A society whose members consist solely of two or more registered societies may be registered under this Act if the application for registration is signed by the secretary of each (or, if more than two, of each of any two) of the constituent societies and is accompanied by two printed copies of the rules of the society sought to be registered.

On being satisfied that a society has complied with the provisions of this Act as to registration thereunder, the registrar shall issue to the society an acknowledgement of registration in the prescribed form which shall be conclusive evidence that the society is duly registered under this Act unless it is proved that the registration of the society has been cancelled or is for the time being suspended.

No society shall be registered under this Act under a name which in the opinion of the registrar is undesirable.

Subject to subsection (5), the word “Limited” shall be the last word in the name of every society registered under this Act.

No change in the name of a registered society shall affect any right or obligation of the society, or of any member thereof, and any pending legal proceedings may be continued by or against the society notwithstanding its new name.

If the registrar is satisfied that the objects of a society applying for registration under this Act or of a registered society are wholly charitable or benevolent, he may register the society by a name which does not contain the word “Limited” or, as the case may be, permit the society to change its name to one which does not contain that word; but if it subsequently appears to the registrar that the society, whether in consequence of a change in its rules or otherwise, is not being conducted wholly for charitable or benevolent objects, he may direct that the word “Limited” be added as the last word in the name of the society and shall notify the society accordingly.

Where subsection (2) or (3) applies to any society, the society's committee shall not have power to vary or revoke the resolution referred to in that subsection; but upon the registration after the passing of this Act under section 9 of any amendment of the society's rules the registered rules of the society shall have effect as if the resolution had not been passed, so, however, that this subsection shall not affect any interest in the shares of the society held by a member immediately before the date of that registration.

Every registered society which carries on the business of banking shall on the first Monday in February and August in each year make out, and until the next such Monday keep hung up in a conspicuous position in its registered office and in every other office or place of business belonging to the society where the business of banking is carried on, a statement in the form set out in Schedule 2 or as near thereto as the circumstances admit.

The taking of deposits of not more than two pounds in any one payment and not more than fifty pounds for any one depositor, payable on not less than two clear days' notice, shall not be treated for the purposes of subsections (1) and (2) as carrying on the business of banking; but no society which takes such deposits shall make any payment of withdrawable capital while any payment due on account of any such deposit is unsatisfied.

Subject to subsection (6), the registrar, on being satisfied that any amendment of a society's rules is not contrary to the provisions of this Act, shall issue to the society in respect of that amendment an acknowledgment of registration in the prescribed form which shall be conclusive evidence that it is duly registered.

Notwithstanding anything in the rules of any society, the committee of a registered society may by resolution passed during the appropriate period after the passing of this Act make such amendments of the rules of the society as may be consequential on the provisions of this Act.

Notwithstanding anything in subsection (3), after the end of one year beginning with the date of the passing of this Act, the registrar shall not be required to register any amendment of a society's rules unless such consequential amendments of the rules of that society as are mentioned in subsection (4) either have been made before the application for registration of that amendment or are to be effected by that amendment.

The rules of a society registered or to be registered under this Act may make provision for the setting up and administration by the society of a fund for the purchase on behalf of members contributing to the fund of defence bonds, national savings certificates, Ulster savings certificates or such other securities of the Government of the United Kingdom or the Government of Northern Ireland as may for the time being be prescribed by the Ministry for the purpose; and any such rules may make provision for enabling persons to become members of the society for the purpose only of contributing to that fund and without being entitled to any rights as members other than rights as contributors to that fund.

Any rule which, immediately before the passing of this Act, was included among the registered rules of a registered society by virtue of section 7(3) of the Societies (Miscellaneous Provisions) Act (Northern Ireland) 1940 [1940 c.25] shall have effect as if it had been duly passed by the society.

The rules of a registered society or any schedule thereto may specify the form of any instrument necessary for carrying the purposes of the society into effect.

The rules of a registered society may impose reasonable fines on persons who contravene or fail to comply with any of those rules.

Any fine imposed by the rules of a registered society shall be recoverable on the summary conviction of the offender.

Any provision of, or of any instrument made under, this or any other Act requiring or authorising the rules of a registered society to deal with particular matters shall be without prejudice to the power of such a society to make rules with respect to any other matter which are not inconsistent with any such provision or with any other provision of this or any other Act and which are not otherwise unlawful.

Subject to subsections (2) and (3), the registered rules of a registered society shall bind the society and all members thereof and all persons claiming through them respectively to the same extent as if each member hadF13 executed them as a deed and there were contained in those rules a covenant on the part of each member and any person claiming through him to conform thereto subject to the provisions of this Act.

A member of a registered society shall not, without his consent in writing having been first obtained, be bound by any amendment of the society's rules registered after he became a member, being an amendment registered after 16th April 1929, if and so far as that amendment requires him to take or subscribe for more shares than the number held by him at the date of registration of the amendment, or to pay upon the shares so held any sum exceeding the amount unpaid upon them at that date, or in any other way increases the liability of that member to contribute to the share or loan capital of the society.

