Co-operative and Community Benefit Societies Act 2014

Part 1Registration

1Meaning of “registered society”

2Societies that may be registered

4Registration etc: special cases

Cancellation of registration

5Cancellation of registration: conditions for cancellation

6Cancellation of registration: procedure and effect

7Cancellation of registration: additional procedure in cases involving condition D

Suspension of registration

8Suspension of registration

9Appeal against refusal to register or cancellation or suspension of registration

Part 2Name, rules, powers etc

Name and charitable status

10A society’s name

11Registered name to be displayed and used

12Charitable status to appear on documents etc

13Change of name

14Content of a society’s rules

15Rules to bind members

16Amendment of rules

17Appeal against refusal to register amendment of rules

18Duty to provide copy of rules on demand

Rules: supplementary provisions

19Provision of rules with intent to mislead or defraud

20Creation of offences by a society’s rules

21Rules as to fund for purchase of government securities

22Rules of agricultural, horticultural or forestry society may provide for loans without security

23Supplementary provisions as to rules

Maximum shareholding

24Maximum interest in a society’s withdrawable shares

25Power to amend limit in section 24

Power to hold land

26Power to hold land etc

Power to invest etc

27Power to invest

28Proxy voting by societies

Power to restrict use of assets

29Power to restrict use of assets of a community benefit society

Part 3Members and officers

Register of members and officers

30Register of members and officers

Provisions about certain kinds of member etc

31Members under 18

32Bodies corporate may be members

33Society a member of another society: references to members making and signing documents etc

Dealings with members

34Advances to members

35Remedies for members’ debts

36Payments in respect of persons lacking capacity

Distribution of member’s property in society on death

37Nomination by member of entitlement to property in society on member’s death

38Section 37: variation and revocation of nominations

39Section 37: procedure on death

40Death of member: distribution of property not exceeding £5,000

Officers and employees in charge of money etc

41Security to be given by certain officers

42Duty of certain officers and employees to account

Part 4A society’s capacity and related matters

Capacity of society and power of committee to bind it

43Capacity of a society and relationship with its rules

44Special resolutions under section 43

45Power of committee to bind society

46No duty to enquire as to capacity of society or authority of committee

47Application of sections 43 and 45 to charitable societies

48Transactions with committee members etc in excess of powers

49Section 48: definitions

51Power of society to have official seal for use abroad

52Authorisation of use of official seal

Execution of documents

53Methods for execution of documents: England and Wales

54Method for execution of contracts under seal: England and Wales

55Execution of documents: Scotland

56Execution of documents: presumption of validity of officer’s signature

57Contracts, deeds and obligations made before registration of society

58Bills of exchange and promissory notes

Part 5Charges over a society’s assets

CHAPTER 1Charges: England and Wales

59Charges on assets of English and Welsh societies

60Section 59: power to extend time for making application or to rectify errors

61Notification of transactions relating to charges recorded under section 59

CHAPTER 2Charges: Scotland

62Floating charges created by Scottish societies

63Filing of information relating to charges created by virtue of section 62

64Notification of charges etc: Scotland

CHAPTER 3Receiver or manager of society’s property

65English and Welsh societies: restriction on appointment of administrative receiver

66Duty to account etc of receiver or manager of a society’s property

Part 6Banking and lending by societies

67Registered society with withdrawable share capital not to carry on banking etc

68Power to amend figures in section 67(2)

69Society carrying on banking must display statement

70Section 69: form of statement

Discharge of charges securing lending by a registered society

71Discharge of mortgages of property in England and Wales

72Discharge of securities: land in Scotland

73Discharge of securities: other property in Scotland

74Receipt on payment of moneys secured to a society

Part 7Accounts, audit and annual returns

Books of account

75Duty to keep books of account etc

76Form of books of account

Year of account

77Year of account: societies registered on or after 8 January 2012

78Year of account: societies registered on or before 7 January 2012

Accounts and balance sheets

79Duty to prepare revenue accounts

80Accounts and balance sheets to give a true and fair view

81Duty to display latest balance sheet at registered office

82Restrictions on publication of accounts and balance sheets

Auditing of accounts etc

83Duty to appoint auditors

84Power of certain societies to disapply section 83

85Duty to obtain report in certain cases where section 83 is disapplied

86Power to require accounts etc for past years to be audited by qualified auditor

