{
  "url": "https://openlegislation.uk/banking-act-2009/section-84D",
  "json_url": "https://openlegislation.uk/banking-act-2009/section-84D.json",
  "legislation": "ukpga/2009/1",
  "legislation_title": "Banking Act 2009",
  "legislation_url": "https://openlegislation.uk/banking-act-2009",
  "path": "section/84D",
  "kind": "section",
  "number": "84D",
  "heading": "Transfer to a bridge bank or Bail-in option: modifications of this Act and other legislation",
  "text": "(A1) Where a share transfer instrument makes provision under section 84ZA(2) with respect to a building society, the second stabilisation option is to be exercised by making (in that or a subsequent share transfer instrument) provision under section 12(2)(a)—\n(a) with respect to the successor company, or\n(b) where provision made under section 84ZA includes provision under subsection (3)(g) of that section, with respect to the successor company or its specified parent undertaking.\n(1) Where a resolution instrument makes provision under section 84A(5) with respect to a building society, the exercise of the fourth stabilisation option involves the making (in that or a subsequent resolution instrument) of provision or proposals of any kind mentioned in section 12A(3) to (6)—\n(a) with respect to the successor company, or\n(b) where provision made under section 84A includes provision under subsection (8) of that section, with respect to the successor company or its specified parent undertaking.\n(2) For the purpose of the making of provision as mentioned in subsection (A1)(a) or (b) or provision or proposals as mentioned in subsection (1)(a) or (b)—\n(a) the Table in section 84 does not apply, and\n(b) the provisions in the first column of the following Table apply where relevant —\n(i) in relation to the successor company, or\n(ii) in a case within subsection (A1)(b) or (1)(b), in relation to the successor company or its specified parent undertaking,\nas they apply in relation to a bank, but subject to the modifications in the third column of the Table.\nTable\nSection\nTopic\nModification\nSection 12A\nBail-in option\nTreat references in subsection (4) to securities issued by a specified bank as references to securities issued by the building society, or by the successor company or its specified parent undertaking.\nFor subsection (8) substitute—\n“(8) Subsection (8ZA) applies where—\n(a) the Bank of England has exercised the power in subsection (4) to transfer securities to a resolution administrator; or\n(b) by virtue of section 84A, 84B or 84C securities of a successor company or a specified parent undertaking are held by—\n(i) the resolution administrator,\n(ii) the Bank of England,\n(iii) a subscriber to the memorandum of association of a company into which the building society is converted in accordance with section 84B, or\n(iv) a person nominated for the purposes of section 84C(1)(c).\n(8ZA) The Bank of England must exercise its functions under this Part (see, in particular, section 48V) with a view to ensuring that any securities—\n(a) held by a person in the capacity of a resolution administrator,\n(b) held by the Bank of England,\n(c) held by a person as a result of being a subscriber to the memorandum of association of a company into which the building society is converted in accordance with section 84B,\n(d) held by a person as a result of being nominated by the Bank of England for the purposes of section 84C(1)(c),\nare so held only for so long as is, in the Bank of England’s opinion, appropriate having regard to the special resolution objectives.”.\nSection 12AA\nBail-in: sequence of write-down and conversion of capital instruments and liabilities\nIn relation to the result to be achieved, treat any reference to an instrument or liability of the bank as a reference to an instrument or liability of the building society immediately before the making of the first resolution instrument under section 84A in respect of it.\nSection 15\nShare transfer instruments\nTreat references in subsection (1) to securities issued by a specified bank as references to securities issued by the building society, or by the successor company or its specified parent undertaking.\nSection 17\nEffect of transfer\nSection 18\nContinuity\nSection 19\nConversion and delisting\nSection 20\nDirectors and senior managers\nTreat references to a director or senior manager of a specified bank as references to a director or senior manager of the building society or of the successor company or its specified parent undertaking.\nIn subsection (1A) treat the reference to a specified bank as a reference to the building society or its successor company.\nSection 21\nAncillary instruments: production, registration etc\nSection 21\nIncidental provision\nSection 24\nProcedure: instruments\nOn the first occasion on which the power to make a share transfer instrument is exercised in relation to a building society, treat the references in this section to a bank as a reference to a building society.\nSection 26\nSupplemental Instruments\nTreat the reference in subsection (3) to securities issued by the bank as a reference to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 26ZA\nOnward share transfer instruments\nTreat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 30\nResolution company: share transfers\nSection 31\nResolution company: reverse share transfer\nSection 41A, and any other provision so far as relating to property transfer instruments under section 41A(2)\nTransfer of property subsequent to resolution instrument\nSection 44D and any other provision so far as relating to property transfer instruments under section 44D\nTransfer of property subsequent to share transfer instrument\nSection 44D also applies where the Bank of England has made a share transfer instrument in accordance with section 12(2) which provides for the conversion of the building society under section 84ZA(2).\nSection 48B\nSpecial bail-in provision\nThe provision that may be made in accordance with section 48B(1)(b) (see also rule 3(a) and (b) of section 48B(5)) includes provision replacing a liability (of any form) of the building society or its successor company with a liability of the successor company’s specified parent undertaking.