Industrial and Provident Societies Act 1965

In this section, the expression “co-operative society” does not include a society which carries on, or intends to carry on, business with the object of making profits mainly for the payment of interest, dividends or bonuses on money invested or deposited with, or lent to, the society or any other person.

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 F4. . . the secretary of each F5(or, if more than two, of each of any two) of the constituent societies and is accompanied by two F170... copies F4. . . 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, F3the Authority shall issue to the society an acknowledgment of registration F6bearing the Authority’s seal

No society shall be registered under this Act under a name which in the opinion of F7the Authority is undesirable.

Subject to subsection (5) of this section, F8the last word in the name of every society registered under this Act shall be “limited” or, if the rules of the society state that its registered office is to be in Wales, either that word or the word “cyfyngedig”.

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 F7the authorityis satisfied that the objects of a society applying for registration under this Act or of a registered society are wholly charitable or benevolent, F10the Authority may register the society by a name which does not contain the word “limited”F11or the word “cyfyngedig”or, as the case may be, permit the society to change its name to one which does not contain F12either of those words; but if it subsequently appears to F7the Authority that the society, whether in consequence of a change in its rules or otherwise, is not being conducted wholly for charitable or benevolent objects, F10the Authority may direct that the word “limited”F11, or in an appropriate case the word “cyfyngedig”,be added as the last word in the name of the society and shall notify the society accordingly.

Where a registered society is a charity and its registered name does not include the word “charity” or the word “charitable”, the society must state the fact that it is a charity in legible characters—

Where a society’s registered name includes the words “elusen” or the word “elusennol”, subsection (1) of this section shall not apply in relation to any document which is wholly in Welsh.

The statement required by subsection (1) of this section shall be in English, except that, in the case of a document which is otherwise wholly in Welsh, the statement may be in Welsh if it consists of or includes the word “elusen” or the word “elusennol”.

Section 62 of this Act does not apply in respect of an offence committed by a registered society under section 61 of this Act where the offence consists of a failure to comply with this section.

Any officer of a registered society, or any other person acting on such a society’s behalf, who—

In the case of a conviction by virtue of paragraph (b) of subsection (5) of this section, the officer or other person shall further be personally liable to the holder of any such document as is referred to in that paragraph for the amount specified in the document unless that amount is duly paid by the society.

In this section “charity”—

In this section “conveyance” means any document for the creation, transfer, variation or extinction of an interest in land.

n subsection (5)(c) of this section the references to execution include—

Any interest in the shares of the society which are not withdrawable shall be disregarded for the purposes of subsection (1) of this section.

In the case of a society which is a private registered provider of social housing, the restriction in subsection (1) does not apply to shares acquired by a local authority under the power in section 2 of the Local Government Act 2000 F209or the power in section 1 of the Localism Act 2011.

Where subsection (2) or (3) of this section 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 commencement of this Act under section 10 thereof 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 to this Act or as near thereto as the circumstances admit.

The taking of deposits of not more than F18four hundred pounds in any one payment and not more than F18four hundred 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) of this section 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.

The validity of an act done by a registered society shall not be called into question on the ground of lack of capacity by reason of anything in the society’s registered rules.

A member of a registered society may bring proceedings to restrain the doing of an act which but for subsection (1) of this section would be beyond the society’s capacity; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the society.

It remains the duty of the members of the committee of a registered society to observe any limitations on their powers flowing from the society’s registered rules; and action by the members of the committee which but for subsection (1) of this section would be beyond the society’s capacity may only be ratified by the society by special resolution.

A resolution ratifying such action shall not affect any liability incurred by a member of the committee or any other person; relief from any such liability must be agreed to separately by special resolution.

The operation of this section is restricted by section 7D of this Act (application to charitable societies); and section 7E of this Act (transactions with members of the committee and connected persons in excess of powers) has effect notwithstanding this section.

In this section “special resolution” means a resolution passed by not less than 75% of such members of the society as (being entitled to do so) vote in person, or by proxy where the society’s rules allow proxies, at a general meeting of which not less than 21 days’ notice, specifying the intention to propose the resolution, has been duly given according to those rules.

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

In favour of a person dealing with a registered society in good faith, the power of the committee to bind the society, or authorise others to do so, shall be deemed to be free of any limitation under the society’s registered rules.

