(1)A registered society may change its name by an amendment of its rules and in no other manner, but no amendment of the rules of a registered society which purports to change the name of the society shall be registered under section 18 of this Act unless that change has the approval in writing of the [F1FCA].
(2)No such change of name shall affect any right or obligation of the society or of any member thereof, and any pending legal proceedings may be continued by or against the trustees of the society, or any other officer who may sue or be sued on behalf of the society, notwithstanding its new name.
Textual Amendments
F1Words in s. 81(1) 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)(j) (with Sch. 12)
(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 [F2to 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 [F2to any extent] its engagements to a company [F3registered under the Companies Act 2006] [F2or to an industrial and provident society].
[F4(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. ]
[F5(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 [F6to a company under the Companies Acts], the registration of that society under this Act shall thereupon become void and shall be cancelled by the [F7FCA].
(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.
[F8(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 [F9that 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
F2Words 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).
F3Words 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)
F4S. 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).
F5S. 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).
F6Words 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)
F7Words 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)
F8S. 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).
F9Words 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)
Textual Amendments
F10S. 83 repealed (17.8.2001 for certain purposes, otherwise 1.12.2001) by S.I. 2001/2617, arts. 2(b), 8, 13(1)(2), Sch. 3 Pt. I para. 28, Sch. 4 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
(1)A registered society may by special resolution determine to convert itself into a company under [F11the Companies Act 2006].
(2)If a special resolution for converting a registered society into a company contains the particulars [F12required by subsection (1) of section 8 of the Companies Act 2006] to be contained in the memorandum of association of a company and a copy thereof has been registered [F13by the [F14FCA]], a copy of that resolution under the seal and stamp of the [F14FCA] shall have the same effect as a memorandum of association duly [F15authenticated as required by subsection (2) of that section].
(3)Subject to subsection (4) below, if a registered society is registered as a company under [F16the Companies Act 2006], the registration of that society under this Act shall thereupon become void and shall be cancelled by the [F14FCA].
(4)Registration of a registered society as a company shall not affect any right or claim subsisting against the society or any penalty incurred by the society; and—
(a)for the purpose of enforcing any such right, claim or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company; and
(b)every such right or claim, or the liability to any such penalty, shall have priority as against the property of the company over all other rights or claims against or liabilities of the company.
Textual Amendments
F11Words in s. 84(1) 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(3)(a) (with art. 10)
F12Words in s. 84(2) 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(3)(b)(i) (with art. 10)
F13Words in s. 84(2) substituted (17.8.2001 for certain purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 29(a)(i)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
F14Words in s. 84(2)(3) 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)(l) (with Sch. 12)
F15Words in s. 84(2) 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(3)(b)(ii) (with art. 10)
F16Words in s. 84(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(3)(c) (with art. 10)
Modifications etc. (not altering text)
C2By Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 31 (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 2, it is provided that s. 84 shall cease to apply (13.9.1993) to registered friendly societies.
(1)A registered society other than a registered friendly society may apply for registration under the [F18Co-operative and Community Benefit Societies Act 2014] if the proposal to apply for registration has been submitted to the members of the society for their consent by the procedure required for a proposal to amend the rules of the society and consent has been obtained in accordance with that procedure.
(2)On the registration under the [F18Co-operative and Community Benefit Societies Act 2014] of a registered society all property held immediately before that registration by any person in trust for the society or any branch of the society (whether or not a registered branch) shall become by virtue of this subsection property of the industrial and provident society.
(3)After its registration under that Act, the society shall continue to be entitled to all rights and subject to all liabilities to which it was entitled or subject immediately before registration.
(4)It is hereby declared for the avoidance of doubt that—
(a)the reference in subsection (2)(a) above to property includes a reference to property situated outside the United Kingdom; and
(b)the reference to rights and liabilities of such a society or branch includes a reference and liabilities under the law of any country or territory outside the United Kingdom.
(5)Not later than the end of the period of 90 days beginning with the day on which a registered society is registered under the [F18Co-operative and Community Benefit Societies Act 2014]—
(a)the trustees of the society shall deliver to the registered office of the industrial and provident society any property of the registered society or any branch of the registered society held by them and any documents relating to the property, rights and liabilities of the registered society or to its financial affairs;
(b)the trustees of any branch of the registered society shall deliver to that office any property of the branch or any other branch of the society held by them and any documents relating to the property, rights and liabilities of the branch or to its financial affairs; and
(c)if he holds property on trust for the society or any branch of the society, the Public Trustee shall deliver to that office the property so held by him and any documents relating to it;
but nothing in this Act shall have effect to relieve the trustees of a registered society or branch or the Public Trustee from any liability arising from acts or omissions before that registration.
(6) If a registered society is registered under the [F18Co-operative and Community Benefit Societies Act 2014], the registration of that society under this Act shall thereupon become void and shall be cancelled by the [F19FCA] .
(7)Schedule 6A to this Act shall have effect to supplement this section.
(8)In the application of this section to Northern Ireland, references in this section and Schedule 6A to the [F18Co-operative and Community Benefit Societies Act 2014] shall be construed as references to the Industrial and Provident Societies Act (Northern Ireland) 1969.]