\nSection 48C\nMeaning of “protected deposit”\nSection 48D\nGeneral interpretation of section 48B\nSection 48E\nReport on special bail-in provision\nSection 48F\nPower to amend definition of “excluded liabilities”\nSection 48G\nPriority between creditors\nTreat the reference in subsection (1) to the treatment of liabilities on an insolvency as a reference to the treatment of liabilities on the insolvency of a building society.\nSection 48H\nBusiness reorganisation plans\nTreat the reference in subsection (2)(a) to the bank as a reference to the building society.\nSection 48L\nPowers in relation to securities\nTreat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 48N\nDirectors and senior managers\nTreat references to a director or senior manager of a specified bank as references to a director or senior manager of the building society or of the successor company or its specified parent undertaking.\nSection 48O\nDirections in or under resolution instrument\nTreat references to a director of the bank as references to a director of the building society or of the successor company or its specified parent undertaking.\nSection 48P\nOrders for safeguarding certain financial arrangements\nSection 48Q\nContinuity\nSection 48R\nExecution and registration of instruments etc.\nSection 48S\nResolution instruments: general matters\nSection 48T\nResolution instruments: procedure\nOn the first occasion on which the power to make a resolution instrument is exercised in relation to a building society, treat the first reference in subsection (1) to a bank as a reference to the building society.\nSection 48U\nSupplemental resolution instruments\nTreat the reference in subsection (1) to a bank as a reference to the building society.\nSection 48V\nOnward transfer\nTreat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 48W\nReverse transfer\nTreat references to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 48X\nReplacement of Bank’s provisional valuation\nTreat the first reference in subsection (2)(a) to the bank as a reference to the building society.\nSection 48Y\nConsequences of a replacement valuation\nTreat the first reference in subsection (1) to the bank as a reference to the building society.\nSection 48Z\nTermination rights etc.\nThis section applies to contracts and other agreements entered into by the building society or by the successor company or its specified parent undertaking.\nSection 49\nCompensation orders\nTreat references to transferors as including references to the shareholding members of the building society.\nSection 52\nTransfer to resolution company\nSection 52A\nCompensation orders: bail-in option\nSection 53\nOnward and reverse transfers etc.\nSection 54\nIndependent valuer: compensation scheme order or bail-in compensation order\nSection 55\nIndependent valuer: supplemental\nSection 56\nIndependent valuer: money\nSection 57\nValuation principles\nTreat the reference in subsection (4) to a bank as a reference to the building society.\nTreat the reference in subsection (5) to a transferor as including a reference to a shareholding member of the building society.\nSection 58\nResolution fund\nSection 59\nThird party compensation: discretionary provision\nTreat the reference in subsection (1) to a transferor as including a reference to a shareholding member of the building society.\nSection 60A\nFurther mandatory provision: bail-in provision\nSection 60B\nPrinciple of no less favourable treatment\nTreat references to pre-resolution shareholders and creditors of a bank as references to persons who were shareholding members of, or creditors of, the building society, immediately before the coming into effect of the first resolution instrument to be made in respect of the building society.\nTreat references to the bank as references to the building society.\nSection 61\nSources of compensation\nSection 62\nProcedure\nSection 62A\nIndependent valuer: sections 6E and 48X\nSections 62B to 62E\nResolution administrator\nSections 63, 64 and 66 to 70 where they apply in relation to a share transfer instrument or a resolution instrument or in relation to a property transfer instrument under section 41A(2)\nContinuity obligations\nTreat references in sections 66(1A) and 68(1)(a) to securities issued by the bank as references to securities issued by the building society or by the successor company or its specified parent undertaking.\nSection 70A\nSuspension of obligations\nSection 70B\nRestriction of security interests\nSection 70C\nSuspension of termination rights\nSection 70D\nSuspension: general provisions\nSection 71\nPensions\nThis section applies in relation to a pension scheme of the building society or of the successor company.\nSection 73\nDisputes\nSection 74\nTax\nThis section enables regulations to make provision in relation to the building society, the successor company or its specified parent undertaking.\nSection 75\nPower to change law\nTreat the reference in subsection (5)(b) to building societies as including a reference to successor companies and their specified parent undertakings.\nSection 78\nPublic funds: general\nSection 78A\nPre-conditions for financial assistance: duty of Bank to give information\nSection 79\nPublic funds: resolution company\nTreat the reference in subsection (1) to a bank as a reference to a building society or its successor company.\nSection 80\nResolution company: report\nTreat the reference in subsection (1) to a bank as a reference to a building society or its successor company.\nSection 80A\nTransfer for bail-in purposes: report\nTreat the reference in subsection (1) to a bank as a reference to the building society.\nSection 81A\nAccounting information to be included in reports under sections 80, 80A(2)(b) and 81\nSections 83ZA to 83Z2\nInformation, investigation and enforcement\nSection 89K\nInsolvency proceedings\nTreat the references in paragraphs (a) and (b) of subsection (1) to a relevant firm as references to the building society.