|
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|
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(1) | This section applies where agreed proposals provide for the appointment of a |
| |
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(2) | The proposals must provide for the manager to be paid reasonable |
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remuneration and expenses. |
| 5 |
(3) | The regulator shall appoint a manager. |
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(4) | The regulator may give the manager directions (general or specific). |
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(5) | The manager may apply to the High Court for directions (and directions of the |
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regulator are subject to directions of the High Court). |
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(6) | If the registered provider is a charity, the regulator must notify the Charity |
| 10 |
Commission that a manager has been appointed. |
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(7) | The regulator may appoint a new manager in place of a person who ceases to |
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be manager (in accordance with terms of appointment specified in the |
| |
proposals or determined by the regulator). |
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| 15 |
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(a) | may do anything necessary for the purpose of the appointment, |
| |
(b) | acts as the registered provider’s agent (and is not personally liable on a |
| |
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(c) | has ostensible authority to act for the registered provider (so that a |
| 20 |
person dealing with the manager in good faith and for value need not |
| |
inquire into the manager’s powers). |
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(2) | In particular, the terms of a manager’s appointment may confer power— |
| |
(a) | to sell or otherwise dispose of land by public auction or private |
| |
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(b) | to raise or borrow money; |
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(c) | to grant security over land; |
| |
(d) | to grant or accept surrender of a lease; |
| |
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(f) | to take possession of property; |
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(g) | to appoint a solicitor, accountant or other professional to assist the |
| |
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(h) | to appoint agents and staff (and to dismiss them); |
| |
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(j) | to bring or defend legal proceedings; |
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(k) | to refer a question to arbitration; |
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(l) | to make any arrangement or compromise; |
| |
(m) | to carry on the business of the registered provider; |
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(n) | to carry out works and do other things in connection with the |
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management or transfer of land; |
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(o) | to take out insurance; |
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(p) | to use the registered body’s seal; |
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(q) | to execute in the name and on behalf of the registered provider any |
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deed, receipt or other document; |
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|
| |
|
| |
|
(r) | to do anything incidental to a power in paragraphs (a) to (q). |
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(3) | A manager shall so far as is reasonably practicable consult and inform the |
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registered provider’s tenants about an exercise of powers likely to affect them. |
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147 | Manager of industrial and provident society: extra powers |
| |
(1) | This section applies to a manager appointed to implement proposals relating |
| 5 |
to an industrial and provident society. |
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(2) | The appointment may confer on the manager power to make and execute on |
| |
behalf of the society an instrument transferring its engagements. |
| |
(3) | An instrument transferring engagements has the same effect as a transfer of |
| |
engagements under section 51 and 52 of the Industrial and Provident Societies |
| 10 |
Act 1965 (c. 12) (transfer by special resolution to another society or company). |
| |
(4) | A copy of the instrument— |
| |
(a) | shall be sent to and registered by the Financial Services Authority, and |
| |
(b) | takes effect when registered. |
| |
(5) | The copy must be sent for registration during the period of 14 days beginning |
| 15 |
with the date of execution; but a copy registered after that period is valid. |
| |
148 | Assistance by regulator |
| |
(1) | The regulator may give financial or other assistance to a registered provider for |
| |
the purpose of preserving its position pending the agreement of proposals. |
| |
(2) | The regulator may give financial or other assistance to a registered provider, or |
| 20 |
a manager appointed under section 145, to facilitate the implementation of |
| |
| |
(3) | In particular, the regulator may— |
| |
| |
(b) | arrange payment of the manager’s remuneration and expenses. |
| 25 |
(4) | The regulator may do the following only with the Secretary of State’s |
| |
| |
| |
| |
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(d) | make payments in connection with secured loans, and |
| |
(e) | guarantee payments in connection with secured loans. |
| |
149 | Applications to court |
| |
(1) | A registered provider may apply to the High Court where the registered |
| |
provider thinks that action taken by a manager is not in accordance with the |
| 35 |
| |
(2) | A creditor of a registered provider may apply to the High Court where the |
| |
creditor thinks that action taken by a manager is not in accordance with the |
| |
| |
| 40 |
|
| |
|
| |
|
(a) | confirm, annul or modify an act of the manager; |
| |
(b) | give the manager directions; |
| |
(c) | make any other order. |
| |
(4) | If a person bound by agreed proposals (P1) thinks that action by another |
| |
person (P2) breaches section 144, P1 may apply to the High Court. |
| 5 |
| |
(a) | confirm, annul or modify the action; |
| |
(b) | grant relief by way of injunction, damages or otherwise. |
| |
Restructuring and dissolution |
| |
150 | Company: arrangements and reconstructions |
| 10 |
(1) | This section applies to a non-profit registered provider which is a registered |