87Auditors: content of report and powers

88Persons appointed under section 82 or 85: powers etc

89Annual returns

90Duty to provide copy of annual return on demand

91Meaning of “qualified auditor”

92Persons ineligible for appointment as auditors etc

93Re-appointment and removal of qualified auditors

94Resolutions relating to appointment or removal of auditors

95Resolutions relating to auditors: auditors’ representations

96Section 95: provision of auditor’s representations by making available on website

97Remuneration of qualified auditors

98Group accounts

99Section 98: exceptions

Interpretation of Part 7

100Meaning of company being a “subsidiary” of a society

101Meaning of society being a “subsidiary” of another society

102Interpretation of Part 7

Part 8Inspection and investigations

Power to inspect books etc

103Power of members etc to inspect own account and society’s register

104Power of society to make rules authorising inspection of books

105Power of FCA to appoint accountant or actuary to inspect a society’s books

Inspectors and special meetings

106Appointment of inspectors and calling of special meetings

107Section 106: examinations and special meetings

General restriction on inspection

108General restriction on inspection of books

Part 9Amalgamations, conversions, dissolution etc

Amalgamations and transfers of engagements between societies

109Amalgamation of societies

110Transfer of engagements between societies

111Special resolutions under section 109 or 110

Conversion of society into company etc

112Conversion of society into a company, amalgamation with a company etc

113Special resolutions under section 112

114Conversion of society into a company: supplementary

Conversion of company into society

115Conversion of company into a registered society

116Conversion of company into a society: member’s shareholding in company exceeds maximum permitted amount

117Conversion of company into a society: no effect on liabilities

Voluntary arrangements and administration

118Power to apply provisions about company arrangements and administration

Dissolution by an instrument of dissolution

119Dissolution of society by an instrument of dissolution

120Special resolutions under section 119

121Instruments of dissolution: notification to FCA etc

122Instruments of dissolution: advertisement, dissolution etc

Dissolution on winding up

123Dissolution of society on winding up

124Liability of existing and former members in winding up

Dissolution following administration

125Dissolution following administration

Restriction on dissolution etc

126Dissolution etc to occur only after society’s property dealt with

Part 10Offences

127General offences

128Offences by societies to be also offences by officers etc

129Continuing offences

130Misappropriation of a society’s property etc

131Falsification of a society’s records etc

Prosecution of offences

132Prosecution of offences: persons who may bring proceedings and time for bringing them

133Prosecution of societies: service of summons etc

Part 11Miscellaneous and general

Application of company law etc

134Power to amend this Act to assimilate to company law

135Power to apply company law provisions on investigations, names and dissolution etc

136Section 135: power to make consequential amendments

Determination of disputes

137Determination of disputes in accordance with a society’s rules

138Determination of disputes under section 137: application to the court

139Determination of disputes otherwise than under a society’s rules

140Determination of disputes: supplementary

Other miscellaneous provisions

141Recovery of costs and expenses

Northern Ireland societies

142Northern Ireland societies whose rules are recorded by the FCA

143Form of documents etc

144Form etc of electronic documents sent to FCA or PRA

145Fees for inspection and copying of documents

146Certain documents to be received in evidence

Regulations and orders

147Regulations and orders

148Meaning of “electronic form”, “by electronic means” etc

149Interpretation of Act

Part 12Final provisions

150Pre-commencement societies

151Amendments, repeals etc

152Channel Islands

154Commencement

SCHEDULE 1Forms of bond for officers of society

Part 1Forms applicable in England, Wales and Channel Islands

Part 2Form applicable in Scotland

SCHEDULE 2Form of receipt on mortgage, heritable security etc

Part 1Forms applicable in England and Wales

Part 2Forms applicable in Scotland

SCHEDULE 3Provision for certain pre-commencement societies

2Section 5 (cancellation of registration): societies registered before 26 July 1938

3Powers of a society registered on or before 1 January 1894

4Section 15: amendments registered on or before 27 March 1928 increasing a member’s financial contribution

5Preservation of certain rules facilitating investment in government securities (section 21)

6Maximum shareholding (section 24): effect of certain resolutions on society’s rules

7Maximum deposits: effect of resolution on rules of societies registered before 27 April 1952

8Maximum deposits: effect on certain resolutions on society’s rules

9The 1968 Act: consequential amendments to rules

10Section 37 (nomination by member of entitlement to property in society on member’s death): nominations made before 5 August 1954

11Section 50 (common seals)

12Section 59 (charges on assets of English and Welsh societies): instruments executed before 14 September 1967

13Section 104 (inspection of books: power to authorise inspection)

14Section 108 (inspection of books: general restriction)

15Part 9: winding up of societies registered before 26 July 1938

SCHEDULE 4Consequential amendments

Part 1Amendments of the Credit Unions Act 1979

1The Credit Unions Act 1979 is amended as follows.