In the case of a society to which section 4 applies which was a registered society under the Act of 1893 on 1st January 1894, the society or the members thereof may respectively exercise any power given by this Act and not made to depend on the provisions of the society's rules notwithstanding anything in any of those rules registered before 12th September 1893.

A copy of the registered rules of any registered society shall be delivered by the society to any person who demands it, subject to payment by that person of such sum not exceeding [F14 50p] (or such larger sum as may from time to time be prescribed by the registrar) as the society may see fit to charge.

Subsection (1)(c)(ii) shall not authorise the cancellation of the registration of any society to which section 4 applies which was registered or deemed to be registered under the Act of 1893 before 26th July 1938 if no invitation to subscribe for or to acquire or offer to acquire securities, or to lend or deposit money, has been made on or after that date by or on behalf of the society.

Any person who contravenes or fails to comply with any directions given by the registrar under subsection (4)(b) shall be guilty of an offence and liable on summary conviction to a fine not exceedingF17 level 3 on the standard scale or to imprisonment for a term not exceeding three months or to both.

Notice of every cancellation under this section of a society's registration shall, as soon as practicable after it takes place, be published in the Belfast Gazette and in any other manner which the registrar considers necessary for bringing the cancellation to the notice of persons affected thereby.

From the date of the publication in the Belfast Gazette under subsection (6) of a notice of the cancellation of a society's registration, the society shall absolutely cease to be entitled to any of the privileges of this Act as a registered society, but without prejudice to any liability actually incurred by the society which may be enforced against it as if the cancellation had not taken place.

Where before the expiration of the period of a notice under section 15(3) of the proposed cancellation of a society's registration, that society duly lodges an appeal from the proposed cancellation under section 17(1)(c), the registrar may by writing under his hand suspend the society's registration from the expiration of that period until the date of the determination or abandonment of the appeal.

Not less than two months previous notice in writing specifying briefly the ground of the proposed suspension shall be given by the registrar to a society before its registration is suspended under subsection (1)(a).

Notice of every suspension of a society's registration under subsection (1)(a) or (2) and of any renewal of a suspension under subsection (1)(b) shall, as soon as practicable after it takes place, be published in the Belfast Gazette and in any other manner which the registrar considers necessary for bringing the suspension to the notice of persons affected thereby.

From the date of the publication in the Belfast Gazette of a notice under subsection (4) of the suspension of any society's registration under subsection (1)(a) or (2) until the period of that suspension and any renewal thereof under subsection (1)(b) ends (whether on the expiration of that period or on a sucessful appeal under section 17(1)(d) from such a renewal) the society shall not be entitled to any of the privileges of this Act as a registered society, but without prejudice to any liability actually incurred by the society which may be enforced against it as if the suspension had not taken place.

If any decision such as is mentioned in subsection (1)(a) or (b) is overruled on appeal, the registrar shall thereupon issue to the society an acknowledgment of registration of the society under section 2(3), or, as the case may be, of the amendment under section 9(3).

Shares in a registered society may be held by any other body corporate (if that body's regulations so permit) in its corporate name.

Where a registered society is a member of another registered society, then, for the purposes of any enactment with respect to the making or signing of any application, instrument or document by members of a registered society, any reference therein to such a member shall, in relation to the first-mentioned society as a member of the second-mentioned society, be construed as a reference to two members of the committee and the secretary of the society.

All moneys payable to a registered society by a member thereof shall be a debt due from that member to the society and shall be recoverable as such in the county court for the district within which the society's registered office is situate or within which the member resides, at the option of the society.

A registered society shall have a lien on the shares of any member for any debt due to the society by that member, and may set off any sum credited to the member on those shares in or towards the payment of that debt.

The nomination by a member of a society under subsection (1) of a person who is at the date of the nomination an officer or servant of the society shall not be valid unless that person is theF20 spouse, civil partner, father, mother, child, brother, sister, nephew or niece of the nominator.

A nomination by a member of a society under subsection (1) may be varied or revoked by a subsequent nomination by him thereunder or by any similar document in the nature of a revocation or variation signed by the nominator and delivered at or sent to the society's registered office during his lifetime, but shall not be revocable or variable by the will of the nominator or by any codicil thereto.

Every registered society shall keep a book in which the names of all persons nominated under subsection (1) and any revocation or variation of any nomination under that subsection shall be recorded.

TheF20 formation of a marriage or civil partnership by a member of a society shall operate as a revocation of any nomination made by him before the marriageF20 or civil partnership was formed and after 31st December 1913; but if any property of that member has been transferred by an officer of the society in pursuance of the nomination in ignorance ofF20 the formation of a marriage or civil partnership by the nominator subsequent to the date of the nomination, the receipt of the nominee shall be a valid discharge to the society and the society shall be under no liability to any other person claiming the property.

