Table of Contents
Co-operative and Community Benefit Societies Act 2014 (c. 14)Introductory TextPart 1 Registration (ss. 1-9)Introduction (s. 1)1. Meaning of "registered society"Registration (ss. 2-4)2. Societies that may be registered3. Registration4. Registration etc: special casesCancellation of registration (ss. 5-7)5. Cancellation of registration: conditions for cancellation6. Cancellation of registration: procedure and effect7. Cancellation of registration: additional procedure in cases involving condition DSuspension of registration (s. 8)8. Suspension of registrationAppeals (s. 9)9. Appeal against refusal to register or cancellation or suspension of registrationPart 2 Name, rules, powers etc (ss. 10-29)Name and charitable status (ss. 10-13)10. A society's name11. Registered name to be displayed and used12. Charitable status to appear on documents etc13. Change of nameRules: general (ss. 14-18)14. Content of a society's rules15. Rules to bind members16. Amendment of rules17. Appeal against refusal to register amendment of rules18. Duty to provide copy of rules on demandRules: supplementary provisions (ss. 19-23)19. Provision of rules with intent to mislead or defraud20. Creation of offences by a society's rules21. Rules as to fund for purchase of government securities22. Rules of agricultural, horticultural or forestry society may provide for loans without security23. Supplementary provisions as to rulesMaximum shareholding (ss. 24-25)24. Maximum interest in a society's withdrawable shares25. Power to amend limit in section 24Power to hold land (s. 26)26. Power to hold land etcPower to invest etc (ss. 27-28)27. Power to invest28. Proxy voting by societiesPower to restrict use of assets (s. 29)29. Power to restrict use of assets of a community benefit societyPart 3 Members and officers (ss. 30-42)Register of members and officers (ss. 30-33)30. Register of members and officersProvisions about certain kinds of member etc31. Members under 1832. Bodies corporate may be members33. Society a member of another society: references to members making and signing documents etcDealings with members (ss. 34-36)34. Advances to members35. Remedies for members' debts36. Payments in respect of persons lacking capacityDistribution of member's property in society on death (ss. 37-40)37. Nomination by member of entitlement to property in society on member's death38. Section 37: variation and revocation of nominations39. Section 37: procedure on death40. Death of member: distribution of property not exceeding £5,000Officers and employees in charge of money etc (ss. 41-42)41. Security to be given by certain officers42. Duty of certain officers and employees to accountPart 4 A Society's capacity and related matters (ss. 43-58)Capacity of society and power of committee to bind it (ss. 43-49)43. Capacity of a society and relationship with its rules44. Special resolutions under section 4345. Power of committee to bind society46. No duty to enquire as to capacity of society or authority of committee47. Application of sections 43 and 45 to charitable societies48. Transactions with committee members etc in excess of powers49. Section 48: definitionsSeals (ss. 50-52)50. Common seal51. Power of society to have official seal for use abroad52. Authorisation of use of official sealExecution of documents (ss. 53-56)53. Methods for execution of documents: England and Wales54. Method for execution of contracts under seal: England and Wales55. Execution of documents: Scotland56. Execution of documents: presumption of validity of officer's signatureOther matters (ss. 57-58)57. Contracts, deeds and obligations made before registration of society58. Bills of exchange and promissory notesPart 5 Charges over a society's assets (ss. 59-66)Chapter 1 Charges: England And Wales (ss. 59-61)59. Charges on assets of English and Welsh societies60. Section 59: power to extend time for making application or to rectify errors61. Notification of transactions relating to charges recorded under section 59Chapter 2 Charges: Scotland (ss. 62-64)62. Floating charges created by Scottish societies63. Filing of information relating to charges created by virtue of section 6264. Notification of charges etc: ScotlandChapter 3 Receiver or manager of society's property (ss. 65-66)65. English and Welsh societies: restriction on appointment of administrative receiver66. Duty to account etc of receiver or manager of a society's propertyPart 6 Banking and lending by societies (ss. 67-74)Banking (ss. 67-70)67. Registered society with withdrawable share capital not to carry on banking etc68. Power to amend figures in section 67(2)69. Society carrying on banking must display statement70. Section 69: form of statementDischarge of charges securing lending by a registered society (ss. 71-74)71. Discharge of mortgages of property in England and Wales72. Discharge of securities: land in Scotland73. Discharge of securities: other property in Scotland74. Receipt on payment of moneys secured to a societyPart 7 Accounts, audit and annual returns (ss. 75-102)Books of account (ss. 75-76)75. Duty to keep books of account etc76. Form of books of accountYear of account (ss. 77-78)77. Year of account: societies registered on or after 8 January 201278. Year of account: societies registered on or before 7 January 2012Accounts and balance sheets (ss. 79-82)79. Duty to prepare revenue accounts80. Accounts and balance sheets to give a true and fair view81. Duty to display latest balance sheet at registered office82. Restrictions on publication of accounts and balance sheetsAuditing of accounts etc (ss. 83-88)83. Duty to appoint auditors84. Power of certain societies to disapply section 8385. Duty to obtain report in certain cases where section 83 is disapplied86. Power to require accounts etc for past years to be audited by qualified auditor87. Auditors: content of report and powers88. Persons appointed under section 