The Companies (Disqualification Orders) (Amendment) Regulations (Northern Ireland) 2025
Source: legislation.gov.uk (2025-02-28)

These Regulations are made in consequence of the insertion by section 32 of and Schedule 13 to the Finance Act 2024, of new sections 8ZF and 8ZG both of which extend to Northern Ireland, into the Company Directors Disqualification Act 1986 (“the 1986 Act”).

Statutory Rules of Northern Ireland

2025 No. 14

Companies

The Companies (Disqualification Orders) (Amendment) Regulations (Northern Ireland) 2025

Made

30th January 2025

Coming into operation

28th February 2025

The Department for the Economy(1 (\"#f00001\")) makes the following Regulations in exercise of the powers conferred by Article 22(1) and (7) of the Company Directors Disqualification (Northern Ireland) Order 2002(2 (\"#f00002\")).

Citation and commencementN.I.

1. These Regulations may be cited as the Companies (Disqualification Orders) (Amendment) Regulations (Northern Ireland) 2025 and come into operation on 28th February 2025.

Commencement Information

I1Reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

InterpretationN.I.

2. In these Regulations–

“High Court” means His Majesty’s High Court of Justice in Northern Ireland;

“the Order” means the Company Directors Disqualification (Northern Ireland) Order 2002.

Commencement Information

I2Reg. 2 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/2\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

Amendment of the Companies (Disqualification Orders) Regulations (Northern Ireland) 2010N.I.

3. The Companies (Disqualification Orders) Regulations (Northern Ireland) 2010(3 (\"#f00003\")) are amended as set out in regulations 4 to 9.

Commencement Information

I3Reg. 3 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/3\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

4. Regulation 2 (Interpretation) is amended as follows–

(a)In the definition of “disqualification order” at the end insert “or an order of the High Court under section 8ZF or 8ZG of the Company Directors Disqualification Act 1986”.

(b)In the definition of “disqualification undertaking” at the end insert “or an undertaking accepted by an officer of Revenue and Customs under section 8ZF or 8ZG of the Company Directors Disqualification Act 1986, insofar as these two sections extend to Northern Ireland”.

(c)In the definition of “grant of leave” insert at the end “or of section 1(1)(a) or 1A(1)(a) of the Company Directors Disqualification Act 1986 as they extend to Northern Ireland.”.

(d)After the definition of “grant of leave “insert–

“High Court” means His Majesty’s High Court of Justice in Northern Ireland;

“officer of Revenue and Customs” has the meaning given by section 2(1) of the Commissioners for Revenue and Customs Act 2005.

Commencement Information

I4Reg. 4 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/4\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

5. Omit regulation 4.

Commencement Information

I5Reg. 5 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/5\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

6. In Schedule 1, for form DQ01n substitute form DQ01n as set out in Part 1 of the Schedule to these Regulations.

Commencement Information

I6Reg. 6 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/6\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

7. In Schedule 2, for form DQ02n substitute form DQ02n as set out in Part 2 of the Schedule to these Regulations.

Commencement Information

I7Reg. 7 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/7\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

8. In Schedule 3, for form DQ03n substitute form DQ03n as set out in Part 3 of the Schedule to these Regulations.

Commencement Information

I8Reg. 8 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/8\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

9. In Schedule 4, for form DQ04n substitute form DQ04n as set out in Part 4 of the Schedule to these Regulations.

Commencement Information

I9Reg. 9 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/9\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

Extension of certain of the provisions of Article 22 of the Order to orders made and undertakings accepted under sections 8ZF and 8ZG of the Company Directors Disqualification Act 1986 and leave granted in relation to such orders and undertakingsN.I.

10.—(1) Article 22(1) of the Order is extended to particulars of–

(a)disqualification orders made by the High Court under sections 8ZF and 8ZG of the Company Directors Disqualification Act 1986;

(b)any action taken by the High Court, in consequence of which such an order, or a disqualification undertaking accepted under section 8ZF or 8ZG of the Company Directors Disqualification Act 1986, is varied or ceases to be in force;

(c)the granting of leave by the High Court for a person subject to a disqualification order made by that court under section 8ZF or 8ZG to do anything which the order would otherwise prohibit that person from doing; and

(d)the granting of leave by the High Court for a person subject to a disqualification undertaking accepted under section 8ZF or 8ZG of the Company Directors Disqualification Act 1986 as they extend to Northern Ireland, to do anything which the undertaking would otherwise prohibit that person from doing.

(2) Article 22(2) of the Order is extended to particulars of disqualification orders made by the High Court under sections 8ZF and 8ZG of the Company Directors Disqualification Act 1986 and to leave granted in relation to such orders.

(3) Article 22(3) of the Order is extended to particulars of disqualification undertakings accepted under sections 8ZF and 8ZG of the Company Directors Disqualification Act 1986 as they extend to Northern Ireland, and to leave granted in relation to such undertakings.

(4) Article 22(4) of the Order is extended to entries in the register and particulars relating to them in respect of disqualification orders made or disqualification undertakings accepted under sections 8ZF and 8ZG of the Company Directors Disqualification Act 1986.

Commencement Information

I10Reg. 10 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/10\") in operation at 28.2.2025, see reg. 1 (\"http://www.legislation.gov.uk/id/nisr/2025/14/regulation/1\")

Sealed with the Official Seal of the Department for the Economy on 30th January 2025

Conor Murphy

Minister for the Economy

Regulations 6 to 9

SCHEDULEN.I.PART 1

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PART 2N.I.

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PART 3N.I.

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PART 4N.I.

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EXPLANATORY NOTE

(This note is not part of the Order)

These Regulations are made in consequence of the insertion by section 32 of and Schedule 13 to the Finance Act 2024, of new sections 8ZF and 8ZG both of which extend to Northern Ireland, into the Company Directors Disqualification Act 1986 (“the 1986 Act”).

