Legalize / United Kingdom / Public General Act

Building Societies Act 1986

Type Public General Act

Publication 1986-07-25

Last updated 2025-01-06

State In force

Department Statute Law Database

Source legislation.gov.uk

articles 16

Reform history JSON API

(a) paragraph 20A(1)(b) above requires the society to send to each member entitled to receive notice of the meeting a copy of a statement of not more than 500 words with respect to the matters to be dealt with at the meeting; and

(b) subject to sub-paragraph (5) below, that requirement is not complied with within 28 days from the date of the deposit of the requisition,

the requisitionists, or any proportion of them exceeding one half, may themselves send a copy of the statement to each such member.

(5) If the rules of the society make such provision as is mentioned in paragraph 20A(9)(b) above, any days falling within the period there mentioned shall be disregarded in determining any period for the purposes of sub-paragraph (2) or (4)(b) above.

(6) Any reasonable expenses incurred by the requisitionists by reason of the failure of the society to call a meeting, or to comply with such a requirement as is mentioned in sub-paragraph (4) above, shall be repaid to the requisitionists by the society.

(7) Any sum so repaid shall be recoverable by the society from such of the directors of the society as were responsible for the failure (whether by the retention of fees or other remuneration in respect of services or otherwise).

27A

A resolution of a building society shall be a shareholding members’ resolution when it has been passed by not less than three-quarters of the number of the shareholding members of the society—

(a) qualified to vote on a shareholding members’ resolution; and

(b) voting in person or by proxy on a poll on the resolution at a meeting of the society of which notice specifying the intention to move the resolution as a shareholding members’ resolution has been duly given.

SCHEDULE 2A

Main provisions

1

(1) When all money intended to be secured by a mortgage given to a building society has been fully paid or discharged, the society may endorse on or annex to the mortgage one or other of the following—

(a) a receipt in the prescribed form signed by any person acting under the authority of the board of directors;

(b) a reconveyance of the mortgaged property to the mortgagor;

(c) a reconveyance of the mortgaged property to such person of full age, and on such trusts (if any), as the mortgagor may direct.

(2) Where in pursuance of sub-paragraph (1) above a receipt is endorsed on or annexed to a mortgage, not being a charge or incumbrance registered under the Land Registration Act 1925 registered charge (within the meaning of the Land Registration Act 2002), the receipt shall operate in accordance with section 115(1), (3), (6) and (8) of the Law of Property Act 1925 (discharge of mortgages by receipt) in the like manner as a receipt which fulfils all the requirements of subsection (1) of that section.

(3) Section 115(9) of the Law of Property Act 1925 shall not apply to a receipt in the prescribed form endorsed or annexed by a building society in pursuance of sub-paragraph (1) above; and in the application of that subsection to a receipt so endorsed or annexed which is not in that form, the receipt shall be taken to be executed in the manner required by the statute relating to the society if it is signed as mentioned in sub-paragraph (1)(a) above.

(4) The foregoing sub-paragraphs shall, in the case of a mortgage of registered land, have effect without prejudice to the operation of the Land Registration Act 1925 or any rules in force under it.

(5) In this paragraph—

“mortgage” includes a further charge;

“the mortgagor”, in relation to a mortgage, means the person for the time being entitled to the equity of redemption; and

“registered land” has the same meaning as in the Land Registration Act 1925.

(6) This paragraph does not extend to Scotland.

Application of paragraph 1 to Northern Ireland

2

(1) In its application to Northern Ireland, paragraph 1 above shall have effect with the following modifications.

(2) In sub-paragraph (1) after the words “on such trusts” there shall be inserted the words “ or uses ”.

(3) In sub-paragraph (2)—

(a) for the words from “charge” to “Property Act 1925” there shall be substituted the words “ charge on registered land, the receipt shall operate in accordance with Article 3(1), (7) and (9) of the Property (Discharge of Mortgage by Receipt) (Northern Ireland) Order 1983 ”; and

(b) for the words “subsection (1) of that section” there shall be substituted the words “ paragraph (1) of that Article ”.