Subject to subsection (2), where any member of a registered society has made a nomination under section 22, the committee of the society, on receiving satisfactory proof of the death of that member, and if and to the extent that the nomination is valid under subsections (2) and (3) of that section, shall in the case of each person entitled under the nomination either transfer to him, or pay him the full value of, any property to which he is so entitled.

Where any of the property comprised in such a nomination as aforesaid consists of shares in the society, subsection (1) shall have effect notwithstanding that the rules of the society declare the shares therein not to be transferable; but if the transfer of any shares comprised in the nomination in the manner directed by the nominator would raise the share holding of any nominee beyond the maximum for the time being permitted in the case of that society, the committee of the society shall not transfer to that nominee more of those shares than will raise his share holding to that maximum and shall pay him the value of any of those shares not transferred.

Where any sum falls to be paid under the foregoing provisions of this section to a nominee who is under sixteen years of age, the society may pay that sum to either parent, or to a guardian, of the nominee or to any other person of full age who will undertake to hold it on trust for the nominee or to apply it for his benefit and whom the society may think a fit and proper person for the purpose, and the receipt of that parent, guardian or other person shall be a sufficient discharge to the society for all moneys so paid.

A signature purporting to be made by a person holding any office in a registered society attached to a writing whereby any contract purports to be made, varied or discharged by or on behalf of the society shall, until the contrary is proved, be taken to be the signature of a person holding that office at the time when the signature was made.

A contract which may be or have been made, varied or discharged according to the provisions contained in this section shall be effectual in law and bind the society and its successors and all other parties thereto.

A contract which purports to be made by or on behalf of a registered society at a time when the society has not been registered under this Act shall have effect, subject to any agreement to the contrary, as one made with the person purporting to act for the society or as agent for it.

Subsections (1) and (2) apply to the making of a deed as they apply to the making of a contract.

Notwithstanding any statutory provision or rule of law, a registered society need not have a common seal.

If a registered society has a common seal, the society shall have its registered name engraved on the seal in legible characters.

If, after the coming into operation of subsection (1), a registered society decides to have a common seal, it shall not cause such a seal to be made unless the registered rules of the society contain provision for the custody and use of that seal.

Section 71 shall not apply in respect of an offence committed by a registered society under section 70 where the offence consists of a failure to comply with subsection (2) or (3) of this section.

Any officer of a registered society, or any other person acting on such a society's behalf, who uses or authorises the use of any seal purporting to be the common seal of the society which does not have the society's registered name engraved on it in legible characters shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale.

The following provisions shall have effect with respect to the execution of documents by a registered society.

A registered society may, if it has a common seal, execute a document by affixing that seal to it.

A document executed by a registered society which makes it clear on its face that it is intended by the person or persons making it to be a deed shall have effect, upon delivery, as a deed, and it shall be presumed, unless a contrary intention is proved, to be delivered upon its being so executed.

In favour of a purchaser a document shall be deemed to have been duly executed by a registered society if it purports to be signed by a member of the committee of the society and the secretary of the society, or by two members of the committee, and, where it makes it clear on its face that it is intended by the person or persons making it to be a deed, to have been delivered upon its being executed.

Subsections (3) to (5) shall apply whether or not the society has a common seal, and, in subsection (5), “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.

The society may, if authorised by its registered rules, have an official seal for use in any territory, district, or place elsewhere than in the United Kingdom.

An official seal is a facsimile of the society's common seal with the addition on its face of the name of every territory, district or place where it is to be used.

If a registered society has an official seal, it may authorise any person appointed for the purpose as respects any territory, district or place appearing on the face of that seal to affix it to any deed or other document to which the society is party there.

An authorisation for the purposes of subsection (1) shall be given by writing under the society's common seal.

The person affixing the official seal shall certify in writing on the deed or other instrument to which the seal is affixed the date on which and the place at which it is affixed.

An instrument which is executed after the passing of this Act by a registered society and which creates or is evidence of a fixed or floating charge on assets of the society shall not be a bill of sale for the purposes of the Bills of Sale (Ireland) Acts 1879 and 1883 or be invalidated by those Acts if an application for the recording of the charge is made in accordance with subsection (2).

Without prejudice to the generality of the power to make regulations conferred by subsection (1) of section 97, regulations under that subsection may make provision for anything which is to be prescribed under this section and for the giving of notice to the registrar of any release, discharge or other transaction relating to any charge in respect of which an application has been made for the purposes of this section and for the filing in the prescribed manner of any such notice appearing to the registrar to relate to the charge.

A registered society which has invested any part of its funds in the shares or on the security of any other body corporate may appoint as proxy any one of its members notwithstanding that he is not personally a shareholder of that other body corporate.

Any member of the society so appointed shall during the continuance of his appointment be taken by virtue thereof as holding the number of shares held by the society for all purposes other than the transfer of any such share or the giving of a receipt for any dividend thereon.

