If, on any modification of the statutory provisions in force in Great Britain or Northern Ireland relating to companies, it appears to the Treasury to be expedient to modify the relevant provisions of this Act for the purpose of assimilating the law relating to companies and the law relating to building societies, the Treasury may, by order, make such modifications of the relevant provisions of this Act as they think appropriate for that purpose.

The power to make an order under this section is exercisable by statutory instrument but no such order shall be made unless a draft of it has been laid before and approved by a resolution of each House of Parliament.

In this section—

• “modification” includes any additions and, as regards modifications of the statutory provisions relating to companies, any modification whether effected by any future Act or by an instrument made after the passing of this Act under an Act whenever passed; and

• “statutory provisions” includes the provisions of any instrument made under this Act.

An order under this section may make different provision for different cases or different areas and may contain such incidental, supplemental and transitional provisions as may appear to the Secretary of State to be necessary or expedient.

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

The power conferred by this paragraph, and activities carried on under it, for the purposes of an adoptable power are not to be treated as included in, or in activities comprised in, that adoptable power for the purposes of paragraph 16 of Schedule 2 to this Act.

Any member of the public shall be entitled, F8subject to subsection (3) below, to be furnished with a copy of all or any of the documents or records kept in the public file of a building society.

The Authority may charge a reasonable fee for making the public file available to any person for inspection under subsection (1)(b) above, or for furnishing any person with a copy of any documents or records under subsection (2) above.

An application for approval under subsection (2) or (4) above shall be made to the F10Authority in such form as it directs and accompanied by such information or evidence as it requires generally or in the particular case.

Subsection (1) above does not prohibit a person from using a description (other than his name) which, or from holding himself out in a way that, indicates a connection between himself or his business and one or more building societies if and to the extent he has been authorised to do so in writing by the society or societies in question.

Subsection (1) above does not prohibit a person from using a description (other than his name) which, or from holding himself out in a way that, indicates a connection between himself or his business and building societies generally where the connection indicated is not misleading.

A person who contravenes subsection (1) above shall be liable on summary conviction to a fine not exceeding level 5 on the standard scale; and where the contravention involves a public display or exhibition of the offending name, description or other matter, there shall be a fresh contravention of the subsection on each day during which that person causes or permits the display or exhibition to continue for which that person shall be liable on summary conviction to a fine not exceeding £200.

In this section—

No transfer effected by subsection (6) or (7) of section 97 shall give rise to any liability to stamp duty

Subject to subsection (3) below, any provision to which this section applies, whether contained in the rules of a building society or in any contract with a building society or otherwise, shall be void.

Section 727 of the M7Companies Act 1985 or, as the case may be, Article 675 of the M8Companies (Northern Ireland) Order 1986 (which empower the court to grant relief in certain cases of negligence, default, breach of duty or breach of trust) shall apply in relation to officers and auditors of a building society as it applies in relation to officers and auditors a company.

Notwithstanding any limitation on the time for the taking of proceedings contained in any Act, summary proceedings for any offence under this Act may, subject to subsection (2) below, be commenced by the F16Authority at any time within the period of one year beginning with the date of which evidence sufficient in the opinion of the F16Authority to justify a prosecution for the offence, comes to its knowledge.

Nothing in subsection (1) above shall authorise the commencement of proceedings for any offence at a time more than three years after the date on which the offence was committed.

For the purposes of subsection (1) of this section a certificate, purporting to be signed by or on behalf of the F16Authority, as to the date on which such evidence as is mentioned in that subsection came to its knowledge, shall be conclusive evidence of that date.

In the application of this section to Scotland, in subsection (1) the words “by the Authority” shall be omitted and in this section references to the F16Authority shall be read as references to the Lord Advocate.

In the application of this section to Scotland, F17section 136(3) of the Criminal Procedure (Scotland) Act 1995 shall apply for the purposes of this section as it applies for the purposes of that section.

