82 Amalgamation and transfer of engagements. U.K.
(1)Any two or more registered societies may, by special resolution of each of them, become amalgamated together as one society with or without any dissolution or division of the funds of those societies or any of them.
(2)A registered society may, by special resolution, transfer [F1to any extent] its engagements to any other registered society which, by special resolution or in such other manner as may be authorised by its rules, undertakes to fulfil those engagements.
(3)A registered society may by special resolution determine to transfer [F1to any extent] its engagements to a company [F2registered under the Companies Act 2006] [F1or to an industrial and provident society].
[F3(3A)A registered society, in order to transfer some but not all of its engagements, must in addition to passing the special resolution required by subsection (2) or (3) above resolve to do so by an affected members’ resolution, that is, a resolution passed by the appropriate majority of the members whose engagements with the society are included in the transfer and who, under the rules of the society, would be entitled to vote on a special resolution.
(3B) In subsection (3A) above, “ appropriate majority ” means a majority consisting of not less than three quarters of those members who vote. ]
[F4(4)Before a registered friendly society becomes amalgamated with, or transfers its engagements to, another friendly society in pursuance of subsection (1) or subsection (2) above, or transfers its engagements to a company in accordance with subsection (3) above, information relating to the terms of the proposed amalgamation or transfer shall be given to the members of the society—
(a)by sending to each member of the society, not less than fourteen days before the date of the general meeting at which the resolution for the amalgamation or transfer is to be proposed, a notice in terms approved for the purpose by the Chief Registrar; or
(b)if the Chief Registrar so allows in the case of all or any of the members of the society, by placing an advertisement, in terms approved for the purpose by him, in such newspaper or newspapers, and at such time or times, as he may specify.]
(5)If a registered society transfers all its engagements [F5to a company under the Companies Acts], the registration of that society under this Act shall thereupon become void and shall be cancelled by the [F6FCA].
(6)A registered society consisting wholly of members under twenty one and a registered society or branch or branches of a society having members above twenty-one may, by resolutions registered in the manner required for the registration of an amendment of rules, become amalgamated together as one society or branch, or provide for distributing among several branches the members of a society consisting wholly of members under twenty-one; and the preceding provisions of this section shall not apply to such an amalgamation.
(7)An amalgamation or transfer of engagements in pursuance of any of the provisions of this section shall not prejudice any rights of a creditor of any registered society which is a party thereto.
[F7(8)This section does not apply to an amalgamation of or transfer of engagements by a registered friendly society.
(9) In this section “ industrial and provident society ” means a society [F8that is a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014, or is a society registered or deemed to be registered under] the Industrial and Provident Societies Act (Northern Ireland) 1969. ]
Textual Amendments
F1Words in s. 82(2)(3) inserted and added (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 29(2)(3)(a)(b) (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 3 (with arts. 5, 6).
F2Words in s. 82(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 29(2) (with art. 10)
F3S. 82(3A)(3B) inserted (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 29(4) (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 3 (with arts. 5, 6).
F4S. 82(4) repealed (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 120(2), Sch. 22 Pt. I (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 3 appendix (with arts. 5, 6).
F5Words in s. 82(5) repealed (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 120(2), Sch. 22 Pt. I (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 3 appendix. (with arts. 5, 6)
F6Words in s. 82(5) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 5 para. 2(1)(a)(2)(k) (with Sch. 12)
F7S. 82(8)(9) added (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 29(5) (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 3 (with arts. 5, 6).
F8Words in s. 82(9) substituted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 27 (with Sch. 5)
Modifications etc. (not altering text)
C1S. 82 extended by S.I. 1987/2132, reg. 28(7)