Housing and Regeneration Bill

House of Commons

Session 2007 - 08
Internet Publications
Other Bills before Parliament

Housing and Regeneration Bill

Housing and Regeneration Bill
Part 2 — Regulation of Social Housing
Chapter 4 — Registered providers
59

145
Manager: appointment
(1)
This section applies where agreed proposals provide for the appointment of a
manager.
(2)
The proposals must provide for the manager to be paid reasonable
remuneration and expenses.
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(3)
The regulator shall appoint a manager.
(4)
The regulator may give the manager directions (general or specific).
(5)
The manager may apply to the High Court for directions (and directions of the
regulator are subject to directions of the High Court).
(6)
If the registered provider is a charity, the regulator must notify the Charity
10
Commission that a manager has been appointed.
(7)
The regulator may appoint a new manager in place of a person who ceases to
be manager (in accordance with terms of appointment specified in the
proposals or determined by the regulator).
146
Manager: powers
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(1)
A manager—
(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
contract), and
(c)
has ostensible authority to act for the registered provider (so that a
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person dealing with the manager in good faith and for value need not
inquire into the manager’s powers).
(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
contract;
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(b)
to raise or borrow money;
(c)
to grant security over land;
(d)
to grant or accept surrender of a lease;
(e)
to take a lease;
(f)
to take possession of property;
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(g)
to appoint a solicitor, accountant or other professional to assist the
manager;
(h)
to appoint agents and staff (and to dismiss them);
(i)
to make payments;
(j)
to bring or defend legal proceedings;
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(k)
to refer a question to arbitration;
(l)
to make any arrangement or compromise;
(m)
to carry on the business of the registered provider;
(n)
to carry out works and do other things in connection with the
management or transfer of land;
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(o)
to take out insurance;
(p)
to use the registered body’s seal;
(q)
to execute in the name and on behalf of the registered provider any
deed, receipt or other document;

Housing and Regeneration Bill
Part 2 — Regulation of Social Housing
Chapter 4 — Registered providers
60

(r)
to do anything incidental to a power in paragraphs (a) to (q).
(3)
A manager shall so far as is reasonably practicable consult and inform the
registered provider’s tenants about an exercise of powers likely to affect them.
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.
(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
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a manager appointed under section 145, to facilitate the implementation of
agreed proposals.
(3)
In particular, the regulator may—
(a)
lend staff;
(b)
arrange payment of the manager’s remuneration and expenses.
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(4)
The regulator may do the following only with the Secretary of State’s
consent—
(a)
make grants,
(b)
make loans,
(c)
indemnify a manager,
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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
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agreed proposals.
(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
agreed proposals.
(3)
The High Court may—
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Housing and Regeneration Bill
Part 2 — Regulation of Social Housing
Chapter 4 — Registered providers
61

(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.
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(5)
The High Court may—
(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
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(1)
This section applies to a non-profit registered provider which is a registered
company.
(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
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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
registrar of companies.
(4)
An order under section 900 of the Companies Act 2006 (c. 46) (powers of court
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to facilitate reconstruction or amalgamation) is effective only if the regulator
has first consented.
(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.
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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—
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(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
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designated as a non-profit organisation.
152
Company: winding up
(1)
This section applies to a non-profit registered provider which is a registered
company.

Housing and Regeneration Bill
Part 2 — Regulation of Social Housing
Chapter 4 — Registered providers
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(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.
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153
Industrial and provident society: restructuring
(1)
This section applies to a non-profit registered provider which is a industrial
and provident society.
(2)
The Financial Services Authority may register a resolution passed by the
society for the purposes of restructuring provisions listed in subsection (3) only
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if—
(a)
the regulator has consented to the dissolution, and
(b)
a copy of the consent accompanies the resolution as sent to the
Authority.
(3)
The following provisions of the Industrial and Provident Societies Act 1965
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(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
company).
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(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
organisation, and
(b)
pending registration shall be treated as registered and designated as a
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non-profit organisation.
154
Industrial and provident society: winding up
(1)
This section applies to non-profit registered provider which is an industrial
and provident society.
(2)
A resolution for the voluntary winding-up of the society under the Insolvency
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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.
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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.
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Housing and Regeneration Bill
Part 2 — Regulation of Social Housing
Chapter 4 — Registered providers
63

(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),
only if—
(a)
the regulator has consented to the dissolution, and
(b)
a copy of the consent accompanies the instrument as sent to the
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Authority.
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.
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(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
objects.
(4)
Ground 2 is that the registered provider is unable to pay its debts within the
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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.
157
Transfer of property
(1)
This section applies—
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(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.
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(2)
Any surplus property that is available after satisfying the registered provider’s
liabilities shall be transferred—
(a)
to the regulator, or
(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
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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.
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(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.
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