2(1) Section 1 (registration) is amended as follows.

3(1) Section 2 (supplementary provisions as to registration) is amended...

4(1) Section 3 (use of name “credit union” etc) is...

5(1) Section 4 (rules) is amended as follows.

6(1) Section 6 (minimum number of members) is amended as...

7In section 7(3) (shares) for “section 24(1) of the 1965...

8(1) Section 7A (power to issue interest-bearing shares) is amended...

9(1) Section 18 (power to appoint inspector and call meeting)...

10(1) Section 20 (cancellation or suspension of registration etc) is...

11(1) Section 21 (amalgamations and transfers of engagements) is amended...

12In section 22 (no conversion of credit union into company...

13(1) Section 23 (conversion of company into credit union) is...

14In section 26 (prohibition on subsidiaries) for the words from...

15(1) Section 28 (provisions as to offences) is amended as...

16(1) Section 31 (interpretation etc) is amended as follows.

17(1) Section 32 (Northern Ireland) is amended as follows.

18(1) Schedule 1 (rules) is amended as follows.

Part 2Amendments of other Acts

19Forged Transfers Act 1891 (c. 43)

20Libraries Offences Act 1898 (c. 53)

21Stock Transfer Act 1963 (c. 18)

22Transport Act 1968 (c. 73)

23National Savings Bank Act 1971 (c. 29)

24Local Government Act 1972 (c. 7)

25Friendly Societies Act 1974 (c. 46)

26In section 40 (remuneration of qualified auditors), in subsections (1)...

27In section 82(9) (amalgamation and transfer of engagements) for the...

28In section 84A (conversion of registered societies into industrial and...

29In section 109(1) (regulations) for “Industrial and Provident Societies Act...

30(1) Schedule 6A (conversion of registered societies into industrial and...

31Industrial Common Ownership Act 1976 (c. 78)

32Housing Act 1985 (c. 68)

33In section 5(2) (housing associations: “fully mutual”) for “society registered...

34In section 6A (the Corporation) for “society registered under the...

35In section 27AB (management agreements with tenant management organisations), in...

36Housing Associations Act 1985 (c. 69)

37Finance Act 1986 (c. 41)

38Company Directors Disqualification Act 1986 (c. 46)

39Housing (Scotland) Act 1987 (c. 26)

40Income and Corporation Taxes Act 1988 (c. 1)

41Local Government and Housing Act 1989 (c. 42)

42In section 67(1) (application of, and orders under, Part 5)—...

43In section 69(8) (companies subject to local authority influence) for...

44Opticians Act 1989 (c. 44)

45Enterprise and New Towns (Scotland) Act 1990 (c. 35)

46Taxation of Chargeable Gains Act 1992 (c. 12)

47(1) Section 140E (merger leaving assets within UK tax charge)...

48In section 140F(1)(b) (merger: assets outside UK tax charge) for...

49In section 140G(1)(b) (treatment of securities issued on merger) for...

50(1) Section 170 (interpretation of sections 171 to 181) is...

51In the heading before section 217D for “Industrial and provident...

52In section 217D(3) (disposal of assets on union, amalgamation or...

53In Schedule 7AC (exemptions for disposals by companies with substantial...

54Trade Union and Labour Relations (Consolidation) Act 1992 (c. 52)

55Housing Act 1996 (c. 52)

56For “an industrial and provident society” (in each place except...

57In section 1A (Welsh bodies) for paragraph (b) (not including...

58In section 2(1)(b) (eligibility for registration) for the words from...

59(1) Section 48(2) (powers of the manager: transfer of engagements)...

60In section 57 (definitions relating to industrial and provident societies)...

61In section 59(1)(b) (meaning of “officer” of registered social landlord)...

