Table of Contents
Friendly Societies Act 1992 (c. 40)Introductory TextPart I Functions of the Financial Conduct Authority and the Prudential Regulation Authority (s. 1)1. Functions of the Financial Conduct Authority and the Prudential Regulation Authority in relation to friendly societies.2. Financial provision for Commission3. Accounts of Commission and audit4. Annual and other reportsPart II Incorporated Friendly Societies (ss. 5-26)Constitution and purposes of incorporated friendly societies (ss. 5-13)5. Establishment of incorporated friendly societies6. Incorporation of registered friendly societies7. Purposes and powers of an incorporated friendly society8. Effect of the memorandum of an incorporated society9. Effect of the rules of an incorporated society10. Social and benevolent activities11. Group insurance12. Reinsurance13. Control of subsidiaries and other bodies corporatePowers of incorporated friendly societies (ss. 14-17)14. Investment of funds15. Holding of land for purposes other than investment16. Assistance to subsidiaries and jointly controlled bodies17. Loans to assured membersBenefit terms (s. 18)18. Terms on which benefits are availableDissolution and winding up (ss. 19-26)19. Modes of dissolution and winding up20. Dissolution by consent21. Voluntary winding up22. Winding up by court: grounds and petitioners23. Application of winding up legislation to incorporated friendly societies24. Continuation of long term business25. Power of court to declare dissolution void26. Cancellation of registrationPart III Management and Administration (ss. 27-30)Committee of management and other officers (ss. 27-29)27. Committee of management28. Chief executive and secretary29. Notification of officers to FCAMeetings and resolutions (s. 30)30. Meetings and resolutionsPart IV Authorisation of Friendly Societies' Business (ss. 31-43)Restriction on carrying on unauthorised business (s. 31)31. Restriction on carrying on unauthorised insurance or non-insurance businessAuthorisation to carry on business (ss. 32-36A)32. Grant of authorisation by Commission: general33. Applications from certain existing friendly societies34. Grant of unconditional or conditional authorisation35. Extension of current authorisation36. Imposition of conditions on current authorisation36A. Directions for deeming conditions to have been imposedRestrictions on business of certain authorised societies (ss. 37-38)37. Restriction on combinations of business38. Restriction on commercial businessPowers of Commission in relation to authorised societies (ss. 39-41)39. Power to direct application for fresh authorisation40. Withdrawal of authorisation in respect of new business41. Withdrawal of authorisation to carry on insurance businessSupplementary (ss. 42-43)42. Contracts effected in contravention of section 31(1)43. Interpretation of Part IVPart V Regulation of Friendly Societies' Business (ss. 44-67D)Preliminary (ss. 44-45)44. Appointment of actuary by societies with long term business45. Valuation of assets and liabilitiesActuarial investigations (ss. 46-47)46. Annual investigation into condition of certain societies47. Triennial investigations into condition of certain societiesMargins of solvency (ss. 48-49)48. Margins of solvency in relation to insurance business of certain societies49. Failure to maintain prescribed margin of solvencyAdequacy of assets and premiums (ss. 49A-49B)49A. Adequacy of assets49B. Adequacy of premiums in respect of long term insuranceCriteria of prudent management (s. 50)50. The criteria of prudent managementPowers of FCA and PRA (ss. 51-56)51. Power to forbid acceptance of new members52. Applications to court52A. Prohibition on disposal of assets.53. Residual power to impose requirements for protection of members54. Supervision of activities of subsidiaries etc55. Supervision of group insurance business55A. Supervision of controllers.56. Linked long-term insurance contractsCovering of risks situated in another member State (ss. 57-57A)57. Recognition of societies in accordance with insurance Directives57A. Notification by Commission of measures taken by itNotices, hearings and appeals (s. 58A)58A. Notices, hearings and appealsAppeals (ss. 58-61) [Substituted with new heading Notices, hearings and appeals (s. 58A)]58. Rights of appeal59. Determination of appeals60. Costs, procedure and evidence61. Further appeals on points of lawInformation (ss. 62-64)62. Powers to obtain information and documents etc62A. Entry of premises under warrant under section 176 of the Financial Services and Markets Act 200063. Confidentiality of certain information [Substituted with new s. 63A]63A. Disclosure of information64. Exceptions from restrictions on disclosure [Substituted with new s. 63A]Inspections etc. (ss. 65-67D)65. Investigations on behalf of FCA or PRA66. Inspections and special meetings: general67. Inspections: supplementary provision67A. Information for members67B. Statutory