UK Offence Report

Recording of decisions by the sole member

paragraph 390B(2) of SCHEDULE of Companies (Single Member Private Limited Companies) Regulations (Northern Ireland) 1992

This offence was read from the text as made, and no revised version was available, so a later revocation could not be ruled out. Check the current text at legislation.gov.uk.

What the provision says

2 If the sole member fails to comply with paragraph (1) he shall be liable to a fine.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds
a person
Conduct
failing to do something the instrument requires
Fault element
Strict liability
Burden of proof
No statutory defence — prosecution proves everything

The prosecution must prove that the conduct happened. This is a strict liability offence as drafted: the provision uses no word of intention, knowledge, recklessness or negligence, so there is no need to show that a person meant to do it, knew about it, or was careless.

Intention, knowledge and carelessness are irrelevant to guilt. They may still matter a great deal to sentence.

The provision states no defence, so the prosecution bears the burden on every element of the offence.

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision.

What would breach paragraph 390B(2) of SCHEDULE?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

  1. Not doing what the provision requires under the Companies (Single Member Private Limited Companies) Regulations (Northern Ireland) 1992, by the time it requires it to be done.
  2. Doing it, but not in the manner or to the standard the instrument specifies.

Penalty

Mode of trial
Not determined
Maximum fine
Unlimited
Maximum prison (summary)
Not determined

'to a fine' with no stated maximum.

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status
Status not determined
Made
21 September 1992
In force from
19 October 1992
Extent
Not stated

How this was established: read from the text as made; no revised version available, so later revocation could not be ruled out.

What the instrument is for

(This note is not part of the Regulations.) — the explanatory note published with the instrument, © Crown copyright.

These Regulations implement Council Directive No. 89/667/EEC on single-member private limited-liability companies (O.J. No. L395, 30.12.1989, p. 40). The Directive requires Member States to provide for the formation of a company having one member and to permit a company to be a single-member company, subject to certain safeguards. In relation to the United Kingdom it applies to private companies limited by shares or by guarantee. Regulation 2 provides that a private company limited by shares or by guarantee may be formed by one person (insofar as permitted by Article 12 of the Companies (Northern Ireland) Order 1986 (“the 1986 Order”) as amended by these Regulations) and may have one member. It also provides that any statutory provision or rule of law applying to a private company limited by shares or by guarantee shall, in the absence of any express provision to the contrary, apply with any necessary modification to such a company which has been formed by one person or which has only one member. Without prejudice to the generality of the provisions mentioned in paragraph 2 above, regulation 2(1)(b) also makes specific amendments to the 1986 Order and the Insolvency (Northern Ireland) Order 1989 as set out in the Schedule. The following Articles of the 1986 Order are amended: Article 12 (mode of forming an incorporated company), Article 34 (minimum membership for carrying on business) and Article 629 (companies capable of being registered under Chapter II of Part XXII). The following new provisions are inserted into the 1986 Order: Article 330B (contracts with sole members who are directors), Article 360A (statement that company has only one member), Article 378A (quorum at meetings of the sole member) and Article 390B (recording of decisions by the sole member). Consequential amendments are made to Article 9 of the 1986 Order and to Schedule 23 to that Order. Article 102 of the Insolvency (Northern Ireland) Order 1989 (circumstances in which company may be wound up by the High Court) is also amended. Regulation 3 contains a transitional provision.

Read the full note and every offence in this instrument

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.68.

Basis
the provision states a penalty in older drafting
Confidence
0.68 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source