\nSection 89L\nRestrictions on disclosure of confidential information\nSection 89M\nGiving of notices, documents etc. under Part 1\n(3) Any statutory instrument made under a provision specified in the first column of the Table in subsection (2) applies—\n(a) to the successor company, or\n(b) in a case within subsection (A1)(b) or (1)(b), to the successor company or the specified parent undertaking,\nas it applies in relation to a bank, but subject to modifications corresponding to those applying to the provision under which it is made and as if references to a provision modified by subsection (2) or (5) were references to that provision as so modified.\n(4) Subsection (3) does not apply where the instrument—\n(a) states that it does not apply, or\n(b) makes express provision about building societies or their successor companies.\n(5) Where a resolution instrument makes provision under section 84A in respect of a building society—\n(a) section 81BA (groups: bail-in option) applies with the following modifications—\n(i) references to a banking group company are to be read as references to a subsidiary of the building society, and\n(ii) the power in subsection (1) of that section is to be exercised only where the Bank of England has exercised the stabilisation power in accordance with section 12A(2) in respect of the parent building society;\n(b) section 81CA applies as if references to a banking group company were references to a subsidiary of the building society or of the successor company; and\n(c) section 81D (interpretation: “banking group company”) does not apply.\n(5A) Where—\n(a) the third stabilisation option is exercised in connection with the fourth stabilisation option in respect of a building society, and\n(b) before the third stabilisation option is exercised—\n(i) the building society is converted into a company pursuant to section 84A(5)(a), or\n(ii) all the property, rights and liabilities of the building society are transferred to a company pursuant to section 84A(5)(b),\nthe references to the bank in section 12ZA(1)(a) and any other provision so far as relating to property transfer instruments under section 12ZA include a reference to the successor company.\n(6) Sections 97 to 102D of the Building Societies Act 1986 (transfer of business of building society to commercial company) do not apply where\n(a) a share transfer instrument makes provision under section 84ZA, or\n(b) a resolution instrument makes provision under section 84A.\n(7) Section 103 of the Building Societies Act 1986 (cancellation of registration) does not apply where\n(a) a share transfer instrument makes provision under section 84ZA(3)(e), or\n(b) a resolution instrument makes provision under section 84A(7)(e).\n(8) In this section—\n“company” means a company as defined in section 1(1) of the Companies Act 2006 which is a public company limited by shares;\n“specified parent undertaking” means a company by which in accordance with provision falling within paragraph (g) of section 84ZA(3) or paragraph (a) or (b) of section 84A(8) the successor company is (or is to be) wholly owned;\n“the successor company”, in relation to a building society, means the company into which the building society is converted, or to which the property, rights and liabilities of the building society are transferred, as a result of provision made under section 84ZA(2) or 84A(5).",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Ss. 84A-84D inserted (10.1.2015) by The Building Societies (Bail-in) Order 2014 (S.I. 2014/3344), arts. 1, 2(3)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "S. 84D(A1) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(2)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "Words in s. 84D(2) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(3)(a)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in s. 84D(2)(b) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(3)(b)(i)"
    },
    {
      "type": "F",
      "label": "F5",
      "text": "Words in s. 84D(2)(b)(ii) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(3)(b)(ii)"
    },
    {
      "type": "F",
      "label": "F6",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(a)"
    },
    {
      "type": "F",
      "label": "F7",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(b)"
    },
    {
      "type": "F",
      "label": "F8",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(c)"
    },
    {
      "type": "F",
      "label": "F9",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(d)"
    },
    {
      "type": "F",
      "label": "F10",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(e)"
    },
    {
      "type": "F",
      "label": "F11",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(f)"
    },
    {
      "type": "F",
      "label": "F12",
      "text": "Words in s. 84D(2) Table inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(4)(g)"
    },
    {
      "type": "F",
      "label": "F13",
      "text": "Word in s. 84D(3)(b) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(5)"
    },
    {
      "type": "F",
      "label": "F14",
      "text": "S. 84D(5A) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(6)"
    },
    {
      "type": "F",
      "label": "F15",
      "text": "Words in s. 84D(6) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(7)"
    },
    {
      "type": "F",
      "label": "F16",
      "text": "Words in s. 84D(7) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(8)"
    },
    {
      "type": "F",
      "label": "F17",
      "text": "Words in s. 84D(8) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(9)(a)"
    },
    {
      "type": "F",
      "label": "F18",
      "text": "Words in s. 84D(8) inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(9)(b)"
    },
    {
      "type": "F",
      "label": "F19",
      "text": "Words in s. 84D heading inserted (16.12.2016) by The Bank Recovery and Resolution Order 2016 (S.I. 2016/1239), arts. 1(2), 22(10)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2009/1/section/84D",
    "retrieved_at": "2026-10-29T09:11:28.246347+00:00",
    "licence": "OGL-UK-3.0",
    "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
    "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
  }
}