Friendly Societies Act 1992

Valid from 13/09/1993

Section 85.

SCHEDULE 15 U.K. Amalgamations, Transfers of Engagements and Conversion: Supplementary

Part I U.K. Provision of Information to Members

Part II U.K. Confirmation by Commission

Applications for confirmation U.K.

5 (1) An application by a friendly society for confirmation by the Commission—

(a) of an amalgamation under section 85 above,

(b) of a transfer of engagements of a friendly society under section 86 above, or

(c) of the conversion of a friendly society into a company under section 91 above,

shall be made in such manner as may be prescribed, with respect to applications under that section, in regulations made by the Commission with the consent of the Treasury.

(2) An application for confirmation of an amalgamation shall be made jointly by the friendly societies concerned.

6 (1) Where a friendly society applies for confirmation of an amalgamation, transfer or conversion, it shall publish a notice of the application—

(a) in one or more of the London Gazette, the Edinburgh Gazette or the Belfast Gazette, as the Commission directs, and,

(b) if it so directs, in one or more newspapers.

(2) The notice shall—

(a) state that any interested party has the right to make representations to the Commission with respect to the application;

(b) specify a date determined by the Commission before which any written representations or notice of a person’s intention to make oral representation must be received by the Commission; and

(c) specify a date determined by the Commission as the day on which it intends to hear any oral representations.

(3) Where a friendly society participating in a transfer is required under section 88 above to furnish an actuary’s report, the society shall publish a notice in the manner required by sub-paragraph (1) above—

(a) stating that such a report has been obtained;

(b) stating the addresses of the offices of the society at which copies of the report shall be available for inspection for a period of not less than 21 days beginning with the date of the first publication of the notice; and

(c) containing such particulars of any other matter relating to the report which the Commission requires in the case of the transfer in question;

and such a society may include the notice required by this sub-paragraph in the notice required by sub-paragraph (1) above.

Confirmation of transfers of engagements U.K.

13 (1) The Commission shall not confirm a transfer in any case where the transferee is required by section 87 above to furnish the Commission with a report unless it is satisfied that the transferee will (after taking the proposed transfer into account)—

(a) where the report is furnished under section 87(2), possess the margin of solvency required by section 48 above;

(b) where the report is furnished under section 87(3), possess an excess of assets over liabilities.

(2) The Commission shall not confirm a transfer of any engagements the fulfilment of which will constitute the carrying on of insurance business in the United Kingdom in any case where the transferee is a person to whom Part II of the M1 Insurance Companies Act 1982 applies unless the Secretary of State certifies that the transferee will, after taking the proposed transfer into account, possess any margin of solvency required by that Part of that Act.

14 The Commission shall not confirm a transfer of any engagements the fulfilment of which will constitute the carrying on in the United Kingdom of insurance business unless it is satisfied—

(a) that the proposed transferee will be able to fulfil the engagements without authorisation under Part I of the Insurance Companies Act 1982 or section 32 of this Act; or

(b) that there is no substantial risk that the proposed transferee will not have such authorisation as will permit it to fulfil them.

15 (1) This paragraph applies to a transfer of engagements (other than contracts of reinsurance) the effecting of which constituted the carrying on of general business.

(2) The Commission shall not confirm such a transfer if it is to a transferee who is or will be authorised under Part I of the M2 Insurance Companies Act 1982 to carry on in the United Kingdom insurance business and whose head office is situated in another member State, unless the supervisory authorities of that State certify that the transferee will, after taking the proposed transfer into account, possess the margin of solvency required for compliance with the first general insurance Directive.

(3) The Commission shall not confirm such a transfer in relation to engagements entered into by way of provision of insurance in another member State unless—

(a) the transferee fulfils or will fulfil the conditions mentioned in Articles 13 to 16 of the second general insurance Directive in the member State where the risk is situated; and

(b) the supervisory authorities of that member State agree to the transfer.

(4) The Commission shall not confirm such a transfer, in relation to engagements which cover risks situated in the United Kingdom, to a transferee who is not or will not be authorised under section 32 above or Part I of the Insurance Companies Act 1982 unless—

(a) the transferee is an insurance company established in another member State which is or will be entitled in accordance with section 81B of the Insurance Companies Act 1982 to provide insurance in the United Kingdom in respect of those risks through that establishment; and

(b) the supervisory authorities of the member State of that establishment agree to the transfer.

(5) The Commission shall not confirm such a transfer, in relation to engagements which cover risks situated in another member State, to a transferee who is not or will not be authorised under section 32 above or Part I of the Insurance Companies Act 1982 unless—

(a) the transferee is an insurance company established in another member State and the supervisory authorities of that member State agree to the transfer; and

(b) where the risk is not situated in the transferee’s member State of establishment—

(i) the transferee fulfills the conditions mentioned in Articles 13 to 16 of the second general insurance Directive in the member State where the risk is situated;

(ii) the law of that member State provides for the possibility of such a transfer; and

(iii) the supervisory authorities of that member State agree to the transfer.

Marginal Citations

M2 1982 c.50.

[F1 15A (1) This paragraph applies to a transfer by a friendly society to which section 37(2) above applies of engagements (other than contracts of reinsurance) the effecting of which constituted the carrying on of long term business.

