Change of name, amalgamation and transfer of engagements and conversion of societies

84 Conversion of registered societies into companies.

(1)

A registered society may by special resolution determine to convert itself into a company under F1the Companies Act 2006.

(2)

If a special resolution for converting a registered society into a company contains the particulars F2required by subsection (1) of section 8 of the Companies Act 2006 to be contained in the memorandum of association of a company and a copy thereof has been registered F3by the F4FCA, a copy of that resolution under the seal and stamp of the F4FCA shall have the same effect as a memorandum of association duly F5authenticated as required by subsection (2) of that section.

(3)

Subject to subsection (4) below, if a registered society is registered as a company under F6the Companies Act 2006, the registration of that society under this Act shall thereupon become void and shall be cancelled by the F4FCA.

(4)

Registration of a registered society as a company shall not affect any right or claim subsisting against the society or any penalty 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.