Housing Act 1996

Part II E+W+S Constitution, change of rules, amalgamation and dissolution

General power to remove director, trustee, &c. E+W

4 (1) The [F1 Relevant Authority] may, in accordance with the following provisions, by order remove—

(a) a director or trustee of a registered social landlord which is a registered charity,

(b) a committee member of a registered social landlord which is an industrial and provident society, or

(c) a director of a registered social landlord which is a company registered under the Companies Act 1985.

(2) The [F1 Relevant Authority] may make an order removing any such person if—

(a) he has been adjudged bankrupt or has made an arrangement with his creditors;

(b) he is subject to a disqualification order [F2 or disqualification undertaking] under the M1 Company Directors Disqualification Act 1986 [F3 or to a disqualification order under Part II of the companies (Northern Ireland) order 1989] [F4 or disqualification undertaking under the Companies Directors Disqualification (Northern Ireland) Order 2002];

(c) he is subject to an order under section 429(2) of the M2 Insolvency Act 1986 (failure to pay under county court administration order);

(d) he is disqualified under section 72 of the M3 Charities Act 1993 from being a charity trustee;

(e) he is incapable of acting by reason of mental disorder;

(f) he has not acted; or

(g) he cannot be found or does not act and his absence or failure to act is impeding the proper management of the registered social landlord’s affairs.

(3) Before making an order the [F1 Relevant Authority] shall give at least 14 days’ notice of its intention to do so to the person whom it intends to remove, and to the registered social landlord.

(4) That notice may be given by post, and if so given to the person whom the [F1 Relevant Authority] intend to remove may be addressed to his last known address in the United Kingdom.

(5) A person who is ordered to be removed under this paragraph may appeal against the order to the High Court.

Textual Amendments

F1 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

F2 Words in Sch. 1 para. 4(2)(b) inserted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. II para. II para. 21; S.I. 2001/766, art. 2(1)(a)

F3 Words in Sch. 1 para. 4(2)(b) inserted (2.4.2001) by 2000 c. 39, s. 8, Sch. 4 Pt. II para. 21; S.I. 2001/766, art. 2(1)(a)

F4 Words in Sch. 1 para. 4(2)(b) inserted (with application in accordance with art. 1(2) of the amending S.I.) by Insolvency Act 2000 (Company Directors Disqualification Undertakings) Order 2004 (S.I. 2004/1941), art. 1(2), Sch. para. 8

Marginal Citations

M1 1986 c. 46.

M2 1986 c. 45.

M3 1993 c. 10.

Restriction on power of removal in case of registered charity E+W

5 (1) The [F5 Relevant Authority] may make an order under paragraph 4 removing a director or trustee of a registered charity only if the charity has, at any time before the power is exercised—

(a) received financial assistance under section 24 of the M4 Local Government Act 1988 (assistance for privately let housing accommodation),

(b) had property transferred to it on a qualifying disposal under section 135 of the M5 Leasehold Reform, Housing and Urban Development Act 1993, or

(c) received a grant or loan under any of the following provisions.

(2) The provisions are—

• section 18 of this Act (social housing grants),

• section 22 of this Act or section 58 of the M6 Housing Associations Act 1985 (grants or loans by local authorities),

• section 50 of the M7 Housing Act 1988, section 41 of the Housing Associations Act 1985 or any enactment replaced by that section (housing association grant),

• section 51 of the Housing Act 1988 or section 54 or 55 of the Housing Associations Act 1985 (revenue deficit grant or hostel deficit grant),

• section 79 of the Housing Associations Act 1985 (loans by Housing Corporation),

• section 31 of the M8 Housing Act 1974 (management grants), or

• any enactment mentioned in paragraph 2 or 3 of Schedule 1 to the Housing Associations Act 1985 (pre-1974 grants and certain loans).

Textual Amendments

F5 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M4 1988 c. 9.

M5 1993 c. 28.

M6 1985 c. 69.

M7 1988 c. 50.

M8 1974 c. 44.