For this purpose—

The references above to limitations on the powers of the committee under the society’s registered rules include limitations deriving—

Subsection (1) of this section does not affect any right of a member of the society to bring proceedings to restrain the doing of an act which is beyond the powers of the committee; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the society.

Nor does subsection (1) affect any liability incurred by a member of the committee, or any other person, by reason of the committee’s exceeding its powers.

The operation of this section is restricted by section 7D of this Act (application to charitable societies); and section 7E of this Act (transactions with members of the committee and connected persons in excess of powers) has effect notwithstanding this section.

Sections 7A and 7B of this Act (capacity of society not limited by its rules and power of committee to bind society) do not apply to the acts of a registered society which is a charity except in favour of a person who—

However, where such a society purports to transfer or grant an interest in property, the fact that the act was not permitted by the society’s registered rules or, as the case may be, that the committee in connection with the act exceeded any limitation on its powers under those rules, does not affect the title of a person who subsequently acquires the property or any interest in it for full consideration without actual notice of any such circumstances affecting the validity of the society’s act.

In any proceedings arising out of subsection (1) of this section the burden of proving—

Where a registered society is a charity with its registered office situated in England or Wales, the ratification of an act under section 7A(3) of this Act, or the ratification of a transaction to which section 7E of this Act applies, is ineffective without the prior written consent of the F147Charity Commission for England and Wales.

In this section “charity”—

This section applies where a registered society enters into a transaction to which the parties include—

The transaction is voidable at the instance of the society.

Whether or not it is avoided, any such party to the transaction as is mentioned in subsection (1)(a) or (b) of this section, and any member of the committee who authorised the transaction, is liable—

Nothing in the above provisions shall be construed as excluding the operation of any other enactment or rule of law by virtue of which the transaction may be called in question or any liability to the society may arise.

The transaction ceases to be voidable if—

A person other than a member of the committee is not liable under subsection (3) of this section if he shows that at the time the transaction was entered into he did not know that the committee was exceeding its powers.

This section does not affect the operation of section 7B of this Act in relation to any party to the transaction not within subsection (1)(a) or (b) of this section.

But where a transaction is voidable by virtue of this section and valid by virtue of that section in favour of such a person, the court may, on the application of that person or of the society, make such order affirming, severing or setting aside the transaction, on such terms, as appear to the court to be just.

In section 7E of this Act “transaction” includes any act; and the reference in subsection (1) of that section to limitations under the society’s registered rules includes limitations deriving—

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F154Sections 252 to 255 of the Companies Act 2006 shall apply for the purposes of references in section 7E(1) of this Act to a person’s being “connected” with a committee member F155..., but shall so apply—

Any regulations made under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

In section 7E(4) of this Act “enactment” includes an enactment comprised in—

means the court having jurisdiction to wind up the society under the provisions of the Insolvency Act 1986 as applied by section 55 of this Act.

F21the Authority, 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 F24bearing the Authority’s seal

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 or national saving certificates or such other securities of Her Majesty’s Government in the United Kingdom as may for the time being be prescribed under F25section 47(1) of the M3Friendly Societies Act 1974 by the F26Treasury; 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 commencement of this Act, was included among the registered rules of a registered society by virtue of section 8(3) of the M4F27Societies (Miscellaneous Provisions) Act 1940 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) of this section, 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 had subscribed his name and affixed his seal thereto 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 27th March 1928, 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 of this Act 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.

In its application to Scotland, subsection (1) of this section shall have effect as if the words “and affixed his seal” were omitted.

In subsection (1) of this section “specified amount” means £5 or such other amount as the Treasury may specify by order.

The power to make an order under this section shall be exercisable by statutory instrument, which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

Subsection (1)(c)(ii) of this section shall not authorise the cancellation of the registration of any society to which section 4 of this Act 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 F29and Authority under subsection (4)(b) of this section shall be liable on summary conviction to a fine not exceeding F38level 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 Gazette and in some local newspaper circulating in or about the locality in which the society’s registered office is situated.

As from the date of the publication in the Gazette under subsection (6) of this section of 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 16(3) of this Act of the proposed cancellation of a society’s registration, that society duly lodges an appeal from the proposed cancellation under section 18(1)(c) of this Act, F39the Authority may by F43notice in writingsuspend 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 F39the Authority to a society before its registration is suspended under subsection (1)(a) of this section.