In this section “mortgage” includes a further charge, and “mortgagor” , in relation to a mortgage, means the person for the time being entitled to the equity of redemption.

For the purposes of paragraph (a) of subsection (1), proper books of account shall not be taken to be kept with respect to the matters mentioned in that paragraph if there are not kept such books as are necessary to give a true and fair view of the state of the affairs of the society and to explain its transactions.

Any book of account to be kept by a registered society may be kept either by making entries in bound books or by recording the matters in question in any other manner.

Where any such book of account is not kept by making entries in a bound book but by some other means, the society shall take adequate precautions for guarding against falsification and facilitating its discovery.

In a case falling within subsection (2)(b), without prejudice to the application of subsection (1)(b) to each revenue account dealing with a particular business conducted by the society, the revenue accounts in question, when considered together, shall give a true and fair view of the income and expenditure of the society as a whole for the year of account to which they relate.

Every balance sheet of a registered society shall give a true and fair view of the state of the affairs of the society as at the date of the balance sheet.

Subsection (7) applies in the case of any society which is registered under the Act of 1893 at the date of the passing of this Act, or which is first registered under this Act before 1st January 1970.

A registered society shall not publish any revenue account or balance sheet unless it has been signed by the secretary of the society and by two members of the committee of the society acting on behalf of that committee.

Where a registered society's year of account is one in relation to which a direction under section 43C has effect, the society shall not publish any year end or interim revenue account or balance sheet, unless it incorporates a report by the auditor or auditors appointed in pursuance of the direction stating whether in their opinion it complies with subsection (1) or (4), as the case may be, of section 37.

Subsection (3) shall cease to apply in relation to a year of account if a direction under section 43C is made in relation to it.

Section 43B shall apply in relation to a person appointed for the purposes of subsection (4) or (5) as it applies in relation to a person appointed under section 43A(2).

In subsection (4) references to a disapplication under section 38A(1) being in force in relation to a year of account shall, where the year of account has ended, be construed as references to a disapplication under that provision being in force at the end of the year.

In this section—

• “interim balance sheet”, in relation to a year of account, means a balance sheet relating to the position at a time in the year other than the end;

• “interim revenue account”, in relation to a year of account, means a revenue account for any period falling within the year of account, other than one ending at the end of the year;

• “turnover” has the same meaning as in section 38A;

• “year end balance sheet”, in relation to a year of account, means a balance sheet relating to the position at the end of the year; and

• “year end revenue account”, in relation to a year of account, means a revenue account for the year or for any period falling within the year of account and ending at the end of the year.

Subject to the following provisions of this sectionF34 and section 38A(1), every registered society shall in each year of account beginning on or after 1st January 1970 appoint a qualified auditor or qualified auditors to audit its accounts and balance sheet for that year.

A registered society to which, by virtue of subsection (2), subsection (1) does not apply in respect of any year of account is in this Act referred to as an exempt society in respect of that year of account.

The registrar may give a direction in the case of any particular society which is an exempt society in respect of the current year of account requiring it to appoint a qualified auditor to audit its accounts and balance sheet for that year.

The registrar may by notice to a registered society disapply subsection (1) in relation to the year of account of the society in which the notice is given.

In the case of a registered society which is a charity within the meaning of the Charities Act (Northern Ireland) 1964, subsection (1) shall have effect with the substitution for paragraph (b) of—

For a period which is a registered society's year of account, but not in fact a year, the maximum figure in subsection (1)(b) (including that provision as it has effect by virtue of subsection (6)) shall be proportionately adjusted.

Where notice of the intention to move any such resolution has been given under subsection (1) to a society which is required by its rules to give notice to its members of the meeting at which the resolution is to be moved, the society shall if it is practicable to do so give them notice of the resolution at the same time and in the same manner as it gives notice of the meeting.

Where notice of the intention to move any such resolution has been given to any society under subsection (1), and that society does not give notice of the resolution under subsection (2), it shall give notice of the resolution to its members not less than fourteen days before the meeting at which the resolution is to be moved, either by advertisement in a newspaper having an appropriate circulation or in any other way allowed by the rules of the society.

On receipt by a society of notice given under subsection (1) of an intended resolution, it shall forthwith send a copy of the notice to the retiring auditor.

Copies of any such representations need not be sent out, and the representations need not be read out at the meeting if, on the application either of the society or of any other person, the High Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter; and the Court may order the costs of the society on an application under this section to be paid, in whole or in part, by the auditor, notwithstanding that he is not a party to the application.

Any provision in this section which requires notice to be given to the members of a society or confers any right upon a member (as the case may be) shall be construed in the case of a meeting of delegates appointed by members as requiring the notice to be given to the delegates so appointed or conferring the right upon a delegate (as the case may be).

