 of, and paragraph 23 of Schedule 10 to, the Companies (Northern Ireland) Order 1990

[^f00061]: Paragraph 34 was amended by Article 6(2) of, and paragraph 6 of Schedule 1 to, the Companies (Northern Ireland) Order 1990 and by S.R. 1997 No. 314

[^f00062]: Paragraph 56 was amended by S.R. 1997 No. 314

[^f00063]: Paragraph 58 was amended by Article 6(2) of, and paragraph 10 of Schedule 1 to, the Companies (Northern Ireland) Order 1990

[^f00064]: Schedule 4A was inserted by Article 7(2) of, and Schedule 2 to, the Companies (Northern Ireland) Order 1990

[^f00065]: Paragraph 1 was amended by S.R. 1997 No. 314 and S.R. 1997 No. 436

[^f00066]: Schedule 5 was substituted by Article 8(2) of, and Schedule 3 to, the Companies (Northern Ireland) Order 1990

[^f00067]: Paragraph 6 was amended by S.R. 1997 No. 314

[^f00068]: Paragraph 9A was inserted by S.R. 1994 No. 133

[^f00069]: Paragraph 28A was inserted by S.R. 1994 No. 133

[^f00070]: Schedule 8 was substituted by S.R. 1997 No. 436

[^f00071]: Schedule 8A was inserted by S.R. 1997 No. 436

[^f00072]: Article 2(3) was amended by section 212(3) of, and Part II of Schedule 17 to, the Financial Services Act 1986 (c. 60), by section 108 of, and Schedule 7 to, the Banking Act 1987 (c. 22), by Articles 381 and 382 of, and paragraph 1 of Schedule 9 and Schedule 10 to, the Insolvency Order (Northern Ireland) 1989, by Articles 25 and 26 of, and paragraph 1 of Schedule 10 and Schedule 15 to, the Companies (Northern Ireland) Order 1990, by Article 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)), by section 79(13) of, and paragraph 18(1) of Schedule 5 to, the Criminal Justice Act 1993 (c. 36) and by S.I. 2001/3649

[^f00073]: Article 2A was inserted into the 1986 Order by Article 381 of, and paragraph 2 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989, and amended by Articles 61(5) and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990, by Article 18 of, and paragraph 4(1) of Schedule 5 to, the Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11)), by Article 26 of, and paragraph 3 of Schedule 3 to, the Company Directors Disqualification (Northern Ireland) Order 2002 and by S.R. 2003 No. 3

[^f00074]: Article 2A was inserted by Article 78 of, and paragraph 1 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00075]: Article 4 was substituted by Article 62(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00076]: Article 4A was inserted into the 1986 Order by Article 62(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00077]: Article 9 was amended by Article 36 of, and paragraph 6 of Schedule 4 to, the Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18)), and by S.R. 1992 No. 405

[^f00078]: Article 10 was substituted by Article 25 of, and paragraph 2 of Schedule 10 to, the Companies (Northern Ireland) Order 1990

[^f00079]: Article 34 was amended by S.R. 1992 No. 405

[^f00080]: Article 46 was substituted by, and Articles 46A and 46B were inserted by, Article 65 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00081]: Article 48 was amended by Article 65(6) of, and paragraph 1 of Schedule 4 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00082]: Article 49 was amended by Article 65(6) of, and paragraph 2 of Schedule 4 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00083]: Article 51 was amended by Article 65(6) of, and paragraph 4 of Schedule 4 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00084]: Article 193 was amended by S.I. 1995/3272

[^f00085]: Article 195 was amended by S.I. 2001/3649

[^f00086]: Article 200 was amended by Articles 77(4) and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00087]: Article 205 was substituted by Article 381 of, and paragraph 11 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00088]: Article 295 was substituted by Article 71 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00089]: Article 296 was amended by Articles 77(6) and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00090]: Article 358 was amended by Article 65(6) of, and paragraph 7 of Schedule 4 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00091]: Article 371 was substituted by Article 74(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00092]: Article 372 was substituted by Article 74(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00093]: Article 392 was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number and amended by S.R. 1995 No. 128

[^f00094]: Article 393 was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00095]: Article 395 was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00096]: Article 396 was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00097]: Article 396A was inserted into the 1986 Order by Articles 53 and 54(1) of the Companies (No. 2) (Northern Ireland) Order 1990, substituted by S.R. 1995 No. 128, and amended by S.R. 2001 No. 153

[^f00098]: Article 397A was inserted into the 1986 Order by Articles 53 and 55(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00099]: Article 398 was inserted into the 1986 Order by Articles 53 and 55(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number and amended by Article 5(6) of, and Schedule 4 to, the Deregulation (Northern Ireland) Order 1997 (S.I. 1997/2984 (N.I. 22)) and S.R. 2003 No. 3

[^f00100]: Article 398A was inserted into the 1986 Order by Articles 53 and 56 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00101]: Article 398B was inserted into the 1986 Order by Articles 53 and 56 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00102]: Article 399 was inserted into the 1986 Order by Articles 53 and 57(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00103]: Article 399A was inserted into the 1986 Order by Articles 53 and 57(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00104]: Article 400 was inserted into the 1986 Order by Articles 53 and 57(1) of the Companies (No. 2) (Northern Ireland) Order 1990 in place of an existing Article of that number