82 or 85: powers etcAnnual returns (ss. 89-90)89. Annual returns90. Duty to provide copy of annual return on demandAuditors (ss. 91-97)91. Meaning of "qualified auditor"92. Persons ineligible for appointment as auditors etc93. Re-appointment and removal of qualified auditors94. Resolutions relating to appointment or removal of auditors95. Resolutions relating to auditors: auditors' representations96. Section 95: provision of auditor's representations by making available on website97. Remuneration of qualified auditorsGroup accounts (98-99)98. Group accounts99. Section 98: exceptionsInterpretation of Part 7 (ss. 100-102)100. Meaning of company being a "subsidiary" of a society101. Meaning of society being a "subsidiary" of another society102. Interpretation of Part 7Part 8 Inspection and Investigations (ss. 103-108)Power to inspect books etc (ss. 103-105)103. Power of members etc to inspect own account and society's register104. Power of society to make rules authorising inspection of books105. Power of FCA to appoint accountant or actuary to inspect a society's booksInspectors and special meetings (ss. 106-107)106. Appointment of inspectors and calling of special meetings107. Section 106: examinations and special meetingsGeneral restriction on inspection (s. 108)108. General restriction on inspection of booksPart 9 Amalgamations, conversions, dissolution etc (ss. 109-126)Amalgamations and transfers of engagements between societies (ss. 109-111)109. Amalgamation of societies110. Transfer of engagements between societies111. Special resolutions under section 109 or 110Conversion of society into company etc (ss. 112-114)112. Conversion of society into a company, amalgamation with a company etc113. Special resolutions under section 112114. Conversion of society into a company: supplementaryConversion of company into society (ss. 115-117)115. Conversion of company into a registered society116. Conversion of company into a society: member's shareholding in company exceeds maximum permitted amount117. Conversion of company into a society: no effect on liabilitiesVoluntary arrangements and administration (s. 118)118. Power to apply provisions about company arrangements and administration etcDissolution by an instrument of dissolution (ss. 119-122)119. Dissolution of society by an instrument of dissolution120. Special resolutions under section 119121. Instruments of dissolution: notification to FCA etc122. Instruments of dissolution: advertisement, dissolution etcDissolution on winding up (ss. 123-124)123. Dissolution of society on winding up124. Liability of existing and former members in winding upDissolution following administration (s. 125)125. Dissolution following administrationRestriction on dissolution etc (s. 126)126. Dissolution etc to occur only after society's property dealt withPart 10 Offences (ss. 127-133)Offences (ss. 127-131)127. General offences128. Offences by societies to be also offences by officers etc129. Continuing offences130. Misappropriation of a society's property etc131. Falsification of a society's records etcProsecution of offences (ss. 132-133)132. Prosecution of offences: persons who may bring proceedings and time for bringing them133. Prosecution of societies: service of summons etcPart 11 Miscellaneous and general (ss. 134-149)Application of company law etc (ss. 134-136)134. Power to amend this Act to assimilate to company law135. Power to apply company law provisions on investigations, names and dissolution etc136. Section 135: power to make consequential amendmentsDetermination of disputes (ss. 137-140)137. Determination of disputes in accordance with a society's rules138. Determination of disputes under section 137: application to the court139. Determination of disputes otherwise than under a society's rules140. Determination of disputes: supplementaryOther miscellaneous provisions (s. 141)141. Recovery of costs and expensesNorthern Ireland societies (s. 142)142. Northern Ireland societies to be treated as registered societiesDocuments (ss. 143-146)143. Form of documents etc144. Form etc of electronic documents sent to FCA or PRA145. Fees for inspection and copying of documents146. Certain documents to be received in evidenceRegulations and orders (s. 147)147. Regulations and ordersInterpretation (ss. 148-149)148. Meaning of "electronic form", "by electronic means" etc149. Interpretation of ActPart 12 Final Provisions (ss. 150-155)150. Pre-commencement societies (ss. 150-155)151. Amendments, repeals etc152. Channel Islands153. Extent154. Commencement155. Short titleSchedule 1 Forms of bond for officers of societySchedule 1, Part 1 Forms Applicable in England, Wales and Channel IslandsSchedule 1, Part 2 Form Applicable in ScotlandSchedule 2 Form of Receipt on Mortgage, Heritable Security etcSchedule 2, Part 1 Forms Applicable in England and WalesSchedule 2, Part 2 Forms Applicable in ScotlandSchedule 3 Provision for Certain Pre-Commencement SocietiesSchedule 4 Consequential AmendmentsSchedule 4, Part 1 Amendments of the Credit Unions Act 1979 (paras. 1-18)Schedule 4, Part 2 Amendments of Other Acts (paras. 19-183)Schedule 5 Transitionals and SavingsSchedule 6 Transitory Modifications etcSchedule 7 Repeals and Revocations
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117. Conversion of company into a society: no effect on liabilities
(1) Registration of a company as a registered society does not affect -
(a) any right or claim for the time being subsisting against the company, or
(b) any penalty for the time being incurred by the company.
(2) For the purpose of enforcing any such right, claim or penalty, the company may be sued and proceeded against in the same way as if it had not been registered as a society.
(3) Any such right or claim, and the liability to any such penalty, has priority as against the society's property over all other rights or claims against, or liabilities of, the society.