Industrial and Provident Societies Act 1965 (repealed)

Changes over time for: Section 58

Version Superseded: 01/08/2014

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Point in time view as at 22/04/2014. This version of this provision has been superseded.

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58 Instrument of dissolution.E+W+S

(1)The following provisions of this section shall have effect where a society is to be dissolved by an instrument of dissolution under [F1section 55(1)(b)] of this Act.

(2)The instrument of dissolution shall set forth—

(a)the liabilities and assets of the society in detail;

(b)the number of the members and the nature of their respective interests in the society;

(c)the claims of creditors, if any, and the provision to be made for their payment; and

(d)unless stated in the instrument of dissolution to be left to the award of the [F2FCA or the PRA], the intended appropriation or division of the funds and property of the society.

(3)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 or, if the instrument was approved by a special resolution of the society, by a further special resolution [F3 or, if the instrument was approved by a special resolution of the society, by a further special resolution.].

(4)The instrument of dissolution shall be sent to the [F4FCA and, if the society is a PRA-authorised person, the PRA] 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 a misdemeanour or, in Scotland, an offence.

(5)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 [F5FCA] has received such a final return from the society as is referred to in section 39(4) of this Act.

[F6(5A)Subsection (5) of this section does not apply to an instrument which pursuant to section 55(1)(b)(iii) above is not confirmed by the [F7appropriate authority].

(5B)A copy of every special resolution for the purposes of section 55(1)(b) of this Act or subsection (3) 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 [F8FCA and, if the society is a PRA-authorised person, the PRA] before the end of the period of fourteen days beginning with the day on which the resolution was confirmed.

(5C)The [F9FCA] shall register any copy of a special resolution sent to it in accordance with subsection (5B) of this section at the same time as it registers the instrument of dissolution and any alterations thereto.]

(6)the [F10FCA] shall cause notice of the dissolution to be advertised F11. . . in the Gazette and in some newspaper circulating in or about the locality in which the society’s registered office is situated; and unless—

(a)within three months from the date of the Gazette in which that advertisement appears a member or other person interested in or having any claim on the funds of the society commences in the county court, or in Scotland before the sheriff, having jurisdiction in that locality proceedings to set aside the dissolution of the society; and

(b)that dissolution is set aside accordingly,

then, subject to subsection (7) of this section, the society shall be legally dissolved from the date of the advertisement and the requisite consents to [F12, or approval of,] the instrument of dissolution shall be deemed to have been duly obtained without proof of the signatures thereto or of the special resolution, as the case may be [F13or of the special resolution, as the case may be].

(7)If the certificate referred to in section 59 of this Act has not been lodged with the [F14FCA] 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 or of the special resolution, as the case may be.

(8)Notice of any proceedings to set aside the dissolution of a society shall be sent to the [F15FCA and, if the registered society is a PRA-authorised person, the PRA] 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 subsection (6) of this section, whichever is the earlier; and notice of any order setting the dissolution aside shall be sent by the society to the [F15FCA and, if the registered society is a PRA-authorised person, the PRA] within seven days after the making of the order.

(9)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) thereof to three members shall be construed as a reference to both members.

[F16(10)In this section “special resolution” has the same meaning as in section 50 of this Act.]

Textual Amendments

F1Words in s. 58(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 14(10) (with art. 10)

F2Words in s. 58(2)(d) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(2) (with Sch. 12)

F3Words in s. 58(3) inserted (8.1.2012) by The Legislative Reform (Industrial and Provident Societies and Credit Unions) Order 2011 (S.I. 2011/2687), arts. 1(1)(b), 9(3)(a) (with arts. 25, 26)

F4Words in s. 58(4) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(3) (with Sch. 12)

F5Word in s. 58(5) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(4) (with Sch. 12)

F6S. 58(5A)-(5C) inserted (8.1.2012) by The Legislative Reform (Industrial and Provident Societies and Credit Unions) Order 2011 (S.I. 2011/2687), arts. 1(1)(b), 9(3)(b) (with arts. 25, 26)

F7Words in s. 58(5A) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(5) (with Sch. 12)

F8Words in s. 58(5B) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(6) (with Sch. 12)

F9Word in s. 58(5C) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(7) (with Sch. 12)

F10Word in s. 58(6) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 11(8) (with Sch. 12)