62In section 60(1)(c) (meaning of “subsidiary”) for “the Friendly and...

63In section 61(2) (meaning of “associate”) for “the Friendly and...

64(1) Section 64 (index of defined expressions: Part 1) is...

65(1) Schedule 1 (regulation of registered social landlords) is amended...

66Scotland Act 1998 (c. 46)

67Greater London Authority Act 1999 (c. 29)

68Financial Services and Markets Act 2000 (c. 8)

69In section 138K(5)(c) (consultation: mutual societies) for “the Industrial and...

70In section 355(1) (interpretation of Part 24) in the definition...

71Section 417(1) (definitions) is amended as follows.

72In Part 2 of Schedule 11A (transferable securities) in paragraph...

73Terrorism Act 2000 (c. 11)

74Political Parties, Elections and Referendums Act 2000 (c. 41)

75In section 26(8)(b) (financial structure of registered party: adoption of...

76In section 54(2)(g) (permissible donors) for the words from “or...

77In Schedule 6 (details to be given in donation reports)...

78In Schedule 6A (details to be given in transaction reports)...

79Housing (Scotland) Act 2001 (asp 10)

80Land Registration Act 2002 (c. 9)

81Proceeds of Crime Act 2002 (c. 29)

82Income Tax (Earnings and Pensions) Act 2003 (c. 1)

83Licensing Act 2003 (c. 17)

84In section 64(2) (additional conditions for supply of alcohol) for...

85(1) Section 65 (industrial and provident societies, friendly societies etc)...

86Fire and Rescue Services Act 2004 (c. 21)

87Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

88(1) Section 15D(4)(g) (permitted disclosure of information obtained under compulsory...

89In section 53(b) (ceasing to be a community interest company)...

90(1) Section 56 (becoming an industrial and provident society) is...

91Housing Act 2004 (c. 34)

92Income Tax (Trading and Other Income) Act 2005 (c. 5)

93In sections 367(3) and 369(2) for “industrial and provident society...

94(1) Section 379 (industrial and provident society payments) is amended...

95In section 483(3) (exclusion of credit union group life policies)...

96Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

97(1) Section 56 (conversion of charity which is a company...

98In section 58(3)(b) (conversion: supplementary) for “Industrial and Provident Societies...

99Companies Act 2006 (c. 46)

100(1) Section 461(4)(g) (permitted disclosure of information obtained under compulsory...

101In section 1099(3)(e) (registrar’s index of company names etc) for...

102(1) In Part 2 of Schedule 2 (permitted disclosure for...

103(1) In Part 2 of Schedule 11A (permitted disclosure for...

104Income Tax Act 2007 (c. 3)

105(1) Section 151(1) (interpretation of Chapter 6 of Part 4)...

106In section 198A(9) (excluded activities: subsidised generation or export of...

107In section 309A(9) (excluded activities: subsidised generation or export of...

108In section 853(2)(b)(iii) (meaning of “deposit-taker”) for “the Industrial and...

109In section 874(5)(a) (duty to deduct from certain payments of...

110(1) Section 887 (industrial and provident society payments) is amended...

111In section 991(3)(c) (meaning of “bank”) for “the Industrial and...

112(1) Schedule 4 (index of defined expressions) is amended as...

113Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (c. 26)

114(1) Section 3 (transfers to subsidiaries of other mutuals) is...

115In section 4(5) (transfers to subsidiaries: distribution of funds) for...

116Serious Crime Act 2007 (c. 27)

117Bankruptcy and Diligence etc. (Scotland) Act 2007 (asp 3)

118(1) Subsection (1) is amended as follows.

119In subsection (2), for “4” substitute “63”.

120(1) Subsection (3) is amended as follows.

121Housing and Regeneration Act 2008 (c. 17)

122For “an industrial and provident society” (in each place) substitute...

123For “industrial and provident society” (in each place except in...

124In section 79(1)(b) (English bodies) for “the Industrial and Provident...

125(1) Section 134 (non-audited industrial and provident society) is amended...

126(1) Section 157 (extra powers of manager of industrial and...

127In section 161(2) (company: conversion into industrial and provident society)...

128In section 163 (industrial and provident society: restructuring) for subsection...

129In section 164(3) (industrial and provident society: winding up) for...

130(1) Section 165 (industrial and provident society: dissolution) is amended...