Notice of every suspension of a society’s registration under subsection (1)(a) or (2) of this section and of any renewal of a suspension under subsection (1)(b) thereof shall, as soon as practicable after it takes place, be published in the Gazette and in some local newspaper circulating in or about the locality in which the society’s registered office is situated.

From the date of publication in the Gazette of a notice under subsection (4) of this section of the suspension of any society’s registration under subsection (1)(a) or (2) of this section until the period of that suspension and any renewal thereof under subsection (1)(b) of this section ends (whether on the expiration of that period or on a successful appeal under section 18(1)(d) of this Act 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.

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An appeal under the foregoing subsection shall lie F47to the High Court or, in the case of a society whose registered office is situated in Scotland, to the Court of Session

If any decision such as is mentioned in subsection (1)(a) or (b) of this section is overruled on appeal, F45the Authority 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 10(3), of this Act.

Shares in a registered society may be held by any other body corporate (if that body’s regulations so permit) by 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, or, in Scotland, before the sheriff, within whose jurisdiction the society’s registered office is situate or within whose jurisdiction 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 the foregoing subsection 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 the F144spouse, civil partner, father, mother, child, brother, sister, nephew or niece of the nominator.

A nomination by a member of a society under subsection (1) of this section 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) of this section and any revocation or variation of any nomination under that subsection shall be recorded.

The marriage of a member of a society shall operate as a revocation of any nomination made by him before the marriage and after 31st December 1913; but if any property of that member has been transferred by an officer of the society in pursuance of that nomination in ignorance of a marriage contracted 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 subsections (2) and (4) of this section, where any member of a registered society has made a nomination under section 23 of this Act, 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, the foregoing subsection 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 capital 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 capital 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.

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If any member of a registered society dies . . . F51 and at his death his property in the society in respect of shares, loans or deposits does not exceed in the whole F52£5,000 and is not the subject of any nomination under section 23 of this Act, then, F146subject to subsection (2) of this section, the committee of the society may, without letters of administration F53or probate of any will or, in Scotland, without confirmation having been obtained, distribute that property among such persons as appear to the committee on such evidence as they deem satisfactory to be entitled by law to receive it.

If the member aforesaid was illegitimate and leaves no widow, widower, surviving civil partner or issue, (including any illegitimate child of the member) and neither of his parents survives him, the committee shall deal with his property in the society as the Treasury shall direct.

Subject to subsection (2) of this section, where in the case of a member of a registered society or a person claiming through such a member the society’s committee are satisfied after considering medical evidence that the member or person is incapable through disorder or disability of mind of managing his own affairs and are also satisfied that no person has been duly appointed to administer his property on his behalf, and it is proved to the satisfaction of the committee that it is just and expedient so to do, the society may pay the amount of any shares, loans, and deposits belonging to that member or person to any person whom they judge proper to receive it on his behalf, whose receipt shall be a good discharge to the society for any sum so paid.

Any contract which, if made between private persons, would be by law required to be in writing and, if made according to English law, to be under seal may be made, varied or discharged on behalf of a registered society in writing under the common seal of the society; and any contract which may be or have been made, varied or discharged in accordance with this subsection shall, so far as concerns its form, be effectual in law and binding on all parties thereto, their heirs, executors or administrators, as the case may be.

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.

Subsection (1) of this section shall not apply to Scotland; and nothing in that subsection shall prejudice the operation in England and Wales of the M5Corporate Bodies’ Contracts Act 1960.

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 has 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.

Notwithstanding any enactment 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 force of subsection (1) of this section, 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 62 of this Act does not apply in respect of an offence committed by a registered society under section 61 of this Act 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.

In this section “enactment” includes an enactment comprised in—

The following provisions have effect with respect to the execution of documents by a registered society under the law of England and Wales.

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

A document—

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 has 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) of this section apply whether or not the society has a common seal; and, in subsection (5) of this section, “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.

Under the law of Scotland, for the purposes of any enactment—

In this section “enactment” includes an enactment comprised in—

This section applies to a registered society if—

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) of this section must be given—

As between the society and a person dealing with such an agent, the agent’s authority continues—

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.

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.