Subject to subsection (2), no person shall be a qualified auditor for the purposes of this Act unlessF39 he is eligible for appointment as a company auditor under Article 28 of the Companies (Northern Ireland) Order 1990.

The registrar may at any time direct that a person who is a qualified auditor in relation to a particular society or particular societies by virtue of subsection (2) shall cease to be so qualified from the date of that direction.

Any appointment made by a society in contravention of subsection (1) shall not be an effective appointment for the purposes of this Act.

In this section “company” has the same meaning as in section 47 and references to an officer or servant shall be construed as not including an auditor.

The auditors of a registered society shall make a report to the society on the accounts examined by them, and on the revenue account or accounts and the balance sheet of the society for the year of account in respect of which they are appointed.

Without prejudice to the provisions of subsection (2), where the report of the auditors relates to any accounts other than the revenue account or accounts for the year of account in respect of which they are appointed that report shall state whether those accounts give a true and fair view of any matter to which they relate.

If the auditors fail to obtain all the information and explanations which, to the best of their knowledge and belief, are necessary for the purposes of their audit, they shall state that fact in their report.

The preceding provisions of this section shall not have effect so as to impose any duties or confer any rights upon auditors appointed in respect of any year of account of a registered society beginning before 1st January 1970.

A report for the purposes of subsection (2)(b) shall state whether in the opinion of the person making the report the financial criteria for the exercise of the power conferred by section 38A(1) were met in relation to the year.

In this section, “turnover” has the same meaning as in section 38A.

If a person appointed under section 43A(2) fails to obtain all the information and explanations which, to the best of that person's knowledge and belief, are necessary for the purposes of doing what he has been appointed to do, that fact shall be stated in his report.

In this section, references to the relevant society, in relation to a person appointed under section 43A(2) are to the registered society responsible for his appointment under that provision.

For the purposes of this section, a year of account of a registered society is a relevant year of account if it is one at the end of which there is in force in relation to it a disapplication under section 38A(1).

The registrar may, with the consent of the Ministry, prescribe the maximum rates of remuneration to be paid by all registered societies or such registered societies as may be specified for the audit of their accounts and balance sheets by qualified auditorsF42 or for the making of a report for the purposes of section 37A(4)(a) or (5) or 43A(2)(a) or (b)..

F42where a maximum rate of remuneration has been prescribed under subsection (1), no auditor or reporting accountant shall, in respect of his services to that society, ask for, receive or be entitled to receive remuneration in excess of the rate so prescribed.

In this section, “reporting accountant” means a person appointed to make a report for the purposes of section 37A(4)(a) or (5) or 43A(2)(a) or (b).

Subject to the provisions of section 46, where at the end of a year of account of a registered society beginning on or after 1st January 1970 the society has subsidiaries, it shall cause to be prepared accounts for that year (in this Act referred to as “group accounts” ) dealing as mentioned in the following provisions of this section with the state of affairs and income and expenditure of the society and its subsidiaries.

The group accounts of a registered society shall give a true and fair view of the state of affairs and income and expenditure of the society and the subsidiaries dealt with thereby as a whole, so far as concerns members of the society.

Without prejudice to the provisions of subsection (2), the group accounts shall comprise such accounts and contain such particulars as the registrar may, with the consent of the Ministry, prescribe.

Where the year of account of a subsidiary does not coincide with that of the society of which it is a subsidiary, the group accounts shall, unless the registrar on the application or with the consent of the committee of the society otherwise directs, deal with the subsidiary's state of affairs as at the end of its year of account ending with or last before that of the society, and with the subsidiary's income and expenditure for that year of account.

A registered society which has caused group accounts to be prepared in accordance with subsection (1) shall submit those accounts for audit to the auditors appointed to audit the accounts and balance sheet of the society for that year of account; and those auditors shall make a report to the society on the group accounts, stating whether those accounts have been properly prepared in accordance with the requirements of this Act and regulations made thereunder and whether in their opinion they give a true and fair view of the state of affairs and income and expenditure of the society and its subsidiaries in accordance with subsection (2).

A registered society shall send its group accounts and a copy of the report of the auditors under subsection (5) to the registrar together with its annual return for the year of account to which those group accounts relate.

The latest group accounts of a registered society shall be supplied free of charge, together with the latest annual return of the society, to every member or person interested in the funds of the society who applies under section 48(6) for a copy of the latest annual return.

Section 45 shall not require group accounts to be prepared by a registered society where that society is at the end of its year of account the wholly owned subsidiary of another body corporate incorporated in Northern Ireland.

If in respect of each subsidiary of a registered society the committee of the society is of any such opinion as is mentioned in subsection (2) and that opinion is approved by the registrar, then that society shall not be required to cause group accounts to be prepared under section 45.

A certificate shall be disregarded for the purposes of subsection (3A)(c) if contained in a report made after the date which, in relation to the year to which the certificate relates, is the last date for making the annual return.

