Co-operative and Community Benefit Societies Bill (HL Bill 69)

Contents

1. Part 1

   Registration

   1. Introduction

      1. 1. Meaning of “registered society”

   2. Registration

      1. 2. Societies that may be registered

      2. 3. Registration

      3. 4. Registration etc: special cases

   3. Cancellation of registration

      1. 5. Cancellation of registration: conditions for cancellation

      2. 6. Cancellation of registration: procedure and effect

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

   4. Suspension of registration

      1. 8. Suspension of registration

   5. Appeals

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

2. Part 2

   Name, rules, powers etc

   1. Name and charitable status

      1. 10. A society’s name

      2. 11. Registered name to be displayed and used

      3. 12. Charitable status to appear on documents etc

      4. 13. Change of name

   2. Rules: general

      1. 14. Content of a society’s rules

      2. 15. Rules to bind members

      3. 16. Amendment of rules

      4. 17. Appeal against refusal to register amendment of rules

      5. 18. Duty to provide copy of rules on demand

   3. Rules: supplementary provisions

      1. 19. Provision of rules with intent to mislead or defraud

      2. 20. Creation of offences by a society’s rules

      3. 21. Rules as to fund for purchase of government securities

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

      5. 23. Supplementary provisions as to rules

   4. Maximum shareholding

      1. 24. Maximum interest in a society’s withdrawable shares

      2. 25. Power to amend limit in section 24

   5. Power to hold land

      1. 26. Power to hold land etc

   6. Power to invest etc

      1. 27. Power to invest

      2. 28. Proxy voting by societies

   7. Power to restrict use of assets

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

3. Part 3

   Members and officers

   1. Register of members and officers

      1. 30. Register of members and officers

   2. Provisions about certain kinds of member etc

      1. 31. Members under 18

      2. 32. Bodies corporate may be members

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

   3. Dealings with members

      1. 34. Advances to members

      2. 35. Remedies for members’ debts

      3. 36. Payments in respect of persons lacking capacity

   4. Distribution of member’s property in society on death

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

      2. 38. Section 37: variation and revocation of nominations

      3. 39. Section 37: procedure on death

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

   5. Officers and employees in charge of money etc

      1. 41. Security to be given by certain officers

      2. 42. Duty of certain officers and employees to account

4. Part 4

   A society’s capacity and related matters

   1. Capacity of society and power of committee to bind it

      1. 43. Capacity of a society and relationship with its rules

      2. 44. Special resolutions under section 43

      3. 45. Power of committee to bind society

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

      5. 47. Application of sections 43 and 45 to charitable societies

      6. 48. Transactions with committee members etc in excess of powers

      7. 49. Section 48: definitions

   2. Seals

      1. 50. Common seal

      2. 51. Power of society to have official seal for use abroad

      3. 52. Authorisation of use of official seal

   3. Execution of documents

      1. 53. Methods for execution of documents: England and Wales

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

      3. 55. Execution of documents: Scotland

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

   4. Other matters

      1. 57. Contracts, deeds and obligations made before registration of society

      2. 58. Bills of exchange and promissory notes

5. Part 5

   Charges over a society’s assets

   1. Chapter 1

      Charges: England and Wales

      1. 59. Charges on assets of English and Welsh societies

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

      3. 61. Notification of transactions relating to charges recorded under section 59

   2. Chapter 2

      Charges: Scotland

      1. 62. Floating charges created by Scottish societies

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

      3. 64. Notification of charges etc: Scotland

   3. Chapter 3

      Receiver or manager of society’s property

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

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

6. Part 6

   Banking and lending by societies

   1. Banking

      1. 67. Registered society with withdrawable share capital not to carrying on
         banking etc

      2. 68. Power to amend figures in section 67(2)

      3. 69. Society carrying on banking must display statement

      4. 70. Section 69: form of statement

   2. Discharge of charges securing lending by a registered society

      1. 71. Discharge of mortgages of property in England and Wales

      2. 72. Discharge of securities: land in Scotland

      3. 73. Discharge of securities: other property in Scotland

      4. 74. Receipt on payment of moneys secured to a society

7. Part 7

   Accounts, audit and annual returns

   1. Books of account

      1. 75. Duty to keep books of account etc

      2. 76. Form of books of account

   2. Year of account

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

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

   3. Accounts and balance sheets

      1. 79. Duty to prepare revenue accounts

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

      3. 81. Duty to display latest balance sheet at registered office

      4. 82. Restrictions on publication of accounts and balance sheets

   4. Auditing of accounts etc

      1. 83. Duty to appoint auditors

      2. 84. Power of certain societies to disapply section 83

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

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

      5. 87. Auditors: content of report and powers

      6. 88. Persons appointed under section 82 or 85: powers etc

   5. Annual returns

      1. 89. Annual returns

      2. 90. Duty to provide copy of annual return on demand

   6. Auditors

      1. 91. Meaning of “qualified auditor”