| |
| |
(2) | A voluntary arrangement under Part 1 of the Insolvency Act 1986 (c. 45) in |
| |
relation to the company is effective only if the regulator has first consented. |
| |
(3) | An order under section 899 of the Companies Act 2006 (c. 46) (court sanction |
| 15 |
for compromise or arrangement)— |
| |
(a) | is effective only if the regulator has first consented, and |
| |
(b) | does not take effect until a copy of the consent is delivered to the |
| |
| |
(4) | An order under section 900 of the Companies Act 2006 (c. 46) (powers of court |
| 20 |
to facilitate reconstruction or amalgamation) is effective only if the regulator |
| |
| |
(5) | The requirement in section 900(6) of the Companies Act 2006 (c. 46) (sending |
| |
copy of order to registrar) is satisfied only if the copy is accompanied by a copy |
| |
of the regulator’s consent. |
| 25 |
151 | Company: conversion into industrial and provident society |
| |
(1) | This section applies to a non-profit registered provider which is a company. |
| |
(2) | The registrar of companies may register a resolution under section 53 of the |
| |
Industrial and Provident Societies Act 1965 (c. 12) for converting the company |
| |
into an industrial and provident society only if— |
| 30 |
(a) | the regulator has consented to the resolution, and |
| |
(b) | a copy of the consent accompanies the resolution as sent to the registrar. |
| |
(3) | The regulator shall register the body created by the conversion and designate |
| |
it as a non-profit organisation. |
| |
(4) | Pending registration the body shall be treated as if it were registered and |
| 35 |
designated as a non-profit organisation. |
| |
| |
(1) | This section applies to a non-profit registered provider which is a registered |
| |
| |
|
| |
|
| |
|
(2) | A special resolution for the voluntary winding-up of the company under the |
| |
Insolvency Act 1986 (c. 45) is effective only if the regulator has first consented. |
| |
(3) | The requirement under section 30 of the Companies Act 2006 (c. 46) (sending |
| |
copy of resolution to registrar) is satisfied only if the copy is accompanied by a |
| |
copy of the regulator’s consent. |
| 5 |
153 | Industrial and provident society: restructuring |
| |
(1) | This section applies to a non-profit registered provider which is a industrial |
| |
| |
(2) | The Financial Services Authority may register a resolution passed by the |
| |
society for the purposes of restructuring provisions listed in subsection (3) only |
| 10 |
| |
(a) | the regulator has consented to the dissolution, and |
| |
(b) | a copy of the consent accompanies the resolution as sent to the |
| |
| |
(3) | The following provisions of the Industrial and Provident Societies Act 1965 |
| 15 |
(c. 12) are the restructuring provisions— |
| |
(a) | section 50 (amalgamation of societies), |
| |
(b) | section 51 (transfer of engagements between societies), and |
| |
(c) | section 52 of that Act (conversion into or amalgamation with registered |
| |
| 20 |
(4) | Where a resolution is registered in accordance with subsection (2), any body |
| |
created or to whom engagements are transferred— |
| |
(a) | must be registered by the regulator and designated as a non-profit |
| |
| |
(b) | pending registration shall be treated as registered and designated as a |
| 25 |
| |
154 | Industrial and provident society: winding up |
| |
(1) | This section applies to non-profit registered provider which is an industrial |
| |
| |
(2) | A resolution for the voluntary winding-up of the society under the Insolvency |
| 30 |
Act 1986 is effective only if the regulator has first consented. |
| |
(3) | The requirement in section 30 of the Companies Act 2006 (c. 46) (as applied by |
| |
section 55 of the Industrial and Provident Societies Act 1965 and section 84(3) |
| |
of the Insolvency Act 1986) (sending copy of resolution to FSA) is satisfied only |
| |
if the copy is accompanied by a copy of the regulator’s consent. |
| 35 |
155 | Industrial and provident society: dissolution |
| |
(1) | This section applies to a non-profit registered provider which is— |
| |
(a) | an industrial and provident society, and |
| |
(b) | to be dissolved by instrument of dissolution in accordance with section |
| |
58 of the Industrial and Provident Societies Act 1965. |
| 40 |
|
| |
|
| |
|
(2) | The Financial Services Authority may register the instrument under section |
| |
58(5), or cause notice of the dissolution to be advertised under section 58(6), |
| |
| |
(a) | the regulator has consented to the dissolution, and |
| |
(b) | a copy of the consent accompanies the instrument as sent to the |
| 5 |
| |
156 | Winding up petition by regulator |
| |
(1) | This section applies to a non-profit registered provider which is— |
| |
(a) | a registered company, or |
| |
(b) | an industrial and provident society. |
| 10 |
(2) | The regulator may present a petition for the registered provider to be wound |
| |
up under the Insolvency Act 1986 (c. 45) on any of the following grounds. |
| |
(3) | Ground 1 is that the registered provider is failing properly to carry out its |
| |
| |
(4) | Ground 2 is that the registered provider is unable to pay its debts within the |
| 15 |
meaning of section 123 of the Insolvency Act 1986. |
| |
(5) | Ground 3 is that the regulator has directed the registered provider under |
| |
section 229 to transfer all its land to another person. |
| |
| |
(1) | This section applies— |
| 20 |
(a) | where a non-profit registered provider which is an industrial and |
| |
provident society is dissolved in accordance with section 55(a) or (b) of |
| |
the Industrial and Provident Societies Act 1965 (c. 12), and |
| |
(b) | where a non-profit registered provider which is a registered company |
| |
is wound up under the Insolvency Act 1986. |
| 25 |
(2) | Any surplus property that is available after satisfying the registered provider’s |
| |
liabilities shall be transferred— |
| |
| |
(b) | if the regulator directs, to a specified registered provider. |
| |
(3) | If land belonging to the registered provider needs to be sold to satisfy its |
| 30 |
liabilities, the regulator may discharge those liabilities so as to ensure that the |
| |
land is instead transferred in accordance with subsection (2). |
| |
(4) | Where the registered provider dissolved or wound up is a charity, a registered |
| |
provider may be specified under subsection (2)(b) only if it is a charity whose |
| |
objects the regulator thinks are similar to those of the original charity. |
| 35 |
(5) | This section has effect despite anything in— |
| |
(a) | the Industrial and Provident Societies Act 1965, |
| |
(b) | the Insolvency Act 1986, |
| |
(c) | the Companies Act 2006 (c. 46), or |
| |
(d) | the constitution of a registered provider. |
| 40 |
|
| |
|