For the purposes of this section a registered society shall be deemed to be the wholly owned subsidiary of another body corporate if it has no members except that other body corporate and the wholly owned subsidiaries of that body and its or their nominees.

For the purposes of subsection (1)(a), the composition of a company's board of directors shall be deemed to be controlled by a registered society if, but only if, that society by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove the holders of all or a majority of the directorships.

Subsection (4) shall apply with the necessary modifications in determining whether a registered society is a subsidiary of another such society as it applies in determining whether a company is a subsidiary of such a society.

In this section “company” includes any body corporate other than a registered society, and “equity share capital” means, in relation to a company, its issued share capital excluding any part thereof which, neither as respects dividends nor as respects capital, carries any right to participate beyond a specified amount in a distribution.

For the purposes of subsection (2)(c), “the appropriate date” , in relation to an annual return of a society, is 31st March of the year in which that return is required by subsection (1) to be sent to the registrar or the date on which that return is so sent, whichever is the earlier.

If the registrar is of opinion that special circumstances exist he may allow a society to make a return under this section up to a date other than that specified in subsection (2)(c)(i) or (ii),F44. . . .

The last return under this section by a registered society which is being terminated by an instrument of dissolution under section 64(b) shall be made up to the date of the instrument of dissolution.

Every registered society shall supply free of charge to every member or person interested in the funds of the society who applies for it a copy of the latest return of the society under this section and shall so supply with every such copy a copy of the report of the auditors on the accounts and balance sheet contained in the return.

Where the year of account to which an annual return relates is one at the end of which there is in force in relation to the year a disapplication under section 38A(1), subsection (6) shall have effect as if for the reference to the report of the auditors on the accounts and balance sheet contained in the return there were substituted a reference to any report which the society is required, because of the disapplication, to obtain under section 43A(2)(a).

The preceding provisions of this section shall not have effect where the annual return or the balance sheet, as the case may be, relates to a year of account beginning before 1st January 1970.

Every officer of a registered society having receipt or charge of money shall, if the rules of the society so require, before entering upon the execution of his office give security in such sum as the society's committee may direct conditioned for his rendering a just and true account of all moneys received and paid by him on account of the society at such times as its rules appoint or as the society or its committee requires him so to do and for the payment by him of all sums due from him to the society.

Any duty imposed by subsection (1) on an officer or servant of a society shall, after his death, be taken to be imposed on his personal representatives.

The said register may be kept either by making entries in bound books or by recording the matters in question in any other manner; but, where it is not kept by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating its discovery.

The registrar or a person acting on his behalf may at all reasonable hours inspect any particulars in any register or duplicate register kept under this section.

Save as provided by this Act, no member or other person shall have any right to inspect the books of a registered society.

In the case of a society to which section 4 applies, subsection (1) shall have effect notwithstanding anything relating to such inspection in any rules of the society made before 12th September 1893.

A registered society may by its rules (not being rules made earlier than 12th September 1893) authorise, in addition to any inspection in pursuance of subsection (1), the inspection of such of the society's books upon such conditions as may be specified in the rules, but no person who is not an officer of the society or specially authorised by a resolution of the society shall be authorised by the rules to inspect the loan or deposit account of any other person without that other person's written consent.

Subject to subsection (2), the registrar may, if he thinks fit, on the application of ten members of a registered society each of whom has been a member of the society for not less than twelve months immediately preceding the date of the application, appoint an accountant or actuary to inspect the books of the society and to report thereon.

The members making an application under subsection (1) shall deposit with the registrar as security for the costs of the proposed inspection such sum as he may require; and all expenses of and incidental to the inspection shall be defrayed by the applicants, or out of the funds of the society, or by the members or officers, or former members or officers, of the society, in such proportions as the registrar shall direct.

A person appointed under this section shall have power to make copies of any books of the society, and to take extracts therefrom, at all reasonable hours at the society's registered office or at any other place where those books are kept.

The registrar shall communicate the results of any inspection under this section to the applicants and to the society.

The registrar may at any time, by notice in writing served on a registered society or on any person who is or has been an officer of such a society, require that society or person to produce to the registrar such books, accounts and other documents relating to the business of the society, and to furnish to him such other information relating to that business, as the registrar considers necessary for the exercise of any of the powers which he has by virtue of section 15(1)(c)(ii), 15(4) or 65; and any such notice may contain a requirement that any information to be furnished in accordance with the notice shall be verified by a statutory declaration.

Any society or other person failing to comply with the requirements of a notice under subsection (1) shall be guilty of an offence and liable on summary conviction to a fine not exceedingF46 level 3 on the standard scale or to imprisonment for a term not exceeding three months or to both.

The registrar may, if he considers it just, direct that all or any of the expenses incurred by him in exercising his powers under subsection (1) in relation to any society shall, either wholly or to such extent as he may determine, be defrayed out of the funds of the society or by the officers or former officers thereof or any of them; and any sum which any society or other person is required by such a direction to pay shall be a debt due to the registrar from that society or person.

