Housing (Scotland) Act 2010 (asp 17)

Part 8 S Registered social landlords: organisational change etc.

Companies: restructuring and winding up S

100 Restructuring and winding up of companies S

(1) This group of sections applies to a registered social landlord which is a registered company.

F1 (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F1 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F1 S. 100(2)(3) repealed (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(7), 11(2); S.S.I. 2018/253, reg. 2(2)

Commencement Information

I1 S. 100 in force at 1.4.2012 by S.S.I. 2012/39, art. 2, Sch. 1 (with Sch. 2)

[F2 100A Restructuring by company: proposed restructuring S

(1) [F3 Subsections (2) and (3) apply] where—

(a) a court order is made in respect of the company under section 896 of the Companies Act 2006,

(b) the meeting summoned by the court order is to agree a restructuring of a type mentioned in section 900(1) of that Act, F4 ...

[F5 (c) the restructuring will result in a tenant under a Scottish secure tenancy ceasing to be a tenant of the company in respect of which the order is made, and

(d) the company is not being wound up and is not in administration.]

(2) The company must comply with sections 115 to 120 (as applied by subsection (3)) in relation to the proposed restructuring.

(3) Sections 115 to 120 apply in relation to a proposed restructuring to which [F6 this subsection] applies as they apply in relation to a proposed disposal to which section 107(4) applies, subject to the modification that section 115A(2) has effect as if, for paragraph (b), there were substituted—

“(b) before the meeting summoned by the court order under section 896 of the Companies Act 2006 takes place,”.]

[F7 (4) Subsections (5) and (6) apply where—

(a) a court order is made in respect of the company under section 901C(1) of the Companies Act 2006,

(b) the meeting summoned by the court order is to agree a restructuring of a type mentioned in section 901J(1) of that Act,

(c) the restructuring will result in a tenant under a Scottish secure tenancy ceasing to be a tenant of the company in respect of which the order is made, and

(d) the company is not being wound up and is not in administration.

(5) The company must comply with sections 115 to 120 (as applied by subsection (6)) in relation to the proposed restructuring.

(6) Sections 115 to 120 apply in relation to a proposed restructuring to which this subsection applies as they apply in relation to a proposed disposal to which section 107(4) applies, subject to the modification that section 115A(2) has effect as if, for paragraph (b), there were substituted—

“(b) before the meeting summoned by the court order under section 901C of the Companies Act 2006 takes place,”]

Textual Amendments

F2 S. 100A inserted (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(8), 11(2); S.S.I. 2018/253, reg. 2(2)

F3 Words in s. 100A(1) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 47(2)(a) (with ss. 2(2), 5(2))

F4 Word in s. 100A(1) omitted (26.6.2020) by virtue of Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 47(2)(b) (with ss. 2(2), 5(2))

F5 S. 100A(1)(c)(d) substituted (26.6.2020) for s. 100A(1)(c) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 47(2)(c) (with ss. 2(2), 5(2))

F6 Words in s. 100A(3) substituted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 47(3) (with ss. 2(2), 5(2))

F7 S. 100A(4)-(6) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 47(4) (with ss. 2(2), 5(2))

[F8 101 Restructuring of company S

(1) This section applies where—

(a) a court order is made in respect of a company under section 899 or 900 of the Companies Act 2006, and

(b) the restructuring to which the order relates is of a type mentioned in section 900(1) of that Act.

[F9 (1A) This section also applies where—

(a) a court order is made in respect of a company under section 901F or 901J of the Companies Act 2006, and

(b) the restructuring to which the order relates is of a type mentioned in section 901J(1) of that Act.]

(2) Where section 100A applies in relation to a restructuring, a court order mentioned in subsection (1) [F10 or (1A)] in relation to the same restructuring has effect only if—

(a) the company confirms the matters mentioned in subsection (3), and

(b) a copy of the confirmation accompanies the copy of the order delivered to the registrar of companies in accordance with section 900(6) [F11 or (as the case may be) section 901J(6)] of the Companies Act 2006.

(3) The matters are that, before the order was made—

(a) the company complied with sections 115 and 115A(1) (as applied by section 100A(3) [F12 or (6) (as the case may be)]), and

(b) a majority of tenants—

(i) voting in a ballot conducted under section 115A(1)(a) wish the restructuring to proceed, or, as the case may be,

(ii) whose written agreement to the restructuring was sought under section 115A(1)(b) have given that agreement.