      2. 92. Persons ineligible for appointment as auditors etc

      3. 93. Re-appointment and removal of qualified auditors

      4. 94. Resolutions relating to appointment or removal of auditors

      5. 95. Resolutions relating to auditors: auditors’ representations

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

      7. 97. Remuneration of qualified auditors

   7. Group accounts

      1. 98. Group accounts

      2. 99. Section 98: exceptions

   8. Interpretation of Part 7

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

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

      3. 102. Interpretation of Part 7

8. Part 8

   Inspection and investigations

   1. Power to inspect books etc

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

      2. 104. Power of society to make rules authorising inspection of books

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

   2. Inspectors and special meetings

      1. 106. Appointment of inspectors and calling of special meetings

      2. 107. Section 106: examinations and special meetings

   3. General restriction on inspection

      1. 108. General restriction on inspection of books

9. Part 9

   Amalgamations, conversions, dissolution etc

   1. Amalgamations and transfers of engagements between societies

      1. 109. Amalgamation of societies

      2. 110. Transfer of engagements between societies

      3. 111. Special resolutions under section 109 or 110

   2. Conversion of society into company etc

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

      2. 113. Special resolutions under section 112

      3. 114. Conversion of society into a company: supplementary

   3. Conversion of company into society

      1. 115. Conversion of company into a registered society

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

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

   4. Voluntary arrangements and administration

      1. 118. Power to apply provisions about company arrangements and administration

   5. Dissolution by an instrument of dissolution

      1. 119. Dissolution of society by an instrument of dissolution

      2. 120. Special resolutions under section 119

      3. 121. Instruments of dissolution: notification to FCA etc

      4. 122. Instruments of dissolution: advertisement, dissolution etc

   6. Dissolution on winding up

      1. 123. Dissolution of society on winding up

      2. 124. Liability of existing and former members in winding up

   7. Dissolution following administration

      1. 125. Dissolution following administration

   8. Restriction on dissolution etc

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

10. Part 10

    Offences

    1. Offences

       1. 127. General offences

       2. 128. Offences by societies to be also offences by officers etc

       3. 129. Continuing offences

       4. 130. Misappropriation of a society’s property etc

       5. 131. Falsification of a society’s records etc

    2. Prosecution of offences

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

       2. 133. Prosecution of societies: service of summons etc

11. Part 11

    Miscellaneous and general

    1. Application of company law etc

       1. 134. Power to amend this Act to assimilate to company law

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

       3. 136. Section 135: power to make consequential amendments

    2. Determination of disputes

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

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

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

       4. 140. Determination of disputes: supplementary

    3. Other miscellaneous provisions

       1. 141. Recovery of costs and expenses

    4. Northern Ireland societies

       1. 142. Northern Ireland societies whose rules are recorded by the FCA

    5. Documents

       1. 143. Form of documents etc

       2. 144. Form etc of electronic documents sent to FCA or PRA

       3. 145. Fees for inspection and copying of documents

       4. 146. Certain documents to be received in evidence

    6. Regulations and orders

       1. 147. Regulations and orders

    7. Interpretation

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

       2. 149. Interpretation of Act

12. Part 12

    Final provisions

    1. 150. Pre-commencement societies

    2. 151. Amendments, repeals etc

    3. 152. Channel Islands

    4. 153. Extent

    5. 154. Commencement

    6. 155. Short title

13. 1. Schedule 1

       Forms of bond for officers of society

       1. Part 1

          Forms applicable in England, Wales and Channel Islands

       2. Part 2

          Form applicable in Scotland

    2. Schedule 2

       Form of receipt on mortgage, heritable security etc

       1. Part 1

          Forms applicable in England and Wales

       2. Part 2

          Forms applicable in Scotland

    3. Schedule 3

       Provision for certain pre-commencement societies

    4. Schedule 4

       Consequential amendments

       1. Part 1

          Amendments of the Credit Unions Act 1979

       2. Part 2

          Amendments of other Acts

    5. Schedule 5

       Transitionals and savings

    6. Schedule 6

       Transitory modifications etc

    7. Schedule 7

       Repeals and revocations