Where an offence under any provision of this Act committed by a building society is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, any officer of the society he, as well as the society, shall be guilty of that offence and liable to be proceeded against and punished in accordance with that provision.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Where an offence under any provision of this Act committed by a body corporate other than a building society is proved to have been committed with the consent or connivance, or to be attributable to any neglect on the part of, any officer of the body corporate he, as well as the body corporate, shall be guilty of that offence and liable to be proceeded against and punished accordingly.

In any proceedings for an offence under this Act, it shall be a defence for a person charged to prove that he took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by himself or any person under his control

Any document bearing the seal or stamp of the Authority shall be received in evidence without further proof.

Any document purporting to have been signed by a person authorised to do so on behalf of the Authority shall, in the absence of any evidence to the contrary, be received in evidence without proof of the signature.

In subsections (1) and (1A), “document” means any document issued, received or created by the Authority for the purposes of or in connection with this Act.

Any printed document purporting to be a copy of the rules or memorandum of a building society, and certified by the secretary or other officer of the society to be a true copy of its rules or memorandum as registered, shall be received in evidence and shall, in the absence of any evidence to the contrary, be deemed to be a true copy of its rules or memorandum.

Subject to any other provision of this Act or regulations under it, any record to be kept by a building society may be kept in any manner.

Where any such record 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 power in subsection (1) above includes power to keep the record by recording matters otherwise than in legible form so long as the recording is capable of being reproduced in a legible form; and any duty imposed by or under this Act to allow inspection of, or to furnish a copy of, the record or any part of it is to be treated as a duty to allow inspection of, or to furnish, a reproduction of the recording or of the relevant part of it in a legible form.

The F20Treasury may by regulations, make such provision in addition to subsection (3) above as F21they consider appropriate in connecton with such records as are kept otherwise than in legible form; and the regulations may make modifications of this Act so far as it relates to the records of building societies.

This section has effect in relation to any notice, directions or other document required or authorised by or under any provision of this Act or by the rules of a building society to be served on any person other than the F22Authority but subject, in the case of notices or other documents to be given or sent to members of a building society, to any provision of its rules.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The Authority may, by directions under this section, make provision with respect to the form of, and the particulars to be included in, any document to be sent to it under this Act.

The directions have effect subject to any other provision of or made under this Act.

Subject to the provisions of this section and Schedule 20, the financial year of building societies shall be the period of twelve months ending with 31st December.

The initial financial year of a building society shall be such period as expires with the end of the calendar year in which it is established and the final financial year of a building society shall be such shorter period than twelve months as expires with the date as at which the society makes up its final accounts.

A building society whose financial year does not, by virtue of the saving provisions of Schedule 20, end with 31st December may alter its financial year by making up its accounts for one period of more than 6 months, and not more than 18 months, ending with 31st December; and in relation to a building society exercising the power conferred by this subsection, references in this Act to a financial year of the society include references to that period.

This section has effect for determining for the purposes of this Act whether, in any financial year, a building society has a “qualifying asset holding”.

A building society has a qualifying asset holding in any financial year, if, and only if, the aggregate value of its total commercial assets, as shown in its annual accounts for the previous year, is not less than £100 million or such other amount as may be substituted for it under subsection (3) below.

The Commission, with the consent of the Treasury, may by order made by statutory instrument substitute for the amount for the time being specified in subsection (2) above such other amount as the Commission considers appropriate.

An order under subsection (3) above may contain such transitional provisions as the Commission considers necessary or expedient.

An instrument containing an order under subsection (3) above shall be subject to annulment in pursuance of a resolution of either House of Parliament.

In this Act, except where the context otherwise requires—

• F27“adopt” and “adopted”, in relation to powers, and “adoptable powers” have the meaning given by paragraph 1 of Schedule 2 of this Act;

• F27“advance secured on land” and “advance fully secured on land” have the meanings given by section 10(1) and (11) and references to class 1 or class 2 advances are to be construed in accordance with sections 11 and 12;

• F28F27“advance secured on third party land” has the meaning given by section 10(4A);

• “the annual accounts” has the meaning given by section 72(10);

• “the annual business statement” has the meaning given by section 74(1);

• “the applicable winding up legislation” and “the companies winding up legislation” have the meanings given by section 90;

• F29“associated undertaking” shall be construed in accordance with paragraph 20 of Schedule 4A to the M10Companies Act 1985 read—

  1. a

     in conjunction with sections 259 and 260 of, and paragraphs 5 to 11 of Schedule 10A to, that Act; and

  2. b

     as if the reference to an undertaking included in the consolidation were a reference to an undertaking which would be so included if consolidated accounts were being prepared at the material time;

• F30. . .

