The Companies (Welsh Language Forms and Documents) Regulations 1994

Made: 25th January 1994

Coming into force: 1st February 1994

The Secretary of State, in exercise of the powers conferred on him by sections 287(3), 288(2), 363(2), 710B(3) and (8) and 744[^f00001] of the Companies Act 1985[^f00002], as extended by section 26(3) of the Welsh Language Act 1993[^f00003], hereby makes the following Regulations:

1

These Regulations may be cited as the Companies (Welsh Language Forms and Documents) Regulations 1994, and shall come into force on 1st February 1994.

2

In these Regulations a reference to a numbered section, part or schedule is a reference to a section, part or schedule of the Companies Act 1985.

3

Forms 287 CYM, 288 CYM and 363 CYM in the Schedule to these Regulations, with such variations as circumstances may require, are additional forms prescribed for the purposes of sections 287(3), 288(2) and 363(2) respectively.

4

• (1) The documents described in paragraph (2) are prescribed for the purpose of section 710B(3)(a) (documents which may be delivered to the registrar of companies in Welsh by a company, whose memorandum states that its registered office is to be situated in Wales, without an accompanying English translation).

• (2) The documents referred to in paragraph (1) are:

• (a) a copy of the annual accounts of a relevant company;

• (b) a copy of the annual report (within the meaning of Part VII) of the directors of a relevant company;

• (c) a copy of the auditors' report (within the meaning of Part VII) on the accounts of a relevant company; and

• (d) any document appended, by virtue of section 243(2) (accounts of subsidiary undertakings to be appended in certain cases) or paragraph 7(2) of Part II of Schedule 9 (banking groups: information as to undertaking in which shares held as a result of financial assistance operation), to the annual accounts of a relevant company.

• (3) For the purpose of paragraph (2), a “relevant company” is any company to which section 710B(1) applies, other than a listed company as defined in section 251(1).

5

For the purpose of section 710B(8), a translation of a document into English shall be certified to be a correct translation–

• (a) if the translation was made in the United Kingdom, by–

• (i) a notary public in any part of the United Kingdom;

• (ii) a solicitor (if the translation was made in Scotland), a solicitor of the Supreme Court of Judicature of England and Wales (if it was made in England or Wales), or a solicitor of the Supreme Court of Judicature of Northern Ireland (if it was made in Northern Ireland);

• (iii) a person certified by a person mentioned in sub–paragraphs (i) and (ii) above to be known to him to be competent to translate the document into English; or

• (iv) in the case of a translation obtained by the registrar of companies pursuant to section 710B(4), the person who has translated the document into English; or

• (b) if the translation was made outside the United Kingdom, by–

• (i) a notary public;

• (ii) a person authorised in the place where the translation was made to administer an oath;

• (iii) any of the British officials mentioned in section 6 of the Commissioners for Oaths Act 1889; or

• (iv) a person certified by a person mentioned in sub–paragraphs (i) to (iii) above, to be known to him to be competent to translate the document into English.

SCHEDULE

There are 14 nonprinted forms of the following nonprint size.

Signed

Neil Hamilton — Parliamentary Under–Secretary of State for Corporate Affairs, — Department of Trade and Industry — 25th January 1994

Explanatory note

(This note is not part of the Regulations)

These Regulations are made following the commencement of the Welsh Language Act 1993. That Act makes provision for the use of the Welsh language generally for official purposes, but contains specific provisions concerning documents to be delivered to the registrar of companies.

The Regulations prescribe additional forms which are in Welsh as well as in English, namely:

• an additional form for giving notice to the registrar of companies of a change in the situation of a company’s registered office address, under section 287 of the Companies Act 1985 (“the Act”);

• an additional form for giving notice to the registrar of companies of particulars of appointment and resignation of directors and secretaries, and of any change in the particulars contained in the register, under section 288 of the Act; and

• an additional annual return form, for the purpose of section 363 of the Act (delivery of annual returns).

As a result of section 710B(3)(b) of the Act, inserted by the Welsh Language Act 1993, these forms may be filled out in Welsh without an accompanying certified English translation where a company’s memorandum states that its registered office is to be situated in Wales. (The registrar himself is required to obtain a translation in such cases.)

The Regulations also prescribe, for the purpose of section 710B(3)(a) of the Act, certain accounting documents which may be delivered to the registrar of companies in Welsh without being accompanied by a certified English translation (the registrar again being required to obtain a translation). This provision preserves the effect of section 255E (Delivery of accounting documents in Welsh only) which is repealed by the Welsh Language Act 1993. It also extends the scope of this provision to public companies which are not listed companies.

The Regulations also prescribe the manner of certifying a correct translation of a document into English for the purpose of section 710B(8) of the Act — that is, for cases where a document may be delivered to the registrar in Welsh, but with an English translation. In the case of a translation obtained by the registrar pursuant to section 710B(4), the regulations prescribe that the translation may be certified by the person from whom the registrar has obtained the translation.

Footnotes

[^f00001]: Seethe definition of “prescribed”.

[^f00002]: 1985 c. 6. Sections 287 and 363 of the Companies Act 1985 are substituted by sections 136 and 139 of the Companies Act 1989 (1989 c. 40). Section 288 is amended by section 143(6) of the Companies Act 1989. Section 710B is inserted into the Companies Act 1985 by the Welsh Language Act 1993.

[^f00003]: 1993 c. 38.