Registered charity: power to appoint new director or trustee E+W

6 (1) The [F6 Relevant Authority] may by order appoint a person to be a director or trustee of a registered social landlord which is a registered charity—

(a) in place of a person removed by the [F6 Relevant Authority],

(b) where there are no directors or no trustees, or

(c) where the [F6 Relevant Authority] is of the opinion that it is necessary for the proper management of the charity’s affairs to have an additional director or trustee.

The power conferred by paragraph (c) may be exercised notwithstanding that it will cause the maximum number of directors or trustees permissible under the charity’s constitution to be exceeded.

(2) The [F6 Relevant Authority] shall only exercise its power under sub-paragraph (1) if—

(a) the charity has, at any time before the power is exercised, received financial assistance, had property transferred to it, or received a grant or loan as mentioned in paragraph 5, and

(b) the [F6 Relevant Authority] has consulted the Charity Commissioners.

(3) A person may be so appointed notwithstanding any restrictions on appointment in the charity’s constitution or rules.

(4) A person appointed under this paragraph shall hold office for such period and on such terms as the [F6 Relevant Authority] may specify; and on the expiry of the appointment the [F6 Relevant Authority] may renew the appointment for such period as it may specify.

This does not prevent a person appointed under this paragraph from retiring in accordance with the charity’s constitution or rules.

(5) A person appointed under this paragraph as director or trustee of a registered charity is entitled—

(a) to attend, speak and vote at any general meeting of the charity and to receive all notices of and other communications relating to any such meeting which a member is entitled to receive,

(b) to move a resolution at any general meeting of the charity, and

(c) to require a general meeting of the charity to be convened within 21 days of a request to that effect made in writing to the directors or trustees.

Textual Amendments

F6 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Company: power to appoint new director E+W

7 (1) The [F7 Relevant Authority] may by order appoint a person to be a director of a registered social landlord which is a company registered under the M9 Companies Act 1985—

(a) in place of a director removed by the [F7 Relevant Authority],

(b) where there are no directors, or

(c) where the [F7 Relevant Authority] is of the opinion that it is necessary for the proper management of the company’s affairs to have an additional director.

(2) A person may be so appointed whether or not he is a member of the company and notwithstanding anything in the company’s articles of association.

(3) Where a person is appointed under this paragraph—

(a) he shall hold office for such period and on such terms as the [F7 Relevant Authority] may specify, and

(b) on the expiry of the appointment the [F7 Relevant Authority] may renew the appointment for such period as it may specify.

This does not prevent a person from retiring in accordance with the company’s articles of association.

(4) A person appointed under this paragraph is entitled—

(a) to attend, speak and vote at any general meeting of the company and to receive all notices of and other communications relating to any general meeting which a member of the company is entitled to receive,

(b) to move a resolution at any general meeting of the company, and

(c) to require an extraordinary general meeting of the company to be convened within 21 days of a request to that effect made in writing to the directors of the company.

Textual Amendments

F7 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M9 1985 c. 6.

Industrial and provident society: power to appoint new committee member E+W

8 (1) The [F8 Relevant Authority] may by order appoint a person to be a committee member of a registered social landlord which is an industrial and provident society—

(a) in place of a person removed by the [F8 Relevant Authority],

(b) where there are no members of the committee, or

(c) where the [F8 Relevant Authority] is of the opinion that it is necessary for the proper management of the society’s affairs to have an additional committee member.

The power conferred by paragraph (c) may be exercised notwithstanding that it will cause the maximum number of committee members permissible under the society’s constitution to be exceeded.

(2) A person may be so appointed whether or not he is a member of the society and, if he is not, notwithstanding that the rules of the society restrict appointment to members.

(3) A person appointed under this paragraph shall hold office for such period and on such terms as the [F8 Relevant Authority] may specify; and on the expiry of the appointment the [F8 Relevant Authority] may renew the appointment for such period as it may specify.

This does not prevent a person appointed under this paragraph from retiring in accordance with the rules of the society.

