Paragraph 1 I1

England, Wales and Scotland

(1)

The company shall not transfer any of its assets other than for full consideration.

(2)

Provided the conditions in sub-paragraph (3) are satisfied, sub-paragraph (1) shall not apply to—

(a)

the transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body; and

(b)

the transfer of assets made for the benefit of the community other than by way of a transfer of assets to an asset-locked body.

(3)

The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the memorandum or articles of the company.

(4)

In this paragraph—

(a)

“asset-locked body” means—

(i)

a community interest company F1a charity, or a F2permitted society; or

(ii)

a body established outside F3the United Kingdom that is equivalent to either of those;

(b)

“community” is to be construed in accordance with section 35(5) of the Companies (Audit, Investigations and Community Enterprise) Act 2004;

F4(ba)

“permitted society” means a registered society which has a restriction on the use of its assets in accordance with regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006 or regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations (Northern Ireland) 2006;

(bb)

“registered society” means—

(i)

a registered society within the meaning given by section 1(1) of the Co-operative and Community Benefit Societies Act 2014; or

(ii)

a society registered or deemed to be registered under the Industrial and Provident Societies Act (Northern Ireland) 1969;

F5(c)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d)

“the Regulator” means the Regulator of Community Interest Companies;

F6(e)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(f)

“specified” means specified in the memorandum or articles of association of the company for the purposes of this paragraph; and

(g)

“transfer” includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or a right over, any property.

Annotations

Textual amendments

F1: Words in Sch. 2 para. 1(4)(a)(i) substituted (1.10.2009) by The Community Interest Company (Amendment) Regulations 2009 (S.I. 2009/1942), regs. 1(1), 19
F2: Words in Sch. 2 para. 1(4)(a) substituted (1.8.2014) by The Co-operative and Community Benefit Societies and Credit Unions Act 2010 (Consequential Amendments) Regulations 2014 (S.I. 2014/1815), reg. 1(2), Sch. para. 16(4)(c)
F3: Words in Sch. 2 para. 1(4)(a)(ii) substituted (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 4 para. 43(b) (with Sch. 6 para. 4)
F4: Sch. 2 para. 1(4)(ba)(bb) substituted for Sch. 2 para. 1(4)(ba) (1.8.2014) by The Co-operative and Community Benefit Societies and Credit Unions Act 2010 (Consequential Amendments) Regulations 2014 (S.I. 2014/1815), reg. 1(2), Sch. para. 16(3)
F5: Sch. 2 para. 1(4)(c) omitted (6.4.2007) by virtue of The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 4 para. 43(c) (with Sch. 6 para. 4)
F6: Sch. 2 para. 1(4)(e) omitted (6.4.2007) by virtue of The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 1(3), Sch. 4 para. 43(c) (with Sch. 6 para. 4)

Commencement

I1: Sch. 2 para. 1 in force at 1.7.2005, see reg. 1

Notes on Schedule 2

Textual amendments

F1: Words in Sch. 2 heading omitted (1.10.2009) by virtue of The Community Interest Company (Amendment) Regulations 2009 (S.I. 2009/1942), regs. 1(1), 18