An application under this section shall be supported by such evidence for the purpose of showing that the applicants have good reason for requiring the investigation or meeting and are not actuated by malicious motives, and such notice of the application shall be given to the society, as the registrar shall direct.

The registrar may, if he thinks fit, require the applicants to give security for the costs of the proposed investigation or meeting before appointing any inspector or calling the meeting.

All expenses of and incidental or preliminary to any such investigation or meeting shall be defrayed by the members applying for it, or out of the funds of the society, or by the members or officers, or former members or officers, of the society, in such proportions as the registrar shall direct.

An inspector appointed under this section may require the production of all or any of the books, accounts, securities and documents of the society and may examine on oath its officers, members, agents and servants in relation to its business, and may for that purpose administer oaths.

The registrar may direct at what time and place a special meeting under this section is to be held, and what matters are to be discussed and determined at the meeting; and the meeting shall have all the powers of a meeting called according to the rules of the society, and shall have power to appoint its own chairman notwithstanding any rule of the society to the contrary.

Any two or more registered societies may by special resolution of each of those societies become amalgamated together as one society, with or without any dissolution or division of the funds of those societies or any of them; and the property of each of those societies shall become vested in the amalgamated society without the necessity of any form of conveyance other than that contained in the special resolution.

At any such meeting as aforesaid, a declaration by the chairman that the resolution has been carried shall be deemed conclusive evidence of that fact.

A copy of every special resolution for the purposes of this section signed by the chairman of the meeting at which the resolution was confirmed and countersigned by the secretary of the society shall be sent to the registrar and registered by him; and until that copy is so registered the special resolution shall not take effect.

It shall be the duty of a registered society to send a copy of any special resolution for registration in accordance with subsection (4) within fourteen days from the day on which the resolution is confirmed under subsection (2)(b), but this subsection shall not invalidate registration after that time.

If registered societies become amalgamated together under this section without the dissolution of any one or more of them, the registration of any such society not dissolved shall thereupon become void and, subject to section 68(2), be cancelled by the registrar.

Any registered society may by special resolution transfer its engagements to any other registered society which may undertake to fulfil those engagements; and if that resolution approves the transfer of the whole or any part of the society's property to that other society, the whole or, as the case may be, that part of the society's property shall vest in that other society without any conveyance or assignment.

Subsections (2) to (5) of section 59 shall have effect for the purposes of this section as they have effect for the purposes of that section.

If a registered society transfers all its engagements under subsection (1), the registration of that society shall thereupon become void and, subject to section 68(2), be cancelled by the registrar.

A registered society may by special resolution determine to convert itself into a company to be formed and registered under theF64 Companies (Northern Ireland) Order 1986 or transfer its engagements to a company formed and registered under theF64 that Order.

If a special resolution for converting a registered society into a company contains the particulars required by theF64 Companies (Northern Ireland) Order 1986 to be contained in the memorandum of association of a company and a copy thereof has been registered by the registrar, a copy of that resolution bearing the signature of the registrar, shall have the same effect as a memorandum of association duly signed and attested under the saidF64 Order of 1986.

Subsections (4) and (5) of section 59 shall have effect for the purposes of this section as they have effect for the purposes of that section but as if in subsection (5) of that section for the reference to subsection (2)(b) of that section there were substituted a reference to subsection (3)(d) of this section.

Subject to subsection (6), if a registered society is converted into, or transfers all its engagements to, a company under this section, the registration of that society under this Act shall thereupon become void and, subject to section 68(2), be cancelled by the registrar.

If a registered society is converted into, or transfers its engagements to, a company under this section, the property of the society, or so much of the property of the society as is included in the transfer, shall vest in the company without any conveyance or assignment.

A company formed and registered under theF65 Companies (Northern Ireland) Order 1986 may,F49 by special resolution, determine to convert itself into a registered society; and for this purpose, in any case where the nominal value of the company's shares held by any member other than a registered society exceeds [F50 the maximum for the time being permitted by section 6(1)], the resolution may provide for the conversion of the shares representing that excess into a transferable loan stock bearing such rate of interest as may be fixed, and repayable on such conditions only as are determined by the resolution.

A copy of the resolution aforesaid shall be sent with a copy of the rules aforesaid to the registrar who, upon the registration of the society under this Act, shall give to it, in addition to an acknowledgment of registration under section 2(3), a certificate that the rules of the society referred to in the resolution have been registered.

A copy of any such resolution as aforesaid under the seal of the company together with the certificate issued as aforesaid by the registrar shall be sent for registration to the registrar of companies within the meaning of theF65 Companies (Northern Ireland) Order 1986 and, upon his registering the copy of the resolution and the certificate, the conversion shall take effect and the property of the company shall vest in the society without any conveyance or assignment.

The name under which any company is registered under this section as a registered society shall not include the word “company” .

