{
  "url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked/article-82",
  "json_url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked/article-82.json",
  "legislation": "nisi/1986/1032",
  "legislation_title": "The Companies (Northern Ireland) Order 1986 (revoked)",
  "legislation_url": "https://openlegislation.uk/companies-northern-ireland-order-1986-revoked",
  "path": "article/82",
  "kind": "article",
  "number": "82",
  "heading": "Prospectus of non-United Kingdom company",
  "text": "(1) It is unlawful for a person to issue, circulate or distribute in Northern Ireland any prospectus offering for subscription shares in or debentures of a company incorporated or to be incorporated outside the United Kingdom (whether the company has or has not established, or when formed will or will not establish, a place of business in the United Kingdom) unless the prospectus complies with the requirements of paragraphs (2) and (3).\n(2) The prospectus must be dated and contain particulars with respect to the following matters—\n(a) the instrument constituting or defining the constitution of the company;\n(b) the enactments, or provisions having the force of an enactment, by or under which the incorporation of the company was effected;\n(c) an address in the United Kingdom where that instrument, and those enactments or provisions, or copies of them (and, if they are in a foreign language, a translation of them certified in the prescribed manner), can be inspected;\n(d) the date on which, and the country in which, the company was incorporated; and\n(e) whether the company has established a place of business in the United Kingdom and, if so, the address of its principal office in the United Kingdom.\n(3) Subject to the following provisions, the prospectus must comply—\n(a) with Part I of Schedule 3, as respects the matters to be stated in the prospectus, and\n(b) with Part II of that Schedule, as respects the reports to be set out.\n(4) Sub-paragraphs (a) to (c) of paragraph (2) do not apply in the case of a prospectus issued more than 2 years after the company is entitled to commence business.\n(5) It is unlawful for a person to issue to any person in Northern Ireland a form of application for shares in or debentures of such a company or intended company as is mentioned in paragraph (1) unless the form is issued with a prospectus which complies with this Chapter and the issue of which in Northern Ireland does not contravene Article 84 or 85.\nThis paragraph does not apply if it is shown that the form of application was issued in connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures.\n(6) This Article—\n(a) does not apply to the issue to a company's existing members or debenture holders of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons; and\n(b) except in so far as it requires a prospectus to be dated, does not apply to the issue of a prospectus relating to shares or debentures which are or are to be in all respects uniform with shares or debentures previously issued and for the time being listed on a prescribed stock exchange;\nbut subject to this, it applies to a prospectus or form of application whether issued on or with reference to the formation of a company or subsequently.",
  "extent": "N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Pt. IV (arts. 66-89) repealed by Financial Services Act 1986 (c. 60), ss. 211(1), 212(3), Sch. 17 Pt. II (the repeal coming into force as mentioned in S.I. 1986/2246, art. 5, Sch. 4, S.I. 1988/740, arts. 2-7, Sch. (as amended by S.I 1988/1960, arts. 2-4 and by S.I. 1988/2285, arts. 2-6) and S.I. 1995/1538, art. 2 and otherwise prosp.)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/nisi/1986/1032/article/82",
    "retrieved_at": "2026-10-29T04:48:35.100869+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}