Part 1U.K.Special Resolution Regime

Modifications etc. (not altering text)

[F1Chapter 5U.K. Special cases]

Textual Amendments

F1Pt. 1 Ch. 5 formed from ss. 83A-89G (1.1.2015) by The Bank Recovery and Resolution Order 2014 (S.I. 2014/3329), arts. 1(2), 98

Building societies, &c.U.K.

[F284B.Further provision: conversion of building society into companyU.K.

(1)This section applies where

[F3(a)a share transfer instrument makes provision under section 84ZA(2)(a), or

(b)] a resolution instrument makes provision under section 84A(5)(a)

(2)The [F4share transfer instrument or] resolution instrument must—

(a)state the company’s proposed name;

(b)set out the terms of the memorandum of association of the company;

(c)set out the terms of the articles of association of the company (to the extent that these are not to be supplied by the default application of model articles: see section 20 of the Companies Act 2006);

(d)contain the statements and information required to be included in or to accompany an application for a certificate under section 761 of the Companies Act 2006 (public company: requirement as to minimum share capital).

(3)The conversion into the successor company takes effect on the registration of the company under the Companies Act 2006.

(4)The successor company is to be treated as the same person in law as the building society.

(5)The documents required by section 9 of the Companies Act 2006 (registration documents) to be delivered to the registrar (within the meaning of that Act) include a copy of the [F5share transfer instrument or] resolution instrument.

(6)In section 13 of the Companies Act 2006 (statement of compliance) and section 14 of that Act (registration), the reference to the requirements of that Act is to be read as a reference to the requirements of that Act as modified by this section.

(7)If the [F6share transfer instrument or] resolution instrument complies with subsection (2)(d), an application for a trading certificate is to be taken to have been made in accordance with section 762 of the Companies Act 2006 (procedure for obtaining trading certificate).

(8)In this section—

  • “company” means a company as defined in section 1(1) of the Companies Act 2006 which is a public company limited by shares;

  • “the successor company”, in relation to a building society, means the company into which the building society is converted as a result of provision made under section [F784ZA(2)(a) or] 84A(5)(a).]

Textual Amendments