Section 84 Conversion of registered societies into companies.C1

United Kingdom

(1)

A registered society may by special resolution determine to convert itself into a company under F1the Companies Act 2006.

(2)

If a special resolution for converting a registered society into a company contains the particulars F2required by subsection (1) of section 8 of the Companies Act 2006 to be contained in the memorandum of association of a company and a copy thereof has been registered F3by the F4FCA, a copy of that resolution under the seal and stamp of the FCA shall have the same effect as a memorandum of association duly F5authenticated as required by subsection (2) of that section.

(3)

Subject to subsection (4) below, if a registered society is registered as a company under F6the Companies Act 2006, the registration of that society under this Act shall thereupon become void and shall be cancelled by the FCA.

(4)

Registration of a registered society as a company shall not affect any right or claim subsisting against the society or any penalty incurred by the society; and—

(a)

for the purpose of enforcing any such right, claim or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company; and

(b)

every such right or claim, or the liability to any such penalty, shall have priority as against the property of the company over all other rights or claims against or liabilities of the company.

Annotations

Textual amendments

F1: Words in s. 84(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 29(3)(a) (with art. 10)
F2: Words in s. 84(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 29(3)(b)(i) (with art. 10)
F3: Words in s. 84(2) substituted (17.8.2001 for certain purposes and otherwise 1.12.2001) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. I para. 29(a)(i)(ii) (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)
F4: Words in s. 84(2)(3) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 5 para. 2(1)(a)(2)(l) (with Sch. 12)
F5: Words in s. 84(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 29(3)(b)(ii) (with art. 10)
F6: Words in s. 84(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 29(3)(c) (with art. 10)

Modifications

C1: By Friendly Societies Act 1992 (c. 40), s. 95, Sch. 16 para. 31 (with ss. 7(5) and 93(4)); S.I. 1993/2213, art. 2, Sch. 2, it is provided that s. 84 shall cease to apply (13.9.1993) to registered friendly societies.