Co-operative and Community Benefit Societies Act 2014

Amalgamations and transfers of engagements between societies

109 Amalgamation of societies

(1) Any two or more registered societies may, by special resolution of each of them, become amalgamated together as one society.

(2) The amalgamation may involve the dissolution, or division of the funds, of any of the societies.

(3) On the amalgamation, the property of each of the societies vests in the amalgamated society without the need for any form of conveyance other than that contained in the special resolution.

(4) Section 111 contains provisions about special resolutions under this section.

(5) The amalgamation does not prejudice any right of a creditor of any of the societies.

110 Transfer of engagements between societies

(1) A registered society (society A) may by special resolution transfer its engagements to any other registered society which undertakes to fulfil those engagements (society B).

(2) If the resolution approves the transfer of all or part of society A’s property to society B, the property vests in society B without any conveyance or assignment (or, in Scotland, assignation).

(3) Section 111 contains provisions about special resolutions under this section.

(4) The transfer of engagements does not prejudice any right of a creditor of either society.

111 Special resolutions under section 109 or 110

(1) This section supplements sections 109 and 110.

(2) A resolution is a “special resolution” if—

(a) the resolution is passed at a general meeting by at least two-thirds of the eligible members who vote,

(b) notice of this meeting (“the first meeting”), specifying the intention to propose the resolution, is duly given in accordance with the society’s rules,

(c) the resolution is confirmed at a subsequent general meeting by over half of the eligible members who vote,

(d) notice of this meeting (“the second meeting”) is duly given, and

(e) the second meeting is held at least 14 days, and no more than one month, from the day of the first meeting.

(3) In subsection (2)—

(a) “eligible member” means a member entitled under the society’s rules to vote;

(b) references to voting are to voting in person or, where the rules allow proxies, by proxy.

(4) At a general meeting such as is mentioned in subsection (2), a declaration by the chair that the resolution has been carried is conclusive evidence of that fact.

(5) Within 14 days from the day the special resolution is confirmed at the second meeting, the society must send the FCA a copy of it—

(a) signed by the chair of the second meeting, and

(b) countersigned by the society’s secretary.

(6) The FCA must register the copy of the special resolution received under subsection (5).

(7) The special resolution does not take effect until the copy of it has been registered.

(8) Nothing in subsection (5) invalidates registration after the end of the 14 days mentioned there.

(9) If one or more of the societies is a PRA-authorised person, the FCA must send a copy of the special resolution to the PRA.