• F31“the Authority” means the Financial Services Authority;

• F32“borrowing members’ resolution” has the meaning given by paragraph 29(1) of Schedule 2 to this Act and, subject to paragraph 29(2), “borrowing member” has the meaning given by paragraph 5 of that Schedule;

• “building society” means a building society incorporated (or deemed to be incorporated) under this Act;

• F33. . .

• F33. . .

• F33. . .

• F34“connected undertaking” means a subsidiary undertaking or an associated undertaking;

• F35“the court”, in relation to a building society, means the court which has jurisdiction under the applicable winding up legislation to wind up the society;

• F33. . .

• F36F37. . .;

• “deferred shares” means shares of a class defined by order of the F38Treasury, in a statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament;

• F39“deposit” includes—

  1. a

     a loan; and

  2. b

     a subordinated deposit, that is to say, a deposit which, on a winding up, would fall to be repaid only after repayment in full had been made to the holders of shares in the society other than deferred shares,

  and cognate expressions shall be construed accordingly;

• “dispose”, in relation to any property, includes the granting of any interest in or right over it;

• “executive”, in relation to a director, means a person who holds office as a director and also as chief executive, secretary or manager;

• “financial year” is to be construed in accordance with section 117;

• “heritable security” means a security capable of being constituted over any land by disposition or assignation of that interest in security of any debt and of being recorded in the Register of Sasines or, as the case may be, in the Land Register of Scotland and includes a security constituted by a standard security and any other charge enforceable in the same manner as a standard security;

• F40“interest”, in relation to shares, includes dividends;

• F41. . .

• F42“land”, in the expression “loan secured on land”, has the meaning given by section 6A(8);

• “loan secured on land” and “loan fully secured on land” shall be construed in accordance with sections 6A and 6B respectively;

• “manager”, in relation to a building society, means a person (other than the chief executive) employed by the society who, under the immediate authority of a director or the chief executive of the society exercises managerial functions or is responsible for maintaining accounts or other records of the society;

• F43“member” shall be construed in accordance with paragraph 5 of Schedule 2 to this Act;

• “memorandum” has the meaning given by paragraph 1 of Schedule 2 to the Act;

• F27“mobile home loan” means a loan under section 15;

• “mortgage” includes charge;

• F44“mortgage debt”, in relation to a loan secured on land and any time, means the total amount outstanding at that time in respect of—

  1. a

     the principal of the loan;

  2. b

     interest on the loan; and

  3. c

     any other sum which the borrower is obliged to pay the society under the terms of the loan;

• F45. . .

• “notice” means written notice and “notice to” a person means notice given to that person, and “notify” shall be construed accordingly;

• “officer”, in relation to a building society, means any director, chief executive, secretary or manager of the society; and, in relation to any offence, “officer” also includes any person who purports to act as an officer of the society; and in relation to any other body corporate means the corresponding officers of that body;

• “officially notified”, in relation to the appointment or address of a director or the chief executive of a building society, means respectively notified to, and the last address notified to, the F46Authorityunder section 61(13) or 59(6), as the case may be;

• F47“ordinary resolution” means a resolution which will be effective without being passed as a special resolution, shareholding members’ resolution or borrowing members’ resolution;

• F48“own funds” means own funds as defined in Section 1 of Chapter 2 of Title V of the Banking Consolidation Directive;

• F49. . .

