Friendly Societies and Credit Unions Act 1982

Amalgamations, transfers of engagements, and conversions

83 Amalgamation of societies and transfer of engagements

(1)

Any 2 or more registered societies may, by special resolution of each of them, become amalgamated together as 1 society, with or without any dissolution or division of the funds of those societies or any of them.

(2)

A registered society may by special resolution transfer its engagements to any other registered society which may (by special resolution or in such other manner as may be authorised by its rules) undertake to fulfil the engagements of that society.

(3)

A registered society may by special resolution determine to transfer its engagements to a company registered under the Companies Act 1993.

(4)

A society which has branches shall not amalgamate or transfer its engagements pursuant to this section except with the consent of the central body of the society.

(5)

Before a society amalgamates or transfers its engagements pursuant to this section, information relating to the terms of the proposed amalgamation or transfer shall be given to the members of the society—

(a)

by sending to each member of the society, not less than 14 days before the date of the general meeting at which the resolution for the amalgamation or transfer is to be proposed, a notice the contents of which have been approved for the purpose by the Registrar; or

(b)

if the Registrar so allows in the case of all or any of the members of the society, by placing an advertisement, the contents of which have been approved for the purpose by him, in such newspaper or newspapers, and at such time or times, as he may specify.

(6)

For the purposes of subsection (5), the information to be given to members shall relate, at the least, to—

(a)

the financial position of the relevant society and that of the other society or societies or company concerned:

(b)

the interest of the officers of the relevant society and of the other society or societies or company concerned in the union or transfer:

(c)

the compensation or other consideration (if any) proposed to be paid to the officers of the relevant society, and of the other society or societies or company concerned:

(d)

the payments (if any) to be made to the members of the relevant society, and of the other society or societies concerned, in consideration of the union or transfer of engagements.

(7)

Subject to section 97, where a registered society transfers all its engagements to a company registered under the Companies Act 1993, the registration of that society under this Act and the registration of its branches shall thereupon become void and shall be cancelled by the Registrar.

(8)

Where a registered society transfers part of its engagements to a company registered under the Companies Act 1993, then, notwithstanding anything to the contrary in section 52, the society may, with the approval of the Registrar, hold shares in that company subject to such conditions as the Registrar thinks fit.

(9)

No amalgamation or transfer of engagements shall prejudice any right of a creditor of either or any society which is a party thereto.

Compare: 1909 No 12 ss 62, 63(1); Friendly Societies Act 1974 s 82(4), (5) (UK)

Section 83(3): amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Section 83(7): amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).

Section 83(8): amended, on 5 December 2013, by section 14 of the Companies Amendment Act 2013 (2013 No 111).