(4) A person appointed under this paragraph is entitled—

(a) to attend, speak and vote at any general meeting of the society and to receive all notices of and other communications relating to any general meeting which a member of the society is entitled to receive,

(b) to move a resolution at any general meeting of the society, and

(c) to require a general meeting of the society to be convened within 21 days of a request to that effect made in writing to the committee of the society.

Textual Amendments

F8 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Change of rules, &c. by industrial and provident society E+W+S

9 (1) This paragraph applies to an industrial and provident society whose registration as a social landlord has been recorded by the [F9 Financial Services Authority]. E+W+S

(2) Notice shall be sent to the [F10 Relevant Authority] of any change of the society’s name or of the situation of its registered office.

F11 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F12 (3A) Consent under sub-paragraph (3)—

(a) if given by the Housing Corporation, shall be given by order under its seal, and

(b) if given by the Secretary of State, shall be given by order in writing.]

(4) A copy of that consent shall be sent with the copies of the amendment required by section 10(1) of the M10 Industrial and Provident Societies Act 1965 to be sent to the [F9 Financial Services Authority].

(5) The Industrial and Provident Societies Act 1965 applies in relation to the provisions of this paragraph as if they were contained in section 10 of that Act (amendment of registered rules).

Textual Amendments

F9 Words in Sch. 1 para. 9(1)(4) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(2)

F10 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

F11 Words in Sch. 1 para. 9(3) repealed (1.11.1998) by 1998 c. 38, ss. 140, 152, Sch. 16 para. 96(2)(a), Sch. 18 Pt. VI (with ss. 137(1), 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

F12 Sch. 1 para. 9(3A) inserted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 96(2)(b) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

Marginal Citations

M10 1965 c. 12.

Change of objects by certain charities E+W

10 (1) This paragraph applies to a registered social landlord—

(a) which is a registered charity and is not a company incorporated under the M11 Companies Act 1985, and

(b) whose registration under this Part of this Act has been recorded by the Charity Commissioners in accordance with section 3(3).

(2) No power contained in the provisions establishing the registered social landlord as a charity, or regulating its purposes or administration, to vary or add to its objects may be exercised without the consent of the Charity Commissioners.

Before giving their consent the Charity Commissioners shall consult the [F13 Relevant Authority].

Textual Amendments

F13 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M11 1985 c. 6.

Change of memorandum or articles of association of company E+W

11 (1) This paragraph applies to a company registered under the Companies Act 1985 (including such a company which is also a registered charity) whose registration as a social landlord has been recorded by the registrar of companies.

(2) Notice shall be sent to the [F14 Relevant Authority] of any change of the company’s name or of the address of its registered office.

F15 (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F16 (3A) Consent under sub-paragraph (3)—

(a) if given by the Housing Corporation, shall be given by order under its seal, and

(b) if given by the Secretary of State, shall be given by order in writing.]

(4) A copy of that consent shall be sent with any copy of the alterations required to be sent to the registrar of companies under the Companies Act 1985.

Textual Amendments

F14 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

F15 Words in Sch. 1 para. 11(3) repealed (1.11.1998) by 1998 c. 38, ss. 140, 152, Sch. 16 para. 96(2)(a), Sch. 18 Pt.VI (with ss. 137(1), 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

F16 Sch. 1 para. 11(3A) inserted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 96(2)(b) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Amalgamation and dissolution &c. of industrial and provident society E+W+S

12 (1) This paragraph applies to an industrial and provident society whose registration as a social landlord has been recorded by the [F17 Financial Services Authority]. E+W+S

(2) The [F18 Financial Services Authority] shall not register a special resolution which is passed for the purposes of—

(a) section 50 of the M12 Industrial and Provident Societies Act 1965 (amalgamation of societies),

(b) section 51 of that Act (transfer of engagements between societies), or

(c) section 52 of that Act (power of a society to convert itself into, amalgamate with or transfer its engagements to a company registered under the Companies Act 1985),

unless, together with the copy of the resolution, there is sent to [F19 it] a copy of the [F20 Relevant Authority’s] consent to the amalgamation, transfer or conversion.

