The Companies (Forms) (Amendment) Regulations 1987

Made: 6th April 1987

Coming into force: 30th April 1987

The Secretary of State, in exercise of the powers conferred on him by the enactments specified in Schedule 1, hereby makes the following Regulations:—

1

These Regulations may be cited as the Companies (Forms) (Amendment) Regulations 1987 and shall come into force on 30th April 1987.

2

In these Regulations “the 1985 Regulations” means the Companies (Forms) Regulations 1985[^f00001].

3

Regulation 9 of the 1985 Regulations is revoked.

4

• (1) For the purposes of sections 429(4) and 430(A)(3) of the Companies Act 1985[^f00002], a notice to a holder of shares in the company shall be given to him, in the form prescribed by regulation 5(2), either personally or by sending it to him by post.

• (2) Where such a notice cannot be given personally or by post because the holder of the shares is the holder of a share warrant to bearer, the notice shall be given:—

• (a) in a case where the articles of association or the regulations of the company provide that notice to such holders of shares may be given by advertisement, by advertisement in the manner so provided, and

• (b) in any other case, by advertisement in the Gazette.

• (3) Where in accordance with paragraph (1) a notice is sent to a holder of shares by post it shall be sent to him:—

• (a) at his address in the United Kingdom registered in the books of the company;

• (b) if no such address is registered, to the address (if any) in the United Kingdom given by him to the company for the giving of notices to him; or

• (c) if no address in the United Kingdom is registered or has been so notified, to his address outside the United Kingdom registered in the books of the company.

• (4) Where in accordance with paragraph (1) a notice is sent to a holder of shares by post:—

• (a) if it is sent to an address in the United Kingdom, it shall be sent by recorded delivery; and

• (b) if it is sent to an address outside the United Kingdom it shall be sent by airmail, if that form of post is available.

5

• (1) The forms 169, 225(1) and 225(2) set out in Part I of Schedule 2 to these Regulations with such variations as circumstances require, are the forms prescribed for the purposes of section 169, 225(1) and 225(2) of the Companies Act 1985.

• (2) The forms 429(4), 429 dec and 430A set out in Part II of Schedule 2 to these Regulations, with such variations as circumstances require, are the forms prescribed for the purposes of sections 429(4) and 430A(3) respectively of the Companies Act 1985.

• (3) The forms 600 and 600a set out in Part III of Schedule 2 to these Regulations, with such variations as circumstances require, are the forms prescribed for the purposes of section 109 of the Insolvency Act 1986[^f00003].

• (4) The forms 169, 225(1), 225(2), 428, 429(2), 429(3), 600 and 600a, set out in Schedule 3 to the 1985 Regulations, are revoked, except to the extent specified in regulation 7 below.

6

• (1) The forms set out in Schedule 3 to the 1985 Regulations which are listed in Schedule 3 to these Regulations are amended by deleting the words “[Director] [Secretary]” in the description of the signatory of the form and substituting the words “Designation‡” and inserting in the left hand margin of the form the words “‡Insert Director, Secretary, Administrator, Administrative Receiver or Receiver (Scotland) as appropriate”.

• (2) The form 400 set out in Schedule 3 to the 1985 Regulations is amended by deleting the words “[Director] [Secretary]” in the description of the signatory of the form and substituting the words “Designation‡” and inserting in the left hand margin the words “‡Insert Director, Secretary, Administrator or Administrative Receiver as appropriate”.

• (3) The forms of statutory declaration 403a and 403b set out in Schedule 3 to the 1985 Regulations are amended by deleting the words “a director/the secretary” or “[a director] [the secretary]” as the case may be, in the description of the person making the declaration, and substituting the words “[a director] [the secretary] [the administrator] [the administrative receiver]”.

• (4) The forms of statutory declaration 419a (Scot) and 419b (Scot) set out in Schedule 3 to the 1985 Regulations are amended by adding after the words “[a director] [the secretary] [the liquidator] [the receiver]” in the description of the person making the declaration the words “[the administrator]”.

