The RTM Companies (Memorandum and Articles of Association) (Wales) Regulations 2004

Welsh Statutory Instruments

2004 No. 675 (W.64)

LANDLORD AND TENANT, WALES

The RTM Companies (Memorandum and Articles of Association) (Wales) Regulations 2004

Made

9th March 2004

Coming into force

31st March 2004

The National Assembly for Wales, in exercise of the powers conferred on the Secretary of State by section 26(3) of the Welsh Language Act 1993(1) which are now exercisable by virtue of the National Assembly for Wales (Transfer of Functions) Order 1999(2) so far as exercisable in relation to Wales and the powers given to it by sections 74(2), (4) and (6) and 178(1) of the Commonhold and Leasehold Reform Act 2002(3), hereby makes the following Regulations:

Name, commencement and application

1.—(1) These Regulations are called the RTM Companies (Memorandum and Articles of Association) (Wales) Regulations 2004 and shall come into force on 31st March 2004.

(2) These Regulations apply to RTM companies(4) in relation to premises(5) in Wales.

Form and content of memorandum and articles of association of RTM companies

2.—(1) Subject to paragraph (4) the memorandum of association of a RTM company shall take the form, and include the provisions, set out in Part 1 of Schedule 1 to these Regulations.

(2) Subject to paragraph (4) the articles of association of a RTM company shall take the form, and include the provisions, set out in Part 2 of Schedule 1.

(3) Subject to paragraph (4) the provisions referred to in paragraphs (1) and (2) shall have effect for a RTM company whether or not they are adopted by the company.

(4) Where a RTM company wishes to have either its memorandum of association or its articles of association, or both, in Welsh, those documents shall take the form, and include the provisions respectively set out in Parts 1 and 2 of Schedule 2.

(5) Where —

(a) a RTM company has adopted a memorandum of association and articles of association before the coming into force of these Regulations; and

(b) the memorandum and the articles, or either of them, do not comply, as to content, with the requirements of paragraphs (1) and (2) or, in the case of Welsh language documents, paragraph (4),

the memorandum and articles will be treated, on and after the coming into force of these Regulations, as including such of the provisions set out in the Schedule as are required to secure compliance with those requirements (whether in addition to or, as the circumstances require, in substitution for their original content).

Signed on behalf of the National Assembly for Wales under section 66(1) of the Government of Wales Act 1998(6)

John Marek

The Deputy Presiding Officer of the National Assembly

9th March 2004

Regulation 2

SCHEDULE 1 MEMORANDUM AND ARTICLES OF ASSOCIATION OF RTM COMPANIES

PART 1 MEMORANDUM OF ASSOCIATION

PART 2 ARTICLES OF ASSOCIATION

Regulation 2

SCHEDULE 2 MEMORANDUM AND ARTICLES OF ASSOCIATION OF RTM COMPANIES

PART 1 MEMORANDUM OF ASSOCIATION

PART2 ARTICLES OF ASSOCIATION

Explanatory Note

(This note is not part of the Regulations)

In accordance with Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002 (“the 2002 Act”), a company, referred to in that Chapter as a RTM company, may acquire and exercise rights in relation to the management of premises. Section 73(2) of the 2002 Act provides that a company is a RTM company in relation to premises if it is a private company limited by guarantee and its memorandum of association states that its object, or one of its objects, is the acquisition and exercise of the right to manage those premises. Subsections (3) to (5) of that section describe companies that are not RTM companies and the circumstances in which a RTM company ceases to be a company of that description.

These Regulations prescribe the form and content of the memorandum of association and articles of association of RTM companies in relation to premises in Wales.

The prescribed content and form have effect in relation to RTM companies whether or not they are adopted.

Regulation 2 provides that whether or not a RTM company adopts articles of association and memorandum of association as set out in the Regulations the form of those documents as set out in Schedule 1 shall have effect for that RTM company. Regulation 2 also provides where a RTM company wishes to have either its memorandum of association or its articles of association, or both, in Welsh, those documents shall take the form set out in Schedule 2 to these Regulations.

Where a RTM company adopts a memorandum and articles before the coming into force of these Regulations, the memorandum and articles are treated as including such of the content set out in Schedule 1 as is necessary to secure that those documents comply with the Regulations.

A Regulatory Appraisal has been prepared in connection with these Regulations. A copy may be obtained from the Housing Directorate, the National Assembly for Wales, Cathays Park, Cardiff, CF10 3NQ (Tel [phone]).

(1)

1993 c. 38.

(2)

S.I.1999/672.

(3)

2002 c. 15. For the definition of “the appropriate national authority” see section 179(1).

(4)

For the definition of “RTM company” see sections 71(1) and 73 of the Commonhold and Leasehold Reform Act 2002.

(5)

For the premises relevant to RTM companies, see section 72 of, and Schedule 6 to, the Commonhold and Leasehold Reform Act 2002.

(6)

1998 c. 38.