The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

Industrial and Provident Societies Act 1965 (c. 12)

14.—(1) The Industrial and Provident Societies Act 1965 is amended as follows.

(2) In section 1(2)(b)(1) (conditions of registration: special reasons making registration as company not appropriate), for “the Companies Act 1985” substitute “the Companies Acts”.

(3) In section 7E(1)(b)(2) (invalidity of certain transactions), omit “or a company with whom such a member is associated”.

(4) In section 7F(3) (interpretation of section 7E)—

(a) omit subsection (2);

(b) in subsection (3)—

(i) for “Section 346(2) to (8) of the Companies Act 1985” substitute “Sections 252 to 255 of the Companies Act 2006”, and

(ii) omit “or to a committee member’s being “associated with” a company”.

(5) In section 39(4) (annual return), for “section 55(b)” substitute “section 55(1)(b)”.

(6) In section 52(2)(4) (conversion into, amalgamation with or transfer of engagements to company)—

(a) for “the Companies Act 1985” substitute “the Companies Acts”, and

(b) for “signed and attested under the said Act of 1985” substitute “authenticated under the Companies Acts”.

(7) In section 53 (conversion of company into registered society)—

(a) in subsection (2)(5) after “together with the secretary” insert “(or if the company has no secretary, a director)”;

(b) in subsection (4)(6)—

(i) omit “under the seal of the company”, and

(ii) for “to the office of the registrar of companies within the meaning of the Companies Act 1985” substitute “to the registrar of companies”;

(c) in subsection (6) omit “aforesaid”.

(8) For section 55 (dissolution of registered society) substitute—

“Dissolution of society

55.— (1) A registered society may be dissolved—

(a) on its being wound up in pursuance of an order or resolution made as is directed in the case of companies registered under the Companies Acts, or

(b) in accordance with section 58 of this Act, by an instrument of dissolution to which not less than three-fourths of the members of the society have given their consent testified by their signatures to the instrument.

(2) The provisions relating to the winding up of companies registered under the Companies Acts have effect in relation to a registered society as if the society were such a company, subject to the following modifications—

(a) any reference to the registrar of companies shall be read as a reference to the Authority;

(b) any reference to a company registered in Scotland shall be read as a reference to a society registered under this Act whose registered office is situated in Scotland;

(c) if the society is wound up in Scotland, the court having jurisdiction is the sheriff court within whose jurisdiction the society’s registered office is situated.

(3) A copy of any resolution passed for the voluntary winding up of a registered society must be sent by the society to the Authority within 15 days after it is passed.

For the purposes of section 62 of this Act (offences by officers etc) as it applies in relation to a failure to comply with this subsection, a liquidator of the society shall be treated as an officer of it.

(4) A copy of any resolution passed for the voluntary winding up of a registered society must be annexed to every copy of the registered rules of the society issued after the passing of the resolution.

(5) This section has effect subject to section 59 of this Act (restriction on dissolution or cancellation of registration).”.

(9) In section 57 (winding up), for “section 55(a)” substitute “section 55(1)(a)”.

(10) In section 58(1) (instrument of dissolution), for “section 55(b)” substitute “section 55(1)(b)”.

(11) In section 74(1) (interpretation), for the definition of “Companies Acts” substitute—

““the Companies Acts” means the Companies Acts as defined in section 2(1) of the Companies Act 2006 or any law for the like purposes in force in any of the Channel Islands and includes corresponding earlier Acts or laws;”.

(1)

Section 1(2)(b) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

(2)

Section 7E was inserted by the Co-operatives and Community Benefit Societies Act 2003 (c.15), section 3.

(3)

Section 7F was inserted by the Co-operatives and Community Benefit Societies Act 2003 (c.15), section 3.

(4)

Section 52(2) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 2001/2617, Schedule 3, paragraphs 214, 215(i) and 228(a).

(5)

Section 53(2) was amended by S.I. 1996/1738, article 3(3) and S.I. 2001/2617, Schedule 3, paragraphs 214 and 215(i).

(6)

Section 53(4) was amended by S.I. 2001/2617, Schedule 3, paragraphs 214 and 215(i) and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.