notice67C. Right to withdraw from transaction67D. Service of notice of cancellationPart VI Accounts and Audit (ss. 68-79)Records (s. 68)68. Accounting recordsAnnual accounts of friendly societies and registered branches (ss. 69-70)69. Duty to prepare accounts [Substituted with new ss. 69A-69I]69A. Duty to prepare individual accounts69B. Friendly Societies Act individual accounts69C. Form and contents of Friendly Societies Act individual accounts69D. IAS individual accounts69E. Duty to prepare group accounts69F. Friendly Societies Act group accounts69G. Form and content of Friendly Societies Act group accounts69H. IAS group accounts69I. Consistency of accounts69J. Disclosures relating to members of the committee of management and employees of the society69K. Disclosures about related undertakings69L. Disclosures relating to off-balance-sheet arrangements69M. Disclosure of auditor remuneration70. Contents and form of annual accounts [Substituted with new ss. 69A-69I]Committee of management's annual report (ss. 71-71A)71. Report on a friendly society's affairs by the committee of management71A. Business reviewAuditors (s. 72)72. Auditors' appointment, tenure, qualifications, etcAuditors' report on annual accounts (ss. 73-77)73. Auditor's report74. Signature of auditor's report74A. Senior statutory auditor74B. Names to be stated in copies of auditor's report filed or published74C. Circumstances in which names may be omitted75. Auditor's rights to information and to attend meetings76. Approval and signing of accounts77. Information on appointed actuary to be annexed to balance sheetLaying and furnishing of accounts and reports (ss. 78-79)78. Laying and furnishing of accounts and reports78A. Interpretation of Part 679. Auditors' duties to Commission and related rightsPart VII Disputes (ss. 80-84)Disputes relating to friendly societies (ss. 80-82)80. Determination of certain disputes by arbitration81. Complaints by members of friendly societies82. Disputes arising out of loans of surplus funds to societies of different descriptionDisputes relating to industrial and provident societies (s. 83)83. Disputes relating to industrial and provident societiesDisputes under National Savings Bank Act 1971 and National Debt Act 1972 (s. 84)84. Disputes under the National Savings Bank Act 1971 and National Debt Act 1972Part VIII Amalgamations, Transfers of Engagements and Conversion of Friendly Societies into Companies (ss. 85-92)Amalgamations (s. 85)85. Amalgamation of friendly societiesTransfers of engagements (ss. 86-90A)86. Transfer of engagements by or to friendly society87. Actuary's report as to margin of solvency88. Actuary's report on transfer of long term business89. Power of appropriate authority to alter requirements for transfer by friendly society90. Power of appropriate authority to effect transfer of engagements90A. Issue of certificates by CommissionConversions (s. 91)91. Conversion of friendly society into companySupplementary (s. 92)92. Compensation for loss of officePart IX Miscellaneous (ss. 93-101)Societies registered under 1974 Act (ss. 93-95)93. Registration of societies under 1974 Act94. Registered friendly societies and branches: validation and ratification by members95. Amendments of 1974 ActSocieties registered in Northern Ireland (s. 96)96. Extension of 1974 Act to Northern IrelandOther miscellaneous provisions (ss. 97-101)97. Insurance protection98. Financial services99. Insurance of lives of children under 10100. Industrial assurance101. Law applicable to contracts of insurance with friendly societiesPart X General and Supplementary (ss. 102-126)General (ss. 102-115)102. Power to amend, etc. to assimilate to company law or law relating to persons carrying on insurance business103. Power to modify Part VI in relation to particular friendly societies104. Public file of a friendly society105. Exemptions from stamp duty105A. Stamp duty land tax106. Officers and auditors not to be exempted from liability107. Time limit for commencing proceedings108. Offences by bodies corporate, partnerships and unincorporated associations109. Defence of due diligence110. Jurisdiction of magistrates' courts111. Evidence112. Records of friendly societies113. Service of notices114. Form of documents and power to prescribe fees115. Provision as to information supplied for purposes of social securityInterpretation (ss. 116-119B)116. Friendly societies etc117. Insurance business etc118. Financial year of friendly societies119. General interpretation119A. Meaning of "associate"119AA. Meaning of electronic form, electronic means etc.119AB. Communications by means of a website119B. Meaning of "main agent"Supplementary (ss. 120-126)120. Amendments and repeals121. Orders and regulations122. Expenses123. Power to make transitional, consequential etc. provisions124. Northern Ireland125. Channel Islands and Isle of Man126. Short title and commencementSchedule 1 The Friendly Societies