(3) Any new body created by the amalgamation or conversion or, in the case of a transfer of engagements, the transferee, shall be deemed to be registered as a social landlord forthwith upon the amalgamation, conversion or transfer taking effect.

(4) If the society resolves by special resolution that it be wound up voluntarily under the M13 Insolvency Act 1986, the resolution has no effect unless—

(a) before the resolution was passed the [F20 Relevant Authority] gave its consent to its passing, and

(b) a copy of the consent is forwarded to the [F21 Financial Services Authority] together with a copy of the resolution required to be so forwarded in accordance with the Companies Act 1985.

(5) If the society is to be dissolved by instrument of dissolution, the [F22 Financial Services Authority] shall not—

(a) register the instrument in accordance with section 58(5) of the M14 Industrial and Provident Societies Act 1965, or

(b) cause notice of the dissolution to be advertised in accordance with section 58(6) of that Act,

unless together with the instrument there is sent to [F23 it] a copy of the [F20 Relevant Authority’s] consent to its making.

(6) The references in this paragraph to the [F20 Relevant Authority’s] consent [F24 are—

(a) if it is given by the Housing Corporation, to consent given by order under its seal, and

(b) if it is given by the Secretary of State, to consent given by order in writing.]

Textual Amendments

F17 Words in Sch. 1 para. 12(1) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(a)

F18 Words in Sch. 1 para. 12(2) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(b)(i)

F19 Word in Sch. 1 para. 12(2) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(b)(ii)

F20 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

F21 Words in Sch. 1 para. 12(4)(b) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(c)

F22 Words in Sch. 1 para. 12(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(d)(i)

F23 Word in Sch. 1 para. 12(5) substituted (1.12.2001) by S.I. 2001/3649, arts. 1, 357(3)(d)(ii)

F24 Sch. 1 para. 12(6)(a)(b) and the word “are” immediately preceding substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 96(3) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art. 5.

Marginal Citations

M12 1965 c. 12.

M13 1986 c. 45.

M14 1965 c. 12.

Arrangement, reconstruction, &c. of company E+W

13 (1) This paragraph applies to a company registered under the M15 Companies Act 1985 whose registration as a social landlord has been recorded by the registrar of companies.

(2) An order of the court given for the purposes of section 425 of the Companies Act 1985 (compromise or arrangement with creditors or members) is not effective unless the [F25 Relevant Authority] has given its consent.

A copy of the consent shall be sent to the registrar of companies along with the office copy of the order delivered to him under that section.

(3) An order of the court given for the purposes of section 427 of the Companies Act 1985 (transfer of undertaking or property for purposes of reconstruction or amalgamation) is not effective unless the [F25 Relevant Authority] has given its consent.

A copy of the consent shall be sent to the registrar of companies along with the office copy of the order delivered to him under that section.

(4) The registrar of companies shall not register any resolution under section 53 of the Industrial and Provident Societies Act 1965 (conversion of company into industrial and provident society), unless, together with the copy of the resolution, there is sent to him a copy of the [F25 Relevant Authority’s] consent to the conversion.

(5) Where a director, administrator or liquidator of the company proposes to make a voluntary arrangement with the company’s creditors under section 1 of the M16 Insolvency Act 1986, the arrangement shall not take effect under section 5 (effect of approval by members and creditors) of that Act unless the [F25 Relevant Authority] has given its consent to the voluntary arrangement.

(6) If the company resolves by special resolution that it be wound up voluntarily under the Insolvency Act 1986, the resolution has no effect unless—

(a) before the resolution was passed the [F25 Relevant Authority] gave its consent to its passing, and

(b) a copy of the consent is forwarded to the registrar of companies together with a copy of the resolution required to be so forwarded in accordance with section 380 of the Companies Act 1985.

(7) The references in this paragraph to the [F25 Relevant Authority’s] consent [F26 are—

(a) if it is given by the Housing Corporation, to consent given by order under its seal, and

(b) if it is given by the Secretary of State, to consent given by order in writing.]

