1.  These Regulations may be cited as the Companies (Forms) (No. 2) Regulations 1991, and shall come into force on 25th May 1991.

2.  In these Regulations—

• a reference to a numbered section is a reference to a section of the Companies Act 1985(1); and

• “company” includes any body corporate to which sections 363 to 365 are applied by any enactment.

3.—(1) Form 363a and, subject to paragraph (6), forms 363b and 363s in Schedule 2 to these Regulations, with such variations as circumstances require, are forms prescribed for the purposes of section 363(2).

(2) Subject to paragraph (6), form 363s in Schedule 2 to these Regulations is a form prescribed for the purposes of section 190(5), so far as it includes provision for the notification of the place where any register of holders of debentures of a company or any duplicate of any such register or part of any such register is kept and for the notification of any change in that place.

(3) Subject to paragraph (6), forms 363b and 363s in Schedule 2 to these Regulations are forms prescribed for the purposes of section 287(3), so far as they include provision for the notification of a change in the situation of a company’s registered office.

(4) Subject to paragraph (6), form 363s in schedule 2 to these Regulations is a form prescribed for the purposes of section 288(2), so far as it includes provision for the notification of any change among a company’s directors or its secretary or any change in the particulars contained in the register of directors and secretaries kept by the company, but not for the purpose of notifying the appointment of a new director or secretary.

(5) Subject to paragraph (6), form 363s in Schedule 2 to these Regulations is a form prescribed for the purposes of section 353(2), so far as it includes provision for the notification of the place where a company’s register of members is kept and of any change in that place.

(6) Forms 363b and 363s are prescribed as forms only where such a form has been delivered to a company by the registrar of companies for the purposes of an annual return by that company.

(7) A form 288 prescribed by the Companies (Forms Amendment No. 2 and Company’s Type and Principal Business Activities) Regulations 1990(2) for the purposes of section 288(2) if annexed to a return in form 363s in Schedule 2 to these Regulations is a prescribed form for the purposes of section 363(2) so far as it gives information required by section 364(1)(d) to (f).

SCHEDULE 1

The Companies Act 1985, sections 190(5), 287(3), 288(2), 353(2), 363(2), 364(2) and (3), and 744(3).

SCHEDULE 2

Explanatory Note

(This note is not part of the Regulations)

These Regulations prescribe additional annual return forms which differ from those prescribed in the Company (Forms Amendment No. 2 and Company’s Type and Principal Business Activities) Regulations 1990 in that they do not refer to the currently prescribed £25 registration fee. This is to avoid the need to amend the forms every time the registration fee is altered.

These regulations also permit the additional annual return forms to be used for the purpose of notifying certain information and changes, in the same way as the forms prescribed in 1990. The additional annual return forms can be used to notify changes in a company’s directors and secretary (other than the appointment of a new director or secretary) and changes in their particulars. They can be used to notify the place where the register of members is kept and the place where any register of debenture holders or duplicate of such a register is kept, and any change in these places. They can also be used to notify a change in the situation of a company’s registered office. Finally the Regulations also permit particulars of directors to be given in the additional annual return form 363s by giving them in a form 288 annexed to it, in the same way as those particulars may be given in a form 288 annexed to the annual return form 363s which was prescribed in 1990.