[^f00105]: Article 400A was inserted into the 1986 Order by Articles 53 and 57(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00106]: Article 401A was inserted into the 1986 Order by Articles 53 and 58(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00107]: Article 401B was inserted into the 1986 Order by Articles 53 and 58(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00108]: Article 402 was amended by Article 381 of, and paragraph 15 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00109]: Article 403 was amended by section 303(1) of, and paragraph 35 of Schedule 7 to, the Copyright, Designs and Patents Act 1988 (c. 48) and by section 106(2) of, and Schedule 5 to, the Trade Marks Act 1994 (c. 26)

[^f00110]: Article 411 was amended by S.R. 2003 No. 3

[^f00111]: Article 418 was amended by Article 381 of, and paragraph 16 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00112]: Article 419 was amended by Article 381 of, and paragraph 17 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00113]: Article 425 was amended by Article 3 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00114]: Article 426 was amended by section 212(3) of, and Part II of Schedule 17 to, the Financial Services Act 1986

[^f00115]: Article 427 was amended by Article 4(1) to (5) of the Companies (No. 2) (Northern Ireland) Order 1990, and by section 59 of, and paragraphs 13 and 14 of Schedule 3 to, the Youth Justice and Criminal Evidence Act 1999 (c. 23)

[^f00116]: Article 429 was amended by Article 4(6) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00117]: Article 430 was amended by section 182 of, and paragraph 11 of Schedule 13 to, the Financial Services Act 1986 and by Article 5 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00118]: Article 431 was amended by Article 6 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00119]: Article 432 was amended by Article 7 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00120]: Article 434 was amended by Article 9 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00121]: Article 440 was amended by Articles 11 and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990 and by section 59 of, and paragraphs 13 and 15 of Schedule 3 to, the Youth Justice and Criminal Evidence Act 1999

[^f00122]: Article 441 was substituted by Article 12(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00123]: Article 442 was amended by sections 182 and 212(3) of, and paragraph 13 of Schedule 13 and Part II of Schedule 17 to, the Financial Services Act 1986 (c. 60), by Article 25(2) of, and Part I of Schedule 4 to, the Companies (Northern Ireland) Order 1989, by Articles 13 and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990, by section 120 of, and paragraph 30 of Schedule 21 to, the Friendly Societies Act 1992 (c. 40), by section 79(13) of, and paragraph 19 of Schedule 5 to, the Criminal Justice Act 1993 (c. 36), by Article 119 of, and paragraph 10 of Schedule 1 to, the Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22)), by section 23 of, and paragraph 63 of Schedule 5 to, the Bank of England Act 1998 (c. 11), by Article 26(2) of, and paragraph 5 of Schedule 3 to, the Company Directors Disqualification (Northern Ireland) Order 2002, by S.I. 1994/1696 and S.I. 2001/3649

[^f00124]: Article 443 was amended by Article 14 of the Companies (No. 2) (Northern Ireland) Order 1990 and by S.I. 2001/3649

[^f00125]: Article 444 was amended by Article 15 of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00126]: Article 444A was inserted into the 1986 Order by section 182 of, and paragraph 14 of Schedule 13 to, the Financial Services Act 1986, and substituted by Article 16 of the Companies (No. 2) (Northern Ireland) Order 1990. It was amended by section 79(13) of, and paragraph 20 of Part II of Schedule 5 to, the Criminal Justice Act 1993, by S.I. 1994/1696 and S.I. 2001/3649

[^f00127]: Article 445 was amended by Articles 17 and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990, by S.I. 1994/1696 and S.I. 2001/3649

[^f00128]: Article 452 was amended by Article 78 of, and paragraph 11 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00129]: Article 453 was amended by Articles 78 and 113 of, and paragraph 11 of Schedule 5 and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990 and by S.I. 2001/3649

[^f00130]: Article 454 was amended by Article 381 of, and paragraph 18 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00131]: Article 602 was amended by Article 381 of, and paragraph 19 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989 and by Articles 75 and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00132]: Article 603A was inserted into the 1986 Order by section 13(2) of, and paragraphs 1 and 2 of Schedule 6 to, the Deregulation and Contracting Out Act 1994 (c. 40)

[^f00133]: Articles 603B and 603C were inserted into the 1986 Order by section 13(2) of, and paragraphs 1 and 2 of Schedule 6 to, the Deregulation and Contracting Out Act 1994

[^f00134]: Articles 603D to 603F were inserted into the 1986 Order by section 13(2) of, and paragraphs 1 and 2 of Schedule 6 to, the Deregulation and Contracting Out Act 1994 (c. 40)

[^f00135]: Article 604 was amended by section 13(2) of, and paragraphs 1 and 3 of Schedule 6 to, the Deregulation and Contracting Out Act 1994

[^f00136]: Article 608 was amended by Article 381 of, and paragraph 20 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00137]: Article 609 was amended by Article 381 of, and paragraph 21 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989