(2) The Commission shall not confirm such a transfer if it is to a transferee who is or will be authorised under Part I of the Insurance Companies Act 1982 F2 to carry on in the United Kingdom insurance business and whose head office is situated in another member State, unless the supervisory authorities of that State certify that the transferee will, after taking the proposed transfer into account, possess the margin of solvency required for compliance with the first life Directive.

(3) The Commission shall not confirm such a transfer in relation to engagements entered into by way of provision of insurance in another member State unless—

(a) the transferee fulfils or will fulfil the conditions mentioned in Articles 11, 12, 14 and 16 of the second life Directive in the member State in which the commitment is situated; and

(b) the supervisory authorities of that member State agree to the transfer.

(4) The Commission shall not confirm such a transfer, in relation to engagements which cover commitments situated in the United Kingdom, to a transferee who is not or will not be authorised under section 32 above or Part I of the Insurance Companies Act 1982 unless—

(a) the transferee is an insurance company established in another member State which is or will be entitled in accordance with section 81B of the Insurance Companies Act 1982 to provide insurance in the United Kingdom in respect of those commitments through that establishment; and

(b) the supervisory authorities of the member State of that establishment agree to the transfer.

(5) The Commission shall not confirm such a transfer, in relation to engagements which cover commitments situated in another member State, to a transferee who is not or will not be authorised under section 32 above or Part I of the Insurance Companies Act 1982 unless—

(a) the transferee is an insurance company established in another member State and the supervisory authorities of that member State agree to the transfer; and

(b) where the commitment is not situated in the transferee’s member State of establishment—

(i) the transferee fulfils the conditions mentioned in Articles 11, 12, 14 and 16 of the second life Directive in the member State in which the commitment is situated;

(ii) the law of that member State provides for the possibility of such a transfer; and

(iii) the supervisory authorities of that member State agree to the transfer.]

16 The Commission shall not confirm a transfer to a friendly society of engagements the fulfilment of which will constitute the carrying on in the United Kingdom of non-insurance business of any description unless it is satisfied that there is no substantial risk that the society will not be authorised under section 32 above to carry on non-insurance business of that description.

Valid from 01/09/1994

[F3 Rights of policy holders] U.K.

Textual Amendments

F3 Sch. 15 para. 16A and Cross-heading inserted (1.9.1994) by S.I. 1994/1984, reg. 25, Sch. 4 para. 5

[F4 16A (1) This paragraph applies where the Commission confirms a transfer in accordance with paragraph 15 above and either–

(a) as regards any policy included in the transfer, a member State other than the United Kingdom is the member State in which the risk is situated; or

(b) as regards any EFTA policy included in the transfer, and EEA State other than the United Kingdom is the EEA State in which the risk is situated.

(2) The Commission shall direct that–

(a) notice of its decision, and of the execution of any instrument giving effect to the transfer, shall be published in the member State or, as the case may be, the EEA State in which the risk is situated; and

(b) the notice shall specify the period during which the policy holder may exercise any right to cancel the policy;

and the instrument shall not bind the policy holder if either such a notice is not so published or the policy holder exercises any such right during the period so specified.

(3) The law of the member State or, as the case may be, the EEA State in which the risk is situated shall determine–

(a) whether the policy holder has a right to cancel the policy; and

(b) the conditions applicable to any such right.]

Textual Amendments

F4 Sch. 15 para. 16A inserted (1.9.1994) by S.I. 1994/1984, reg. 25, Sch. 4 para. 5

[F5 16B (1) This paragraph applies where the Commission confirms a transfer in accordance with paragraph 15A above and either–

(a) as regards any policy included in the transfer, a member State other than the United Kingdom is the State in which the commitment is situated; or

(b) as regards any EFTA policy included in the transfer, an EEA State other than the United Kingdom is the State in which the commitment is situated.

(2) The Commission shall direct that–

(a) notice of the making of any order, or the execution of any instrument, giving effect to the transfer shall be published in the member State or, as the case may be, the EEA State which is the State in which the commitment is situated; and

(b) the notice shall specify the period during which the policy holder may exercise any right to cancel the policy;

and the instrument or order shall not bind the policy holder if either such a notice is not so published or the policy holder exercises any such right during the period so specified.

(3) The law of the member State or, as the case may be, the EEA State which is the State in which the commitment is situated shall determine–

(a) whether the policy holder has a right to cancel the policy; and

(b) the conditions applicable to any such right.]

Textual Amendments

F5 Sch. 15 para. 16B inserted (1.9.1994) by S.I. 1994/1984, reg. 25 Sch. 4 para. 6

Effect of failure to comply with relevant requirements U.K.

17 U.K. A failure to comply with a relevant requirement of this Act or any rules of a friendly society shall not invalidate any amalgamation, transfer of engagements or conversion; but a society which—

(a) participates in an amalgamation or transfer or converts into a company; and

(b) fails without reasonable excuse to comply with such a requirement;

shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale.

Interpretation U.K.

18 In this Part of this Schedule—

(a) expressions which are defined in section 81A or 96A of the M3 Insurance Companies Act 1982 (interpretation of expressions derived from European Directives relating to insurance) have the same meaning as they have for the purposes of that Act;

(b) “relevant requirement”, with reference to this Act or the rules of a friendly society means a requirement of this Part of this Act or of any rules prescribing the procedure to be followed by the society in approving or effecting an amalgamation or transfer of engagements or its conversion into a company.

Marginal Citations

M3 1982 c.50