Where land in Scotland is held in security by a registered society by virtue of a heritable security constituted by an ex facie absolute conveyance, whether qualified by a back letter or not, a receipt in or as nearly as may be in form C in Part II of Schedule 3 to this Act endorsed on or annexed to the conveyance shall, on the registration thereof in the General Register of Sasines, effectually discharge that heritable security and disburden the land comprised therein, and vest that land in the person or persons entitled thereto at the date of the granting of the receipt in the like manner and to the like effect as if a conveyance containing all usual and necessary clauses had been granted by the society to that person or persons and duly registered as aforesaid.

Where land in Scotland is held in security by a registered society by virtue of a heritable security other than the one constituted by an ex facie absolute conveyance, a receipt in or as nearly as may be in form D in the said Part II endorsed on or annexed to the deed constituting that heritable security shall, on the registration thereof in the General Register of Sasines, effectually discharge that heritable security and disburden the land comprised therein in the like manner and to the like effect as if a discharge containing all usual and necessary clauses had been granted by the society and duly registered as aforesaid.

Where property other than land is held in security by a registered society in Scotland, a receipt in or as nearly as may be in form E in the said Part II shall discharge the security, and vest the property comprised therein in the person or persons entitled thereto at the date of the granting of the receipt without the necessity of any further deed:

The fees payable in respect of the registration of receipts mentioned in this section shall in no case exceed F58 25p . . . F59

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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.

A society (“S”) is to be regarded as having supplied to a person (“P”) a copy of S’s latest return if each of the following conditions is satisfied.

If the return is absent from the website for part of the period referred to in subsection (9), the absence is to be disregarded if it is wholly attributable to circumstances that it would not be reasonable to have expected S to prevent or avoid.

This section applies to a society registered under section 1 before the day on which this section comes into force.

For the purposes of subsection (3) “the appropriate date” is 31st March of the year in which an annual return is required by section 39 to be sent to the Authority or the date on which that return is so sent, whichever is the earlier.

In the case of a society which is terminated by an instrument of dissolution under section 55(1)(b) of this Act the last year of account for that society ends with the date of the instrument of dissolution.

A society to which this section applies may alter the date on which its current and subsequent years of account end to a date other than that specified in subsection (3)(a) or (b) by notice to the Authority.

A notice under subsection (6) must state whether it extends or shortens the current year of account.

This section applies to a society registered under section 1 of this Act on or after the day on which this section comes into force.

The year of account for a society to which this section applies is determined according to its accounting reference date in each calendar year.

Subject to subsection (7) below the accounting reference date is the last day of the month in which the anniversary of its registration falls.

The first year of account is the period of more than 6 months but not more than 18 months beginning with the date of the society’s registration and ending with its accounting reference date.

Subsequent years of account are successive periods of 12 months beginning immediately after the end of the previous year of account and ending with the society’s accounting reference date.

In the case of a society which is terminated by an instrument of dissolution under section 55(1)(b) of this Act the last year of account for that society ends with the date of the instrument of dissolution.

A society to which this section applies may by notice to the Authority specify a new accounting reference date having effect in relation to the society’s current and subsequent years of account.

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 require him so to do and for the payment by him of all sums due from him to the society.

In the application of this section to Scotland, for the reference in subsection (2)(a) thereof to a surety there shall be substituted a reference to a cautioner.

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

In its application to Scotland, this section shall have effect as if for subsection (3)(b) thereof there were substituted the following:—

Where it appears to a society that an electronic address shown on the register pursuant to subsection (1) is no longer current, the society may remove that address from the register.

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.

F68Any person authorised for the purpose by the Authority may, on producing evidence of his authority, 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 of this Act applies, the foregoing subsection 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 the foregoing subsection, 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) of this section, F69the Authority may, if F70it 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 the foregoing subsection shall deposit with F69the Authorityas security for the costs of the proposed inspection such sum as F70it 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 F69the Authority may 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.

F69the Authorityshall communicate the results of any inspection under this section to the applicants and to the society.

F71the Authoritymay 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 F71the Auhority such books, accounts and other documents relating to the business of the society, and to furnish to F72itsuch other information relating to that business, as F71the Authority considers necessary for the exercise of any of the powers which F72it has by virtue of section 16(1)(c)(ii), 16(4) or 56 of this Act; 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 the foregoing subsection shall be liable on summary conviction to a fine not exceeding F73level 3 on the standard scale or to imprisonment for a term not exceeding three months or to both.

