Industrial and Provident Societies Act 1965 (repealed)

52 Conversion into, amalgamation with, or transfer of engagements to company. E+W+S

(1) A registered society may by special resolution determine to convert itself into, or to amalgamate with or transfer its engagements to, a company under the Companies Acts.

(2) If a special resolution for converting a registered society into a company contains the particulars required by the [F1 Companies Act 1985] to be contained in the memorandum of association of a company and a copy thereof has been registered by the [F2 the Authority], a copy of that resolution under the seal and stamp of [F2 the Authority]. . . shall have the same effect as a memorandum of association duly signed and attested under the said [F1 Act of 1985].

[F3 (3) In this section the expression “ special resolution ” means a resolution—

(a) which is passed at a general meeting of which notice, specifying the intention to propose the resolution, has been duly given according to the rules of the society (“ the rules ”);

(b) which is passed by not less than three-fourths of such of the qualifying members of the society as may have voted in person or, where the rules allow proxies, by proxy;

(c) on which not less than half of the qualifying members of the society voted either in person or, where the rules allow proxies, by proxy; and

(d) which is confirmed by a majority of such of the qualifying members of the society as may have voted in person or, where the rules allow proxies, by proxy at a subsequent general meeting of which notice has been duly given held not less than fourteen days nor more than one month from the day of the meeting at which the resolution was passed in accordance with paragraphs (a) to (c) of this subsection,

and references to the qualifying members of a society are references to the members of the society who are for the time being entitled under the society’s rules to vote.

(3A) At any such meeting as aforesaid, a declaration by the chairman that—

(a) all reasonably practicable steps have been taken to ascertain the number of qualifying members of the society; and

(b) the resolution has been carried,

shall be deemed conclusive evidence of those facts.

(3B) Subsections (4) and (5) of section 50 of this Act 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.]

(4) Subject to subsection (5) of this section, if a registered society is registered as, or amalgamates with, or transfers all its engagements to, a company under the Companies Acts, the registration of that society under this Act shall thereupon become void and, subject to section 59 of this Act, shall be cancelled by [F2 the Authority]. . .

(5) Registration of a registered society as a company shall not affect any right or claim for the time being subsisting against the society or any penalty for the time being incurred by the society; and—

(a) for the purpose of enforcing any such right, claim or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company; and

(b) every such right or claim, or the liability to any such penalty, shall have priority as against the property of the company over all other rights or claims against or liabilities of the company.

Textual Amendments

F1 Words substituted by Companies Consolidation (Consequential Provisions) Act 1985 (c. 9, SIF 27), s. 30, Sch. 2

F2 Words in s. 52(2)(4) substituted (1.12.2001) by S.I. 2001/2617, arts. 2(b), 13(1), Sch. 3 Pt. III para. 215 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

F3 S. 52(3)-(3B) substituted for s. 52(3) (8.9.2002) by 2002 c. 20, ss. 1(2), 4(2)

Modifications etc. (not altering text)

C1 S. 52 excluded by Credit Unions Act 1979 (c. 34, SIF 55:3), s. 22 and by Housing Associations Act 1985 (c. 69, SIF 61), s. 21(3)

C2 S. 52 restricted (1.10.1996) by 1996 c. 52, s. 7, Sch. 1 Pt. II para. 12(2)(wih s. 51(4)); S.I. 1996/2402, art. 3

S. 52 applied (1.10.1996) by 1996 c. 52, s. 48(2)(with s. 51(4)); S.I. 1996/2402, art. 3