The Registrar of Companies and Applications for Striking Off Regulations 2009

Documents relating to Welsh companies: exceptions to the requirement for a certified translation, and revocation of previous exceptions

6.—(1) The documents in paragraph (2) are excepted from the requirement in section 1104(2) of the Companies Act 2006 that a document relating to a Welsh company must, on delivery to the registrar in Welsh, be accompanied by a certified translation into English.

(2) The documents are—

(a) a non-traded company’s memorandum of association;

(b) a non-traded company’s articles;

(c) a community interest company report prepared for a non-traded company under section 34 of the Companies (Audit, Investigations and Community Enterprise) Act 2004(1);

(d) a resolution or agreement which was agreed to by members of a non-traded company and to which Chapter 3 of Part 3 of the Companies Act 2006 applies, except for a resolution or agreement listed in paragraph (3);

(e) annual accounts and reports of a non-traded company required to be delivered to the registrar under Part 15(2) of the Companies Act 2006;

(f) a declaration referred to in regulation 11(1)(b) or regulation 12(1)(b) or (c) of the Community Interest Company Regulations 2005(3) which relates to a non-traded company;

(g) revised accounts and any revised report of a non-traded company, and any auditor’s report on such revised accounts and reports, required to be delivered to the registrar by the Companies (Revision of Defective Accounts and Reports) Regulations 2008(4);

(h) a document required to be appended to the group accounts of a non-traded company by paragraph 30(2) of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008(5) (banking groups: information as to undertaking in which shares held as a result of financial assistance operation).

(3) The following is the list of resolutions and agreements referred to in paragraph (2)(d)—

(a) a special resolution that—

(i) a private company should be re-registered as a public company;

(ii) a public company should be re-registered as a private limited company;

(iii) a private limited company should be re-registered as an unlimited company; or

(iv) an unlimited company should be re-registered as a limited company;

(b) a special resolution agreeing to the change of a company’s name;

(c) a special resolution required by section 37(6) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (requirements for an existing company to become a community interest company);

(d) a resolution or agreement as altered by an enactment other than an enactment amending the general law, required to be delivered to the registrar under section 34 of the Companies Act 2006;

(e) a resolution or agreement as altered by an order of a court or other authority, required to be delivered to the registrar under section 35 or 999 of that Act;

(f) a special resolution under section 88(2) of that Act requiring the register to be amended so that it states that a company’s registered office is to be situated in Wales;

(g) a special resolution under section 626 of that Act (reduction of capital in connection with redenomination);

(h) a special resolution under section 641(1)(a) of that Act (resolution for reducing the share capital of a private limited company supported by solvency statement);

(i) a resolution under section 664(1) of that Act that a public company should be re-registered as a private company to comply with section 662.

(4) For the purposes of paragraph (2)(g), “revised accounts” and “revised report” have the meanings given in regulation 2 of the Companies (Revision of Defective Accounts and Reports) Regulations 2008.

(5) Regulation 4 of the Companies (Welsh Language Forms and Documents) Regulations 1994(7) is revoked.

(1)

2004 c.27; section 34 was amended by S.I. 2007/1093, 2007/2194, 2008/948.

(2)

Part 15 was amended by S.I. 2007/2932, 2008/393, 2008/948.

(3)

S.I. 2005/1788, amended by S.I. 2007/1093; there are other amending instruments but none is relevant.

(4)

S.I. 2008/373.

(5)

S.I. 2008/410.

(6)

Section 37 was amended by paragraph 7 of Schedule 4 to S.I 2007/1093 and by paragraph 105 of Schedule 4 to S.I. 2007/2194.

(7)

S.I. 1994/117; relevant amending instruments are S.I. 1994/727, 1994/734. By virtue of S.I. 2006/3428, regulation 4 has effect with adaptations as if made under section 1104(2) of the Companies Act 2006.