F71the Authority may, if F72it considers it just, direct that all or any of the expenses incurred by F72itin exercising F72its powers under subsection (1) of this section in relation to any society shall, either wholly or to such extent as F72it 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 F71the Authority 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 examination or meeting and are not actuated by malicious motives, and such notice of the application shall be given to the society, as F74the Authority shall direct.

F74the Authority may, if F76it thinks fit, require the applicants to give security for the costs of the proposed examination or meeting before appointing any inspector or calling the meeting.

All expenses of and incidental or preliminary to any such examination 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 F74the Authority 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.

F74the Authority 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.

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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 F78the Authority and registered by F79it; 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 any special resolution for registration in accordance with the last foregoing subsection within fourteen days from the day on which the resolution is confirmed under subsection (2)(b) of this section, but this subsection shall not invalidate registration of the resolution after that time.

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 50 of this Act shall have effect for the purposes of this section as they have effect for the purposes of that section.

In its application to Scotland, subsection (1) of this section shall have effect as if for the word “assignment” there were substituted the word “assignation”.

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.

If a special resolution for converting a registered society into a company contains the particulars required by F156the Companies Acts to be contained in the memorandum of association of a company and a copy thereof has been registered by the F80the Authority, a copy of that resolution under the seal and stamp of F80the Authority. . . shall have the same effect as a memorandum of association duly F157authenticated under the Companies Acts.

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.

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 F80the Authority. . .

A company registered under the Companies Acts may, F149by 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 F82the maximum for the time being permitted by section 6(1) of this Act in the case of a member of a registered society, 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 F84the Authority 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) of this Act, a certificate similarly sealed or signed that the rules of the society referred to in the resolution have been registered.

A copy of any such resolution as aforesaid F159... together with the certificate issued as aforesaid by F84the Authority shall be sent for registration F160to the registrar of companies and, upon his registering that resolution and certificate, the conversion shall take effect.

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

Subject to the next following subsection, upon the conversion of a company into a registered society under this section, the registration of the company under the Companies Acts shall become void and shall be cancelled by the registrar of companies F161....

In subsection (1)(b) above “special resolution” has the same meaning as in section 50 of this Act.

For the purposes of subsection (1)(b)(iii) above the Authority shall be deemed to have confirmed a special resolution if, within twenty one days of the credit union sending a copy of that special resolution to the Authority, the Authority has not notified the credit union in writing to the contrary.

A copy of any resolution passed for the voluntary winding up of a registered society must be sent by the society to the Authority within 15 days after it is passed.

For the purposes of section 62 of this Act (offences by officers etc ) as it applies in relation to a failure to comply with this subsection, a liquidator of the society shall be treated as an officer of it.

A copy of any resolution passed for the voluntary winding up of a registered society must be annexed to every copy of the registered rules of the society issued after the passing of the resolution.

This section has effect subject to section 59 of this Act (restriction on dissolution or cancellation of registration).

The following provisions of this section shall have effect where a society is to be dissolved by an instrument of dissolution under F164section 55(1)(b) of this Act.

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 F205 or, if the instrument was approved by a special resolution of the society, by a further special resolution..

The instrument of dissolution shall be sent to F87the Authority 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.

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 F87the Authority has received such a final return from the society as is referred to in section 39(4) of this Act.

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 Authority.

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 Authority before the end of the period of fourteen days beginning with the day on which the resolution was confirmed.

The Authority 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.

If the certificate referred to in section 59 of this Act has not been lodged with the F87the Authority 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.

Notice of any proceedings to set aside the dissolution of a society shall be sent to F87the Authority 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 F87the Authority 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) thereof to three members shall be construed as a reference to both members.

In this section “special resolution” has the same meaning as in section 50 of this Act.

Nothing in subsection (1) above or in rules of a kind mentioned in that subsection prevents any person, in accordance with the scheme for which Part XVI of the Financial Services and Markets Act 2000 provides (the ombudsman scheme), from having a complaint dealt with under such a scheme before, or instead of, determination in the manner directed in the rules.

If the rules contain directions by virtue of which a dispute would fall to be determined by the Authority, the dispute shall instead be referred to the county court or, in Scotland, to the sheriff for determination.