(4) For sub-paragraphs (3) and (4) there shall be substituted the following sub-paragraphs—

(3) If the mortgage is registered in accordance with the Registration of Deeds Act (Northern Ireland) 1970, the registrar under that Act shall— (a) on production of the receipt mentioned in sub-paragraph (1) above make a note in the Abstract Book against the entry relating to the mortgage that the mortgage is satisfied; and (b) grant a certificate, either on the mortgage or separately, that the mortgage is satisfied. (4) The certificate granted under sub-paragraph (3)(b) above shall— (a) be received in all courts and proceedings without further proof; and (b) have the effect of clearing the register of the mortgage.

(5) In sub-paragraph (5) for the definition of “registered land” there shall be substituted the following definition—

“registered land” means land the title to which is registered under Part III of the Land Registration Act (Northern Ireland) 1970.

Power to prescribe form of documents

3

(1) The Treasury may make rules for prescribing anything authorised or required by paragraph 1 above to be prescribed; and in this Schedule “prescribed” means prescribed by rules made under this paragraph.

(2) The power to make rules under this paragraph shall be exercisable by statutory instrument.

Procedure for authorisation

Performance of functions

5A

The Board may authorise—

(a) any member or members of the Board,

(b) any committee or sub-committee of the Board, or

to perform on behalf of the Board such of the Board’s functions (including the power conferred by this paragraph) as are specified in the authorisation.

8

In the application of this Schedule in relation to investments in an office of a building society in another EEA State, references to persons entitled in any of the following capacities, namely—

(a) as trustees;

(b) as partners; or

shall be construed as references to persons entitled under the law of that State in a capacity appearing to the Board to correspond as nearly as may be to that capacity.

SCHEDULE 7A

Preliminary

1

In this Schedule “direction” means a direction under section 36(3), (5), (6), (7) or (10).

Procedure for giving proposed direction

2

(1) If the Commission proposes to give a direction, it shall serve on the society and, subject to paragraph 5 below, on every director of the society and its chief executive a notice stating—

(a) that the Commission proposes to give the direction;

(b) what the direction will be;

(d) that the society may make representations with respect to the proposed direction within such period of not less than 14 days as may be specified in the notice and that, if the society so requests, the Commission will afford to it an opportunity of being heard by the Commission within that period.

(2) If a direction proposed to be given to the society includes a requirement for the removal from office of any officer of the society, the Commission shall also serve the notice specified in sub-paragraph (1) above on the officer whose removal is proposed giving him the like right to make representations and to be heard with respect to his proposed removal from office.

(3) The Commission shall—

(a) before deciding whether to give a direction and, if so, what direction, consider any representations made in accordance with sub-paragraph (1) or (2) above; and

(b) except where paragraph 3 below applies, serve on the society and, subject to paragraph 5 below, on every director of and the chief executive of the society and every other person on whom a notice was served under sub-paragraph (2) above, a notice stating its decision.

(4) If the Commission decides to give a direction, the notice under sub-paragraph (3) above shall—

(a) specify the direction, and

(b) state the grounds for the decision to give it.

(5) The Commission may not give a direction on grounds other than those stated, or grounds included in those stated, in the notice served by it under sub-paragraph (1) above.

Procedure for giving different direction

3

(1) This paragraph applies where the Commission has decided to give a direction but proposes to give a direction different from and more onerous than that stated in the notice served by the Commission under paragraph 2(1) above.

(2) The Commission shall serve on the society and, subject to paragraph 5 below, on every director of the society and its chief executive, a notice stating—

(a) what direction the Commission proposes to give;

(b) the grounds for the giving of that direction instead of the direction stated in the notice under paragraph 2(1) above; and

(c) that the society may make representations with respect to the direction the Commission proposes to give within such period of not less than seven days as may be specified in the notice and that, if the society so requests, the Commission will afford to it an opportunity of being heard by the Commission within that period.

(3) If any direction proposed to be given to the society includes a requirement for the removal from office of any officer of the society, the Commission shall also serve the notice specified in sub-paragraph (2) above on the officer whose removal is proposed giving him the like right to make representations and to be heard with respect to his proposed removal from office.