Textual Amendments
F17S. 84A inserted ((1.2.1993) except paragraph (8), (1.1.1994) to the extent that it inserts section 84A(8)) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 32 (with ss. 7(5) and 93(4)); S.I. 1993/16, art. 2, Sch. 3; S.I. 1993/3226, art. 2, Sch. 2.
F18Words in s. 84A substituted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 28 (with Sch. 5)
F19Words in s. 84A(6) 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)(m) (with Sch. 12)
(1)By a resolution passed by a majority of the members or delegates present and entitled to vote at any general meeting, of which notice specifying the intention to propose any such resolution has been duly given according to the rules, a registered society may determine to become a branch of any other registered society and also, if thought fit, of any registered branch thereof.
(2)If the rules of the society do not comply with all the provisions of this Act and of the Treasury regulations in respect of the registration of branches, the meeting at which any such resolution is passed as is referred to in subsection (1) above may amend the rules so as to bring the rules into compliance with this Act and with the Treasury regulations.
(3)Where such a resolution as is referred to in subsection (1) above has been passed at a general meeting of a registered society, there shall be sent to the [F20FCA]—
(a)a copy of the rules of the society marked to show the amendments, if any, made at the meeting, and
(b)two copies of the resolution and of any such amendment of rules, each signed by the chairman of the meeting and by the secretary of the society and countersigned by the secretary of the society of which it is to become a branch.
(4)If the [F20FCA] finds that the rules of a society, with or without any such amendment as is referred to in subsections (2) and (3) above, comply with the provisions of this Act and of the Treasury regulations, [F21it] shall—
(a)without further request or notice, cancel the registration of the society and register it as a branch of the other society referred to in the resolution in question and also, if it is so specified in that resolution, of any branch of that other society; and
(b)without further application or evidence, register any such amendment of rules;
and until such registration the resolution shall not take effect.
[F22(4A)Before making a finding under subsection (4) in relation to a society which is a PRA-authorised person, the FCA must consult the PRA.]
(5)Notwithstanding anything in section 91(6) below, publication of a notice of any cancellation of registration under this section shall not be required.
(6)The rules of a society which becomes a branch under this section shall, so far as they are not contrary to any express provision of this Act or of the Treasury regulations, and subject to any such amendment thereof as is referred to in the preceding provisions of this section, continue in force as the rules of the branch until amended.
Textual Amendments
F20Words in s. 85(3)(4) 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)(n) (with Sch. 12)
F21Word in s. 85(4) substituted (17.8.2001 for certain purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 31(b) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
F22S. 85(4A) inserted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 5 para. 12 (with Sch. 12)
(1)[F23Subject to subsection (2A) below] For the purposes of this Act a special resolution, in relation to a registered society [F23or branch], is a resolution passed—
(a)at a general meeting of which notice, specifying the intention to propose that resolution, has been duly given in accordance with the society’s rules, and
(b)by not less than three-quarters of those members of the society for the time being entitled under the society’s rules to vote who vote either in person or by proxy at the meeting or, in the case of a meeting of delegates appointed by members, by not less than three-quarters of the delegates who vote at the meeting.
(2)Notwithstanding anything to the contrary in the rules of a registered society, at any such general meeting as is referred to in subsection (1)(a) above, other than a meeting of delegates, proxy voting shall be permitted on any resolution which, if passed as mentioned in subsection (1)(b) above, would be a special resolution, and the procedure adopted by a registered society for proxy voting on any such resolution shall comply with any requirements imposed by the [F24Treasury] by regulations made under this section.
[F25(2A) For the purposes of this Act “ special resolution ”, in relation to a registered friendly society, shall be construed in accordance with paragraph 7 of Schedule 12 to the 1992 Act. ]
(3)A copy of every special resolution for any of the purposes mentioned in this Act, signed by the chairman of the meeting and countersigned by the secretary, shall be sent to the [F26FCA] and, subject to subsection (4) below, shall be [F27registered by it]; and until that copy is so registered the special resolution shall not take effect.
(4)Where, in accordance with subsection (3) above, there is sent to the [F26FCA] a copy of a special resolution passed at a meeting of a registered friendly society for the purpose referred to in subsection (1), subsection (2) or subsection (3) of section 82 above, the resolution shall not be registered (and accordingly shall not take effect) before the expiry of the period of six weeks beginning with the date on which it is received [F28by the [F26FCA]].
Textual Amendments
F23Words in s. 86(1) inserted (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 33(a) (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2(1), Sch. 3 (with art. 5).
F24Word in s. 86(2) substituted (17.8.2001 for certain purposes, otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 32(a) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
F25S. 86(2A) inserted (13.9.1993) by Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 33(b) (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2(1), Sch. 3 (with art. 5).
F26Words in s. 86(3)(4) 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)(o) (with Sch. 12)
F27Words in s. 86(3) substituted (17.8.2001 for certain purposes, otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 32(b)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
F28Words in s. 86(3)(4) substituted (17.8.2001 for certain purposes, otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 32(b)(i)(c)(i)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
Modifications etc. (not altering text)
C3S. 86(2): functions transferred to the Treasury (1.12.2001) by S.I. 2001/2617, arts. 2(b), 4(1), Sch. 1 Pt. I (with art. 5); S.I. 2001/3538, art. 2(1)