Part 9

Amalgamations, conversions, dissolution etc

Conversion of company into society

Conversion of company into a registered society
115
1
A company registered under the Companies Acts may by special resolution determine to convert itself into a registered society.
2
The resolution must—
a
be accompanied by a copy of the society's rules, and
b
appoint 3 members of the company (“the appointed members”) to perform the functions mentioned in subsections (3) and (4).
3
The appointed members and the company's secretary (or, if it has no secretary, a director of the company) must sign the rules.
4
The resolution must provide either—
a
that the appointed members are authorised to accept any alterations to the rules made by the FCA without further consulting the company, or
b
that the appointed members must lay any such alterations before the company in general meeting for acceptance.
5
A copy of the special resolution and the society's rules must be sent to the FCA.
6
On registering the society under this Act, the FCA must (in addition to giving it an acknowledgement of registration under section 3) give it a certificate similarly sealed or signed that the society's rules have been registered.
7
The name under which the company is registered as a registered society must not include the word “company”.
8
A copy of the special resolution and the FCA's certificate must be sent to the registrar of companies, for registration by the registrar.
9
The conversion takes effect on the registrar registering the resolution and certificate.
10
On the conversion taking effect, the company's registration under the Companies Acts becomes void and the registrar must cancel the registration.
S. 115(2) modified by 1979 c. 34, s. 6(1A) (as inserted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 6(3) (with Sch. 5))
S. 115 modified by 1979 c. 34, s. 23(3) (as amended (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 13(3) (with Sch. 5))