Part 9Amalgamations, conversions, dissolution etc
Amalgamations and transfers of engagements between societies F1etc
C1109Amalgamation of societies
1
Any two or more registered societies may, by special resolution of each of them, become amalgamated together as one society.
2
The amalgamation may involve the dissolution, or division of the funds, of any of the societies.
3
On the amalgamation, the property of each of the societies vests in the amalgamated society without the need for any form of conveyance other than that contained in the special resolution.
4
Section 111 contains provisions about special resolutions under this section.
5
The amalgamation does not prejudice any right of a creditor of any of the societies.
C2110Transfer of engagements between societies
1
A registered society (society A) may by special resolution transfer its engagements to any other registered society which undertakes to fulfil those engagements (society B).
2
If the resolution approves the transfer of all or part of society A's property to society B, the property vests in society B without any conveyance or assignment (or, in Scotland, assignation).
3
Section 111 contains provisions about special resolutions under this section.
4
The transfer of engagements does not prejudice any right of a creditor of either society.
C3111Special resolutions under section 109 or 110
1
This section supplements sections 109 and 110.
2
A resolution is a “special resolution” if—
a
the resolution is passed at a general meeting by at least two-thirds of the eligible members who vote,
b
notice of this meeting (“the first meeting”), specifying the intention to propose the resolution, is duly given in accordance with the society's rules,
c
the resolution is confirmed at a subsequent general meeting by over half of the eligible members who vote,
d
notice of this meeting (“the second meeting”) is duly given, and
e
the second meeting is held at least 14 days, and no more than one month, from the day of the first meeting.
3
In subsection (2)—
a
“eligible member” means a member entitled under the society's rules to vote;
b
references to voting are to voting in person or, where the rules allow proxies, by proxy.
4
At a general meeting such as is mentioned in subsection (2), a declaration by the chair that the resolution has been carried is conclusive evidence of that fact.
5
Within 14 days from the day the special resolution is confirmed at the second meeting, the society must send the FCA a copy of it—
a
signed by the chair of the second meeting, and
b
countersigned by the society's secretary.
6
The FCA must register the copy of the special resolution received under subsection (5).
7
The special resolution does not take effect until the copy of it has been registered.
8
Nothing in subsection (5) invalidates registration after the end of the 14 days mentioned there.
9
If one or more of the societies is a PRA-authorised person, the FCA must send a copy of the special resolution to the PRA.
Word in s. 118 heading heading inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 3 para. 52(2) (with ss. 2(2), 5(2))