7

• (1) Notwithstanding the provisions of regulation 5(4), the forms 225(1) and 225(2) revoked by that paragraph of that regulation may continue to be used in relation to companies which are not subject to an administration order or in respect of which no receiver or administrative receiver has been appointed.

• (2) Notwithstanding the provisions of regulation 5(4) above, the forms 428, 429(2) and 429(3) revoked by that paragraph of that regulation shall continue to be used in relation to an offer in respect of the scheme or contract mentioned in section 428(1) of the Companies Act 1985 made before 30th April 1987.

• (3) Notwithstanding the provisions of regulation 6, the forms amended by that regulation may continue to be used in their unamended form if they are signed, or in the case of a statutory declaration made, by a person holding the office stated in the description of the signatory, or person making the declaration, given on those forms.

SCHEDULE 1

The Companies Act 1985:

Sections 6(1)(b)(i), 54(4), 88(2)(a) and (3), 122(1), 123(2), 128(1), (3) and (4), 129(1), (2) and (3), 157(3), 169(1), 176(3)(a), 190(5), 224(2), 225(1) and (2), 266(1) and (3), 287(2), 288(2), 318(4), 325(5), 353(2), 362(3), 386(2), 400(2), 403(1), 416(1), 419(1), 428(2), 429(2), 429(3), 429(4)[^f00004], 430A(3)[^f00004] and 744.

Schedule 13, paragraph 27, and Schedule 14, paragraph 1(1).

The Companies Consolidation (Consequential Provisions) Act 1985[^f00005]: Section 4(1).

The Insolvency Act 1986: Section 109.

The Financial Services Act 1986: Section 172.

SCHEDULE 2

PART I

SCHEDULE 2

PART II

SCHEDULE 2

PART III

SCHEDULE 3 — AMENDED FORMS

6, 54, 88(2), 88(3), 122, 123, 128(1), 128(3), 128(4), 129(1), 129(2), 129(3), 157, 176, 190, 224, 266(1), 266(3), 287, 288, 318, 325, 353, 362, 386, 416 (Scot) and R7a.

Signed

Sarah E Brown — An Under Secretary, — Department of Trade and Industry — 6th April 1987

Explanatory note

(This note is not part of the Regulations)

These Regulations further amend the Companies (Forms) Regulations 1985 (“the 1985 Regulations”) as amended by the Companies (Forms) (Amendment) Regulations 1986.

The Regulations amend certain forms prescribed by the 1985 Regulations, to specify that they can be signed by an administrator, or administrative receiver, and also in Scotland by a receiver, in accordance with their powers under the Insolvency Act 1986 (c. 45).

They prescribe a new Form 169, to take account of section 66 of the Finance Act 1986 (c. 41) which relates to stamp duty, and Forms 225(1) and 225(2), which deal with an alteration in a company’s accounting reference date, to provide for it to be stated if the company is subject to an administration order under the Insolvency Act 1986. The Regulations also prescribe forms 429 dec, 429(4) and 430A under the provisions substituted by section 172 of and Schedule 12 to the Financial Services Act 1986 for sections 428 to 430 of the Companies Act 1985, and the forms previously prescribed under sections 428 to 430 are revoked, except in relation to offers under section 428 made before 30th April 1987, where the previously prescribed forms must be used. They also prescribe new forms 600 and 600a, because section 600 of the Companies Act 1985 under which that they were prescribed has now been repealed and replaced by section 109 of the Insolvency Act 1986, and to require certain additional information.

Footnotes

[^f00001]: S.I. 1985/854, as amended by S.I. 1986/2097.

[^f00002]: 1985 c. 6, as substituted by section 172 of and Schedule 12 to the Financial Services Act 1986 (c. 60).

[^f00003]: 1986 c. 45.

[^f00004]: Sections 429(4) and 430A(3) are substituted by section 172 of and Schedule 12 to the Financial Services Act 1986 which repeals the existing sections 428 to 430 of the Companies Act 1985.

[^f00005]: 1985 c. 9.