These Regulations amend the Companies (Disqualification Orders) Regulations (Northern Ireland) 2010 (“the 2010 Regulations”) and expand the ambit Article 22 of the Company Directors Disqualification (Northern Ireland) Order 2002 (the 2002 Order”) so that the duties which that Article places court clerks under to supply information about disqualification orders and undertakings to the Department for the Economy (“the Department”) and the Secretary of State (for Business and Trade) and the duties which it places the Department under to record information about disqualification orders and undertakings in its register, will apply in the case of orders made and undertakings given under the two new sections as they extend to Northern Ireland.”

Sections 8ZF and 8ZF enable persons who are, or have been, directors of companies carrying on business as promoters of tax avoidance schemes to be disqualified.

If the company has been wound up the Northern Ireland High Court section 8ZF makes it possible for an officer of Revenue and Customs to apply to the Court to have its directors disqualified and obliges the Court to make a make a disqualification order if they do. As an alternative the officer could accept a disqualification undertaking if satisfied that it would be in the public interest to do so. Disqualification under section 8ZF lasts for between two and fifteen years.

In the case of companies engaged in promotion of tax avoidance schemes which have not been wound up, section 8ZG enables the Northern Ireland High Court to make a disqualification order on the application of an officer of Revenue and Customs if the Court is satisfied that the conduct of a past or present director makes them unfit to be concerned in the management of a company. It will again be possible for the officer to accept a disqualification undertaking if satisfied that it would be in the public interest to do so.

There is no minimum disqualification period under section 8ZG but there is a maximum term of fifteen years.

Regulations 3 to 9 amend the 2010 regulations.

Regulation 4 extends the definitions of “disqualification order” and “disqualification undertaking” in Regulation 2 of the 2010 Regulations, so as to include disqualification orders made by the Northern Ireland High Court and disqualification undertakings accepted by officers of Revenue and Customs under sections 8ZF and 8ZG of the 1986 Act as they extend to Northern Ireland.

Regulation 4 extends the definition of leave in relation to disqualification orders and undertakings which is in Regulation 2 of the 2010 Regulations to include leave granted for the purposes of sections 1(1)(a) and 1A(1)(a) of the CDDA as they extend to Northern Ireland and inserts definitions of the “High Court” and “officer of Revenue and Customs”.

Regulation 5 revokes Regulation 4 in the 2010 Regulations.

Regulations 6 to 9 and the Schedule provide for the substitution of the forms in schedules 1 to 4 to the 2010 Regulations.

Regulation 10 is made under the power in paragraph 7 of Article 22 of the 2002 Order and amends that Article.

Article 22 has heretofore dealt solely with requirements relating to the registration of disqualification orders and undertakings made under the 2002 Order.

Paragraph 1 of Regulation 10 extends paragraph 1 of Article 22 with effect that the requirements for the clerk of the court to furnish particulars about the matters listed in that paragraph to the Department and the Secretary of State will apply in cases where a disqualification order has been made by the Northern Ireland High Court under sections 8ZF and 8ZG of the 1986 Act or a disqualification undertaking has been accepted under those two sections.

Paragraph (2) of Regulation 10 extends paragraph 2 of Article 22 with effect that the Department will be required to record in its register of disqualification orders particulars of disqualification orders made by the Northern Ireland High Court under sections 8ZF and 8ZG of the 1986 Act and of leave granted to persons subject to such orders to do anything which the order would otherwise prohibit.

Paragraph 3 of Regulation 10 extends paragraph 3 of Article 22 with effect that the Department will be required to include in its register of disqualification orders particulars of disqualification undertakings accepted under sections 8ZF and 8ZG of the 1986 Act, as they extend to Northern Ireland, and of leave granted in relation to such undertakings.

Paragraph 4 of Regulation 10 extends paragraph 4 of Article 22 with effect that it will oblige the Department to expunge from its register of disqualification orders all information about disqualification orders made and disqualification undertakings accepted under sections 8ZF and 8ZG of the 1986 Act on their ceasing to be in force.

A regulatory impact assessment has not been produced for this instrument as no impact on the private or voluntary sectors is foreseen. An Explanatory Memorandum is published alongside the instrument at www.legislation.gov.uk (\"http://www.legislation.gov.uk\")

(1)

Formerly the Department of Enterprise, Trade and Investment; see section 1(3) of the Departments Act (Northern Ireland) 2016 (2016 c. 5 (N.I.)) (\"http://www.legislation.gov.uk/id/nia/2016/5\").

(2)

S.I. S.I. 2002/3150 (N.I. 4) (\"http://www.legislation.gov.uk/id/nisi/2002/3150\"). Article 22 was amended by paragraph 211 of Schedule 1 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941 (\"http://www.legislation.gov.uk/id/uksi/2009/1941\")), Article 4(8) of the Company Directors Disqualification (Amendment) (Northern Ireland) Order 2005 (S.I. 2005/1454 (N.I. 9)) (\"http://www.legislation.gov.uk/id/nisi/2005/1454\"), paragraph 9(13) of Schedule 8 to the Small Business, Enterprise and Employment Act 2015 (c.26) (\"http://www.legislation.gov.uk/id/ukpga/2015/26\") and by paragraph 232 of Schedule 1 to the Enterprise and Regulatory Reform Act 2013 (Competition) (Consequential, Transitional and Saving Provisions) Order 2014 (S.I. 2014/892 (\"http://www.legislation.gov.uk/id/uksi/2014/892\")).

(3)

S.R 2010 No. 184 (\"http://www.legislation.gov.uk/id/nisr/2010/184\"), as amended by S.I. 2015/1651 (\"http://www.legislation.gov.uk/id/uksi/2015/1651\").