131(1) Section 167 (transfer of property) is amended as follows....

132In section 212(6) (industrial and provident societies: change of rules)...

133In section 255(4) (amalgamation) for “section 50 of the Industrial...

134In section 270 (meaning of “officer”) for “section 74 of...

135In section 271(4) (meaning of “subsidiary” and “associate”) for “the...

136In section 275 (general)— (a) omit the definition of “industrial...

137In section 276 (index of defined terms)—

138Local Transport Act 2008 (c. 26)

139Counter Terrorism Act 2008 (c. 28)

140Corporation Tax Act 2009 (c. 4)

141For “registered industrial and provident society” (in each place where...

142For “the Industrial and Provident Societies Act 1965” (in each...

143For “industrial and provident societies” (in each place where those...

144In section 465(3)(d) (exclusion of distributions except in tax avoidance...

145In section 499 (industrial and provident society payments treated as...

146In Schedule 4 (index of defined expressions)—

147Finance Act 2009 (c. 10)

148Local Democracy, Economic Development and Construction Act 2009 (c. 20)

149For “an industrial and provident society” (in each place) substitute...

150In section 40(4) (exclusions) for the words from “subsection (1)”...

151In section 43(6)(c) (right of entity to appoint auditor to...

152(1) Section 44(4) (functions of auditor not appointed to conduct...

153(1) Section 54(1) (interpretation) is amended as follows.

154In section 113B(6) (boundaries of power under section 113A)—

155Corporation Tax Act 2010 (c. 4)

156For “registered industrial and provident society” (in each place where...

157In section 47 (registered industrial and provident societies) for the...

158(1) Section 90(1) (interpretation of Chapter 5 of Part 4)...

159In section 151(2) (meaning of 75% subsidiary) for “registered industrial...

160In section 645(3) (tests to be satisfied by the association)...

161In section 653(3)(a) (approval of self-build societies) for “the Industrial...

162In section 654(1) (delegation of powers to Regulator of Social...

163In the table in section 1001 (provisions related to paragraphs...

164In section 1029(1) (overview of Chapter 3 of Part 23)—...

165In the heading before section 1055 for “Industrial and provident...

166In section 1055 (industrial and provident societies: interest and share...

167In section 1056(1)(b) (dividend or bonus relating to transactions) for...

168(1) Section 1119 (definitions) is amended as follows.

169In section 1120(3)(c) (meaning of “bank”) for “the Industrial and...

170In Schedule 4 (index of defined expressions)—

171Taxation (International and Other Provisions) Act 2010 (c. 8)

172Finance Act 2010 (c. 13)

173Finance Act 2011 (c. 11)

174Localism Act 2011 (c. 20)

175In section 4(4)(b) (limits on doing things for commercial purpose...

176In section 190(3) (transfer of property of Homes and Communities...

177In section 191(5) (abolition of London Development Agency and transfer...

178In section 200(9) (transfers of property etc to a Mayoral...

179In section 216(4) (transfers of property, rights and liabilities) in...

180Public Bodies Act 2011 (c. 24)

181Charities Act 2011 (c. 25)

182(1) Section 229 (application for conversion by registered society) is...

183(1) Schedule 3 (exempt charities) is amended as follows.

SCHEDULE 5Transitionals and savings

1Continuity of the law

2(1) This paragraph applies to a reference (express or implied)...

3(1) Sub-paragraph (2) applies to a reference (express or implied)...

4Any power conferred by an Act that is exercisable in...

5Anything done, or having effect as if done, under (or...

6(1) Paragraphs 1 to 5 have effect in place of...

7Effect of old transitionals and savings

8(1) The repeal by this Act of an enactment previously...

9Use of existing forms etc

10Meaning of “enactment”

SCHEDULE 6Transitory modifications etc

1Establishment of a single county court

2Amendments relating to the punishment of offences in England and Wales

3Land Registration etc. (Scotland) Act 2012 (asp 5)

SCHEDULE 7Repeals and revocations

Co-operative and Community Benefit Societies Act 2014

2014 Chapter 14

An Act to consolidate certain enactments relating to co-operative societies, community benefit societies and other societies registered or treated as registered under the Industrial and Provident Societies Act 1965, with amendments to give effect to recommendations of the Law Commission and the Scottish Law Commission.

[14th May 2014]

Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—