Subject to subsection (7), upon the conversion of a company into a registered society under this section, the registration of the company under theF65 Companies (Northern Ireland) Order 1986 shall become void and the registrar of companies shall thereupon strike the name of the company off the register.

The following provisions of this section shall have effect where a society is to be dissolved by an instrument of dissolution under section 64(b).

Alterations in the instrument of dissolution may be made by the consent of not less than three-fourths of the members of the society testified by their signatures to the alteration.

The instrument of dissolution shall be sent to the registrar accompanied by a statutory declaration made by three members and the secretary of the society that all relevant provisions of this Act have been complied with; and any person knowingly making a false or fraudulent declaration in the matter shall be guilty of an offence and liable to the penalties provided by [F52 Article 10 of the Perjury (Northern Ireland) Order 1979 [1979 NI 19] ].

The instrument of dissolution and any alterations thereto shall be registered in like manner as an amendment of the rules of the society and shall be binding upon all the members of the society, but shall not be so registered until the registrar has received such a final return from the society as is referred to in section 48(5).

If the certificate referred to in section 68(1) has not been lodged with the registrar by the date of the advertisement referred to in subsection (6) of this section, the society shall be legally dissolved only from the date when that certificate is so lodged.

Notice of any proceedings to set aside the dissolution of a society shall be sent to the registrar by the person taking those proceedings not later than seven days after they are commenced or not later than the expiration of the period of three months referred to in subsection (6), whichever is the earlier; and notice of any order setting the dissolution aside shall be sent by the society to the registrar within seven days after the making of the order.

In the application of this section to a society which for the time being consists solely of two registered societies, the reference in subsection (4) to three members shall be construed as a reference to both members.

Where a registered society is to be dissolved under section 64, the society shall not be dissolved until there has been lodged with the registrar a certificate that all property vested in the society has been duly conveyed or transferred to the persons entitled and such certificate shall be signed, where the society is to be dissolved under section 64(a), by the liquidator or, where the society is to be dissolved under section 64(b), by the secretary or other officer of the society approved by the registrar.

The registration of a society shall not be cancelled by the registrar under section 59(6), 60(3) or 61(4) until there has been lodged with the registrar a certificate signed by the secretary or other officer of the society approved by the registrar that all property vested in the society has been duly conveyed or transferred by the society to the persons entitled.

Unless the rules of the society expressly forbid it, the parties to a dispute in a registered society may by consent refer the dispute to the registrar who shall hear and determine the dispute.

Subject to subsection (5), any dispute directed by the rules of a registered society to be referred to justices shall be determined by a court of summary jurisdiction.

Where, whether by virtue of subsection (4) or otherwise, a dispute is cognisable under the rules of a registered society by a court of summary jurisdiction, the parties to the dispute may by agreement refer the dispute to the county court, which may hear and determine it.

Where the rules of a registered society contain no direction as to disputes, or where no decision is made on a dispute within forty days after application to the society for a reference under its rules, any person such as is mentioned in subsection (1)(a) to (d) who is a party to the dispute may apply either to the county court or to a court of summary jurisdiction, which may hear and determine the matter in dispute.

The court or registrar to whom any dispute is referred under subsections (2) to (6) may at the request of either party state a case on any question of law arising in the dispute for the opinion of the High Court.

Anything which under this section is required or authorised to be done by, to or before the registrar may be done by, to or before such person as he may, with the approval of the Minister, appoint for the purpose and subsection (8) shall apply to such a person in like manner as it applies to the registrar.

Subject to subsection (2), any person who obtains possession by false representation or imposition of any property of a registered society, or having any such property in his possession withholds or misapplies it or wilfully applies any part of it to purposes which are not authorised by the rules of the society or which are not in accordance with this Act, shall be guilty of an offence and liable on summary conviction to a fine not exceedingF56 level 2 on the standard scale with costs or expenses and to be ordered to deliver up that property or to repay all moneys improperly applied and, in default of such delivery or repayment or of the payment of any such fine, to be imprisoned for a term not exceeding three months; but nothing in this subsection shall prevent any such person from being proceeded against by way of indictment for any offence if he has not previously been convicted in respect of the same matters under this subsection.

If on proceedings under subsection (1) it is not proved that the person charged acted with any fraudulent intent, he may be ordered to deliver up any property belonging to the society or to repay any money improperly applied, with costs or expenses, but shall not be liable to conviction under that subsection.

Notwithstanding any limitation on the time for the taking of proceedings contained in any Act, any proceedings such as are mentioned in subsection (1) which are instituted by the registrar may be brought at any time within one year of the first discovery of the offence by the registrar, but not in any case more than three years after the commission of the offence.

Where proceedings are taken against a registered society for the recovery of any fine under this Act, the summons or other process shall be sufficiently served by leaving a true copy thereof at the registered office of the society or if that office is closed, by posting that copy on the outer door of that office.