CommissionSchedule 2 The Activities of a Friendly SocietySchedule 3 Establishment, Incorporation and Constitution of Incorporated Friendly SocietiesSchedule 4 Incorporation of Registered Friendly Societies: SupplementarySchedule 5 Additional Activities of Incorporated SocietiesSchedule 6 Making of Contracts and Execution of Documents by Incorporated Friendly SocietiesSchedule 7 Activities which may be carried on by a Subsidiary of or Body Jointly Controlled by an Incorporated Friendly SocietySchedule 8 Provisions supplementary to Section 13Schedule 9 Nominations by Members of Incorporated Friendly Societies and Related MattersSchedule 10 Application of Companies Winding Up Legislation to Incorporated Friendly SocietiesSchedule 10, Part I General Mode of Application (paras. 1-5)Schedule 10, Part II Modified Application of Insolvency Act 1986 Parts IV, 6, 7, 12 and 13 and Schedule 10 (paras. 6-36B)Schedule 10, Part III Modified Application of Insolvency (Northern Ireland) Order 1989 (paras. 37-66)Schedule 10, Part IV Supplementary (paras. 67-69)Schedule 11 Committee of Management: SupplementarySchedule 11, Part I Eligibility and Retirement of Committee Members (paras. 1-7)Schedule 11, Part II Dealings with Members of Committee of Management (paras. 8-16)Schedule 12 Meetings and ResolutionsSchedule 13 Authorisation: Supplementary ProvisionsSchedule 13, Part I Applications for Authorisation (paras. 1-5)Schedule 13, Part II Imposition of Conditions and Withdrawal of Authorisation (paras. 6-12)Schedule 13A Supervision of controllers of friendly societies to which section 37(2) or (3) appliesSchedule 13B Recognition in other EEA states of friendly societies to which section 37(2) or (3) appliesSchedule 13B, Part I Friendly societies carrying on business Etc, in other member states (paras. 1-8)Schedule 13B, Part II Friendly societies providing insurance in EFTA states (paras. 9-10)Schedule 13B, Part III Friendly societies providing insurance in the United Kingdom through overseas branches in other EEA states (para. 11)Schedule 13B, Part IV Supplemental (paras. 12-13)Schedule 13C Information for members of friendly societies to which section 37(2) or (3) appliesSchedule 13D Disclosures about members of the committee of management and employeesSchedule 13D, Part 1 Emoluments of and dealings with members of the committee (paras. 1-12)Schedule 13D, Part 2 Information about employees (paras. 13-14)Schedule 13E Disclosures about related undertakingsSchedule 13E, Part 1 Societies not required to prepare consolidated group accounts (paras. 1-8)Schedule 13E, Part 2 Societies required to prepare consolidated accounts (paras. 9-20)Schedule 13F Disclosure of auditor remuneration etcSchedule 14 Auditors: Appointment, Tenure, Qualifications and RemunerationSchedule 14A Appointment and removal of auditors: societies subject to special requirementsSchedule 15 Amalgamations, Transfers of Engagements and Conversion: SupplementarySchedule 15, Part I Provision of Information to Members (paras. 1-4ZA)Schedule 15, Part II Confirmation by appropriate authority (paras. 5-18)Schedule 16 Amendments of 1974 ActSchedule 17 Amendments of Policyholders Protection Act 1975Schedule 18 Amendments of Financial Services Act 1986Schedule 18, Part I Amendments of Provisions Other Than Schedule 11 (paras. 1-9)Schedule 18, Part II Amendments of Schedule 11 (paras. 10-22)Schedule 19 Industrial AssuranceSchedule 19, Part I Great Britain (paras. 1-16)Schedule 19, Part II Northern Ireland (paras. 17-32)Schedule 20 Law Applicable to Certain Contracts of InsuranceSchedule 21 AmendmentsSchedule 21, Part I Amendments of Enactments (paras. 1-19)Schedule 21, Part II Amendments of Northern Ireland Legislation (paras. 20-31)Schedule 22 RepealsSchedule 22, Part I GeneralSchedule 22, Part II Northern Ireland Legislation
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91. Conversion of friendly society into company
(1) A friendly society may, in accordance with this Part of this Act, convert itself into a company registered under the Companies Act 2006 ("a company").
(2) In order to convert itself into a company a friendly society must -
(a) comply with the applicable requirements of Part I of Schedule 15 to this Act ;
(b) approve the proposed conversion, the terms on which it is to take place and the proposed memorandum and articles of association for the company by special resolution; and
(c) obtain the confirmation of the appropriate authority of the conversion;
and, on obtaining that confirmation, the society may apply for registration as a company.
(2A) The PRA must consult the FCA before giving a confirmation under this section.
(3) The terms on which the conversion of a friendly society into a company is to take place may include provision for part of the funds of the society or the company to be distributed among, or for other rights in relation to shares in the company to be conferred on, members of the society.