[^f00138]: Article 643 was amended by section 212 (3) of, and Part II of Schedule 17 to, the Financial Services Act 1986, and by S.R. 1993 No. 198

[^f00139]: Article 653 was amended by Article 18 of, and paragraph 4(3) of Schedule 5 to, the Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))

[^f00140]: Article 654 was substituted by Article 78 of, and paragraph 13 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990, and amended by S.R. 1993 No. 198

[^f00141]: Article 655 was substituted by Article 59(1) of the Companies (No. 2) (Northern Ireland) Order 1990 and amended by S.R. 1993 No. 198

[^f00142]: Article 656A was inserted into the 1986 Order by Article 60(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00143]: Article 656B was inserted into the 1986 Order by S.R. 2003 No. 3

[^f00144]: Article 657 was amended by Articles 61(2) and 113 of, and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990, and by Article 15 of the Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))

[^f00145]: Article 658 was substituted by Article 60(2) of the Companies (No. 2) (Northern Ireland) Order 1990 and amended by paragraph 4 of Schedule 1 to, the Civil Evidence (Northern Ireland) Order 1997 (S.I. 1997/2983 (N.I. 21))

[^f00146]: Article 659 was substituted by Article 60(2) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00147]: Article 659A was inserted into the 1986 Order by Article 60(2) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00148]: Article 660 was amended by Article 25 of, and paragraph 19 of Schedule 10 to, the Companies (Northern Ireland) Order 1990, by Article 49(2) of the Companies (No. 2) (Northern Ireland) Order 1990, by Article 381 of, and paragraph 22 of Schedule 9 to, the Insolvency (Northern Ireland) Order 1989, by S.R. 1987 No. 442, S.R. 1993 No. 198 and S.R. 2003 No. 3

[^f00149]: Article 662 was amended by Article 61(4) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00150]: Article 663 was amended by S.R. 1993 No. 198 and by paragraph 1 of the Schedule to the Limited Liability Partnerships Act (Northern Ireland) 2002

[^f00151]: Article 664A was inserted into the 1986 Order by Article 61(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00152]: Article 672A was inserted into the 1986 Order by Article 77 (1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00153]: Article 678 was amended by Article 78 of, and paragraph 16 of Schedule 5 to, the Companies (No. 2) (Northern Ireland) Order 1990

[^f00154]: Article 680A was inserted into the 1986 Order by Article 20(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00155]: Article 680B was inserted into the 1986 Order by Article 20(1) of the Companies (No. 2) (Northern Ireland) Order 1990

[^f00156]: Article 681 was amended by Article 382 of, and Schedule 10 to, the Insolvency (Northern Ireland) Order 1989

[^f00157]: Schedule 23 was amended by Article 212(2) and (3) of, and paragraph 42 of Schedule 16 and Part II of Schedule 17 to, the Financial Services Act 1986, by Articles 25(3) and 35(1) of, and Schedule 5 to, the Companies (Northern Ireland) Order 1989, by Article 382 of, and Schedule 10 to, the Insolvency (Northern Ireland) Order 1989, by Articles 25 and 26 of, and paragraph 27 of Schedule 10 and Part I of Schedule 15 to, the Companies (Northern Ireland) Order 1990, by Articles 11(8), 12(2), 43, 54(2), 55(2), 57(2), 58(3), 74(3), 113 of, and paragraph 1 of Schedule 2 and Schedule 6 to, the Companies (No. 2) (Northern Ireland) Order 1990, by Article 5(7) of the Deregulation (Northern Ireland) Order 1997 and by S.R. 1992 No. 405, S.R. 1993 No. 198 and S.R. 2003 No. 3

[^f00158]: Article 2 was amended by S.R. 1991 No. 366, S.R. 1995 No. 225, S.R. 2002 No. 223 and Article 3 of, and paragraph 2 of Schedule 1 to, the Insolvency (Northern Ireland) Order 2002 (S.I. 2002/3152 (N.I. 6))

[^f00159]: Article 3 was amended by Article 6(1) of the Insolvency (Northern Ireland) Order 2002 and by S.R. 2002 No. 334

[^f00160]: Article 6 was amended by S.R. 2002 No. 334

[^f00161]: Article 14 was amended by S.R. 2002 No. 334 and Article 4 of, and paragraph 2 of Schedule 2 to, the Insolvency (Northern Ireland) Order 2002

[^f00162]: Article 14A was inserted by Article 3 of, and paragraph 3 of Schedule 1 to, the Insolvency (Northern Ireland) Order 2002

[^f00163]: Article 15 was amended by Articles 3 and 4 of, and paragraph 4 of Schedule 1 and paragraph 3 of Schedule 2 to, the Insolvency (Northern Ireland) Order 2002

[^f00164]: Article 17 was amended by Article 4 of, and paragraph 4 of Schedule 2 to, the Insolvency (Northern Ireland) Order 2002

[^f00165]: Article 17A was inserted by Article 4 of, and paragraph 5 of Schedule 2 to, the Insolvency (Northern Ireland) Order 2002

[^f00166]: Article 18 was amended by Articles 4 and 13 of, and paragraph 6 of Schedule 2 and Schedule 4 to, the Insolvency (Northern Ireland) Order 2002