(8) Where sub-paragraph (3) or (4) applies, the transferee or, as the case may be, any new body created by the conversion shall be deemed to be registered as a social landlord forthwith upon the transfer or conversion taking effect.

Textual Amendments

F25 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

F26 Sch. 1 para. 13(7)(a)(b) and the word “are” immediately preceding substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 96(3) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M15 1985 c. 6.

M16 1986 c. 45.

[F27 Relevant Authority’s] power to petition for winding up U.K.

Textual Amendments

F27 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

14 (1) The [F28 Relevant Authority] may present a petition for the winding up under the Insolvency Act 1986 of a registered social landlord which is— U.K.

(a) a company incorporated under the Companies Act 1985 (including such a company which is also a registered charity), or

(b) an industrial and provident society (to which the winding up provisions of the M17 Insolvency Act 1986 apply in accordance with section 55(a) of the M18 Industrial and Provident Societies Act 1965),

on either of the following grounds.

(2) The grounds are—

(a) that the landlord is failing properly to carry out its purposes or objects, or

(b) that the landlord is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.

Textual Amendments

F28 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M17 1986 c. 45.

M18 1965 c. 12.

Transfer of net assets on dissolution or winding up E+W+S

15 (1) This paragraph applies— E+W+S

(a) where a registered social landlord which is an industrial and provident society is dissolved as mentioned in section 55(a) or (b) of the Industrial and Provident Societies Act 1965 (winding-up under the Insolvency Act 1986 or by instrument of dissolution), and

(b) where a registered social landlord which is a company registered under the M19 Companies Act 1985 is wound up under the Insolvency Act 1986.

(2) On such a dissolution or winding-up, so much of the property of the society or company as remains after meeting the claims of its creditors and any other liabilities arising on or before the dissolution or winding-up shall be transferred to the [F29 Relevant Authority] or, if the [F29 Relevant Authority] so directs, to a specified registered social landlord.

The above provision has effect notwithstanding anything in the Industrial and Provident Societies Act 1965, the Companies Act 1985 or the Insolvency Act 1986, or in the rules of the society or, as the case may be, in the memorandum or articles of association of the company.

(3) In order to avoid the necessity for the sale of land belonging to the registered social landlord and thereby secure the transfer of the land under this paragraph, the [F29 Relevant Authority] may, if it appears to it appropriate to do so, make payments to discharge such claims or liabilities as are referred to in sub-paragraph (2).

(4) Where the registered social landlord which is dissolved or wound up is a charity, the [F29 Relevant Authority] may dispose of property transferred to it by virtue of this paragraph only to another registered social landlord—

(a) which is also a charity, and

(b) the objects of which appear to the [F29 Relevant Authority] to be, as nearly as practicable, akin to those of the body which is dissolved or wound up.

[F30 (5) In any other case—

(a) the Relevant Authority may dispose of property transferred to it by virtue of this paragraph to a registered social landlord, and

(b) the Housing Corporation may dispose of property transferred to it by virtue of this paragraph to any of its subsidiaries.]

(6) Where property transferred to the [F29 Relevant Authority] by virtue of this paragraph includes land subject to an existing mortgage or charge (whether in favour of the [F29 Relevant Authority] or not), the [F29 Relevant Authority] may, in exercise of its powers under Part III of the M20 Housing Associations Act 1985, dispose of the land either—

(a) subject to that mortgage or charge, or

(b) subject to a new mortgage or charge in favour of the [F29 Relevant Authority] securing such amount as appears to the [F29 Relevant Authority] to be appropriate in the circumstances.

Textual Amendments

F29 Words in Pt. I substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 82(1)(2) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

F30 Sch. 1 para. 15(5) substituted (1.11.1998) by 1998 c. 38, s. 140, Sch. 16 para. 96(4) (with ss. 139(2), 141(1), 143(2)); S.I. 1998/2244, art.5.

Marginal Citations

M19 1985 c. 6.

M20 1985 c. 69.