Regulation of Registered Social Landlords (Wales) Act 2018

4 Amalgamation and other structural changes

(1) Schedule 1 to the 1996 Act is amended as follows.

(2) In paragraph 12 (amalgamation and dissolution), in sub-paragraph (2)—

(a) for “The Financial Conduct Authority shall not register a special resolution which is” substitute “The society must notify the Welsh Ministers of a special resolution which it has”, and

(b) omit the words from “unless” to the end of the sub-paragraph.

(3) In paragraph 12, after sub-paragraph (2) insert—

“(2A) On giving notification under sub-paragraph (2), a society must also provide the Welsh Ministers with a statement about the consultation carried out by the society with its tenants before passing the resolution to which the notification relates.

(2B) But the requirement in sub-paragraph (2A) does not apply in respect of a resolution passed for the purposes of paragraph (a) of section 112(1) of the 2014 Act (conversion of society into a company).”

(4) In paragraph 12, in sub-paragraph (4), for the words from “the resolution has no effect” to the end of the sub-paragraph substitute “the society must notify the Welsh Ministers of the resolution.”

(5) In paragraph 12, for sub-paragraph (5) substitute—

“(5) If an instrument of dissolution is approved in accordance with section 119(3) of the 2014 Act (dissolution of society by instrument), the society to which the instrument relates must notify the Welsh Ministers of the approval.”

(6) In paragraph 12, omit sub-paragraph (6).

(7) In paragraph 13 (arrangement, reconstruction, etc.), for sub-paragraphs (2) to (5) substitute—

“(2) If a court makes an order under section 899 of the Companies Act 2006 (sanction of compromise or arrangement with creditors or members) in relation to the company, the company must notify the Welsh Ministers of the order.

(3) If a court makes an order under section 900 of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation) in relation to the company, the company must notify the Welsh Ministers of the order.

(4) If the company passes a resolution under section 115 of the Co-operative and Community Benefit Societies Act 2014 (conversion of company into registered society), the company must notify the Welsh Ministers of the resolution.

(5) If a voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in relation to a company, the company must notify the Welsh Ministers of the proposal.”

(8) In paragraph 13, in sub-paragraph (6), for the words from “the resolution has no effect” to the end of the sub-paragraph substitute “the company must notify the Welsh Ministers of the resolution.”

(9) In paragraph 13, omit sub-paragraph (7).

(10) Omit paragraph 14 (Welsh Ministers’ power to petition for winding up).