Application of Part 14 of the Companies Act 1985 and subordinate legislation2

1

The provisions of Part 14 of the Companies Act 1985 (investigation of companies and their affairs; requisition of documents) set out in the Table in paragraph (3) apply to registered societies with—

a

the general modifications set out in paragraph (2);

b

any other modification specified in the Table in paragraph (3); and

c

any other necessary modification.

2

Unless different provision is made in paragraph (3), in the provisions of Part 14 of the Companies Act 1985 applied by paragraph (3)—

a

a reference to a committee is to be read as a reference to a committee within the meaning of section 74(1) of the 1965 Act;

b

a reference to a company is to be read as a reference to a registered society;

c

a reference to an officer of a company is to be read as a reference to an officer (within the meaning of section 74(1) of the 1965 Act 5) of a registered society;

d

a reference to the Secretary of State is to be read as a reference to the Financial Conduct Authority;

e

a reference to a subsidiary is to be read as a reference to a subsidiary within the meaning of section 15 of the Friendly and Industrial and Provident Societies Act 19686.

3

The provisions applying to registered societies, and the modifications, are as follows.

Table of applied provisions of Part 14 of the Companies Act 1985

Applied provision of the Companies Act 1985

Modification

Section 4327 (other company investigations)

In subsection (3) omit “Subsections (1) and (2) are without prejudice to the powers of the Secretary of State under section 431; and”.

Omit subsection (4).

Section 4338 (inspectors’ powers during investigation)

In subsection (1) omit “431 or”.

Section 4349 (production of documents and evidence to inspectors)

In subsection (1) omit “431 or”.

In subsection (5) for “any of sections 431 to 433” substitute “section 432 or 433”.

Section 43610 (obstruction of inspectors treated as contempt of court)

Section 43711 (inspectors’ reports)

In subsection (1A) omit “431 or”.

Omit subsection (2A).

In subsection (3)(b), “prescribed”12 means prescribed by regulations made by the Secretary of State.

In subsection (3)(b) omit sub-paragraph (iv).

Section 43913 (expenses of investigating a company’s affairs)

In subsection (1), for “an investigation under any of the powers conferred by this Part” substitute “an investigation under, or exercise of any other powers conferred by, this Part”.

For subsection (4) substitute—

4

A registered society dealt with by an inspector’s report is liable except in so far as the Financial Conduct Authority otherwise directs.

After subsection (4) insert—

4A

The Financial Conduct Authority may, if it considers it just, direct that a registered society is liable for all or any part of the expenses incurred by the Authority or a person authorised by the Authority for the purposes of section 447, 448 or 453A.

In subsection (6) for “subsection (4) or (5)” substitute “subsection (4)”.

In subsection (8) for “subsections (4) and (5)” substitute “subsection (4)”.

Omit subsections (5), (9) and (10).

Section 44114 (inspectors’ report to be evidence)

In subsection (1) the reference to section 8 of the Company Directors Disqualification Act 1986 includes a reference to section 8 as applied by section 22E of that Act15.

Section 446A16 (general powers to give directions)

In subsection (2) omit “431,” and “or 442(1)”.

Section 446B (direction to terminate investigation)

In subsection (2), omit “or 442(3)”.

Section 446C (resignation and revocation of appointment)

Section 446D (appointment of replacement inspectors)

Section 446E (obtaining information from former inspectors etc.)

Section 44717 (power to require documents and information)

Section 447A18 (information provided: evidence)

Section 44819 (entry and search of premises)

Section 448A20 (protection in relation to certain disclosures: information provided to Secretary of State)

Section 44921 (provision for security of information obtained)

In subsection (3), the reference to the Secretary of State is to be read as a reference to the Secretary of State, and not as a reference to the Financial Conduct Authority.

In subsection (6A)(b)(ii) omit “or Northern Ireland”.

Section 45022 (punishment for destroying, mutilating etc. company documents)

Omit subsection (1A).

In subsection (3)(b)(ii) omit “or Northern Ireland”.

Section 45123 (punishment for furnishing false information)

In subsection (2)(b)(ii) omit “or Northern Ireland”.

Section 451A24 (disclosure of information by Secretary of State or inspector)

Omit subsection (5).

Section 45225 (privileged information)

In subsection (1) for “431” substitute “432”.

In subsection (1A) omit “, 443 or 446”.

In subsection (1B) omit “431,”.

In subsection (4) omit paragraph (a).

Section 453A26 (power to enter and remain on premises)

In subsection (7) omit “431,” and “or 442”.

Section 453B27 (power to enter and remain on premises: procedural)

In this section, “prescribed” means prescribed by regulations made by the Secretary of State.

Section 453C28 (failure to comply with certain requirements)

Section 453D29 (offences by bodies corporate)

Schedule 15C30 (specified persons to whom disclosure can be made for the purposes of section 449)

In paragraph 1, the reference to the Secretary of State is to be read as a reference to the Secretary of State, and not as a reference to the Financial Conduct Authority.

After paragraph 10 insert—

11

The Charity Commission.

12

The Office of the Scottish Charity Regulator.

13

The Homes and Communities Agency.

14

The Scottish Housing Regulator.

15

The Welsh Assembly Government.

Schedule 15D31 (disclosures for the purposes of section 449)

In paragraph 2, an inspector appointed under Part 14 includes an inspector appointed under Part 14 as applied by these Regulations.

In paragraph 3, a person authorised under section 447 includes a person authorised under section 447 as applied by these Regulations.

4

The Companies (Inspectors’ Reports) (Fees) Regulations 198132 apply for the purposes of section 437 of the Companies Act 1985 as applied by this regulation.

5

The Companies Act 1985 (Power to Enter and Remain on Premises: Procedural) Regulations 200533 apply to registered societies with the general modifications set out in paragraph (2).