• “the public file”, in relation to a building society, means the file relating to the society which the F50Authority is required to maintain under section 106;

• F27“qualifying asset holding”, in relation to a building society, shall be construed in accordance with section 118;

• “registered address”, in relation to a member of a building society, has the meaning given by paragraph 13 of Schedule 2 to this Act;

• “the repealed enactments” means the M11Building Societies Act 1962 or the M12Building Societies Act 1874 or, in relation to Northern Ireland, the M13Building Societies Act (Northern Ireland) 1967;

• F51“residential property” has the meaning given by section 5(10);

• F52“share”, in relation to a building society, shall be construed in accordance with section 8;

• “shareholder and depositor” includes a potential shareholder or depositor;

• F53“shareholding member” has the meaning given by paragraph 5 of Schedule 2 to this Act;

• “shareholding members” resolution’ has the meaning given by paragraph 27A of that Schedule;

• “special resolution” has the meaning given by paragraph 27 of Schedule 2 to this Act;

• F27“subsidiary” F54has the meaning given by section 736 of the M14Companies Act 1985;

• F55“Subsidiary undertaking” shall be construed in accordance with the provisions of section 258 of the Companies Act 1985, read in conjunction with sections 259 and 260 of, and Schedule 10A to, that Act;

• “summary financial statement” has the meaning given by section 76(1);

• F27C3“total commercial assets”, in relation to a building society, means the aggregate of its class 1 assets, its class 2 assets and its class 3 assets.

Any reference in this Act to the seal of the Authority is a reference to the seal provided for in regulations made under section 109(1)(b) of the Friendly Societies Act 1974 (and not to the Authority’s common seal).

In relation to F57loans secured on land in Scotland, “mortgage” means a heritable security, “mortgagor” and “mortgagee” mean respectively the debtor and creditor in a heritable security and connected expressions shall be construed accordingly.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

In this Act “The Banking Consolidation Directive” means Directive 2000/12/EC of the European Parliament and of the Council of 20 March 2000 relating to the taking up and pursuit of the business of credit institutions.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Any reference in this Act (however expressed) to loans being owed to a building society or a subsidiary undertaking of a building society is a reference to their being so owed either at law or in equity.

The foregoing provisions of this Act shall be construed and have effect as if section 124 and Schedule 21 were contained in another Act and references in those provisions to this Act shall be construed accordingly.

The enactment specified in Schedule 18 to this Act shall have effect with the amendments made by that Schedule.

Subject to the saving provisions of Schedule 20, and of any order under section 121, the enactments specified in Schedule 19 to this Act are hereby repealed or revoked to the extent specified in the third column of that Schedule.

Where any enactment amended or repealed or revoked by subsection (1) or (2) above extends to any part of the United Kingdom, the amendment or repeal or revocation extends to that part.

The transitional and saving provisions of Schedule 20 to this Act shall have effect.

The Treasury may, by order made by statutory instrument, make such provision as appears to them to be necessary or expedient for the purposes of the transition to the provisions of this Act from the existing enactments applicable in England and Wales, Scotland or Northern Ireland to building societies.

An order under this section which contains any provision authorised by subsection (2)(b) or (c) above shall be subject to annulment in pursuance of a resolution of either House of Parliament.

In this section “the existing enactments” means the enactments in force at the passing of this Act, including any enactment amended by Schedule 18 to this Act.

With the exception of F67section 15, section 124 and Schedule 21 and subject to section 120(3), this Act extends to Northern Ireland.

Subject to any Order made by virtue of subsection (1)(a) of section 3 of the M15Northern Ireland Constitution Act 1973 building societies shall not be a transferred matter for the purposes of that Act but shall for the purposes of subsection (2) of that section be treated as specified in Schedule 3 to that Act.

This Act shall come into operation as follows.

Part I (and Schedule 1) shall come into operation at the end of the period of two months beginning with the day on which this Act is passed.

The remaining provisions of this Act, except sections 121, 124, 125, this section, in Schedule 20, paragraph 7 (and section 120(4) so far as it relates to that paragraph) and Schedule 21, shall come into operation on such day as the Treasury may appoint by order made by statutory instrument and different days may be appointed for different provisions or different purposes.

Section 124 and Schedule 21 shall come into operation on such day as the Lord Chancellor may appoint by order made by statutory instrument.

Any reference to the commencement of or the commencement date for a provision of this Act is a reference to the date appointed under this section for that provision to come into operation.