(4) The company must, as soon as reasonably practicable after the order is made (and, in a case to which subsection (2) applies, no later than 28 days after that event), give notice of the restructuring to the Regulator.

(5) Where the whole or any part of the undertaking and property and liabilities of the company are transferred to another company in pursuance of an order under section 900 [F13 or 901J] of the Companies Act 2006, that other company is to be included in the register (and is to be treated as so included pending such inclusion).]

Textual Amendments

F8 S. 101 substituted (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(9), 11(2); S.S.I. 2018/253, reg. 2(2) (with reg. 8)

F9 S. 101(1A) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 48(2) (with ss. 2(2), 5(2))

F10 Words in s. 101(2) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 48(3)(a) (with ss. 2(2), 5(2))

F11 Words in s. 101(2)(b) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 48(3)(b) (with ss. 2(2), 5(2))

F12 Words in s. 101(3)(a) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 48(4) (with ss. 2(2), 5(2))

F13 Words in s. 101(5) inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 9 para. 48(5) (with ss. 2(2), 5(2))

[F14 102 Conversion of company into a registered society S

(1) This section applies in relation to the conversion of the company into a registered society under section 115 of the Co-operative and Community Benefit Societies Act 2014.

(2) The company must consult its tenants on the proposed conversion before passing a special resolution for the conversion of the company into a registered society under section 115 of that Act.

(3) Such a special resolution has effect only if—

(a) the company confirms that it consulted its tenants as mentioned in subsection (2), and

(b) a copy of the confirmation accompanies the resolution sent to the registrar of companies in accordance with section 115(5) of the Co-operative and Community Benefit Societies Act 2014.

(4) The company must, as soon as reasonably practicable after sending the resolution to the registrar of companies, give notice of the conversion to the Regulator.

(5) The new registered society created in pursuance of the resolution is to be included in the register (and is to be treated as so included pending such inclusion).

(6) The Regulator must issue guidance in relation to consultation for the purpose of subsection (2).

(7) A company must, in consulting tenants for that purpose, have regard to guidance issued under subsection (6).]

Textual Amendments

F14 S. 102 substituted (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(10), 11(2); S.S.I. 2018/253, reg. 2(2) (with reg. 8)

[F15 103 Company voluntary arrangement S

(1) This section applies in relation to a voluntary arrangement under Part 1 of the Insolvency Act 1986 in relation to the company.

(2) The company must consult its tenants about the voluntary arrangement before the arrangement is approved under section 4 of that Act.

(3) Such a voluntary arrangement does not take effect under section 5 of the Insolvency Act 1986 unless the company has consulted its tenants as mentioned in subsection (2).

(4) The company must, as soon as reasonably practicable after the voluntary arrangement takes effect, give notice of the arrangement to the Regulator.

(5) The Regulator must issue guidance in relation to consultation for the purpose of subsection (2).

(6) A company must, in consulting tenants for that purpose, have regard to guidance issued under subsection (5).]

Textual Amendments

F15 S. 103 substituted (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(11), 11(2); S.S.I. 2018/253, reg. 2(2)

[F16 104 Voluntary winding up of company S

(1) This section applies in relation to the voluntary winding up of the company under the Insolvency Act 1986.

(2) The company must consult its tenants on the proposed winding up before passing a special resolution for the winding up of the company under that Act.

(3) Such a special resolution is valid only if—

(a) the company confirms that it consulted its tenants as mentioned in subsection (2), and

(b) a copy of the confirmation accompanies the copy resolution sent to the registrar of companies in accordance with section 30 of the Companies Act 2006.

(4) The company must, as soon as reasonably practicable after sending the copy resolution to the registrar of companies, give notice of the voluntary winding up to the Regulator.

(5) The Regulator must issue guidance in relation to consultation for the purpose of subsection (2).

(6) A company must, in consulting tenants for that purpose, have regard to guidance issued under subsection (5).]

Textual Amendments

F16 S. 104 substituted (8.3.2019) by Housing (Amendment) (Scotland) Act 2018 (asp 13), ss. 6(12), 11(2); S.S.I. 2018/253, reg. 2(2) (with reg. 8)