(4) The Commission shall—

(a) before deciding whether to give a direction different from that stated in the notice served under paragraph 2(1) above and, if so, what direction, consider any representations made in accordance with sub-paragraph (2) or (3) above; and

(b) serve on the society and, subject to paragraph 5 below, on every director of and the chief executive of the society and every other person on whom a notice was served under sub-paragraph (3) above, a notice stating its decision.

(5) If the Commission decides to give a different direction, the notice under sub-paragraph (4) above shall—

(a) specify the direction, and

(b) state the grounds for the decision to give it.

(6) The Commission may not give a direction on grounds other than those stated, or grounds included in those stated, in the notice served by it under sub-paragraph (2) above.

Different directions on appeal

4

(1) The modifications of the provisions of paragraph 2 and 3 above in their application to the giving of a different direction by the Commission in pursuance of a direction of an appeal tribunal under section 47(6) or (7A) are as follows.

(2) The notice under paragraph 2(1) shall be served on the society and the other persons there specified within the period of 14 days beginning with the date on which the Commission received notice of the tribunal’s decision under section 47(10); and a copy shall also be sent within that period to the tribunal.

(3) The notice under paragraph 2(1) may specify, as the period within which representations may be made, a period of not less than 7 days.

(4) If the Commission serves a notice under paragraph 3(2) on the society and the other persons there specified it shall send a copy of the notice to the tribunal.

Notice to directors and chief executives

5

Where any provision of this Schedule requires notice of any matter to be served on every director of a building society, that requirement is satisfied by serving notice on each director whose appointment has been officially notified and the non-receipt of a notice of a matter by a director or the chief executive does not affect the validity of any action on the part of the Commission.

1

Subject to paragraphs 2, 3, 4 and 5 below, no power conferred on a building society to provide a service of a description specified in Part I of this Schedule of itself confers power—

(a) to perform the activities of—

(i) taking deposits in circumstances which require authorisation under the Banking Act 1987 (or would require authorisation were the taker not a building society),

(ii) making advances or loans of any description,

(iii) acquiring the right to be paid any sum owing to another person arising out of any arrangement under which money is borrowed or goods or services are provided on credit,

(iv) acquiring land,

(v) acquiring or holding any asset the power to acquire or hold which is derived from section 19 of this Act by virtue of an order made under, or partly under, that section,

(vi) acquiring or holding relevant investments, or

(vii) underwriting risks of any description, or

(i) to maintain a place of business in any country or territory for the purpose of providing that service unless the society also conducts the principal busi ness of a building society in that country or territory, save where that service is provided in any of the countries listed in paragraph (ii) below;

(ii) any member State, Austria, Finland, Iceland, Liechtenstein, Norway, Sweden and Switzerland,

but nothing in this paragraph prohibits performance of any activity performance of which is within the capacity of a building society by virtue of any power arising otherwise than under this Schedule.

2

Paragraph 1 above shall not be taken to prevent—

(a) the power to provide banking services from conferring the power—

(i) to arrange the taking of deposits,

(ii) to arrange the lending of money, and

(iii) to arrange the bailment of leasable chattels,

(b) the power to provide investment services from conferring the power to arrange the acquisition or holding of relevant investments, or

(c) the power to provide insurance services from conferring the power to arrange the provision of insurance of any description.

3

Where, as part of the power to provide banking services, a building society becomes guarantor of the discharge of liabilities of another person and is required to pay sums which that other person is obliged to pay, the right to recover those sums from that other person (with or without interest on them) shall not be treated as excluded by paragraph 1 above.

4

The right to recover any sum overdrawn (with or without interest on it) on an unauthorised overdraft on an account with a building society shall not be treated as excluded by paragraph 1 above.

5

Acquiring or holding relevant investments shall not be treated as excluded by paragraph 1 above where it arises out of—

(a) any element of investment services comprising—

(i) acquiring or holding relevant investments as a nominee,

(ii) establishment and management of pension schemes,

(iii) establishment and management of personal equity plans, or

(iv) establishment and management of collective investment schemes,

(b) the service of trusteeship, or

6

Paragraph 1 above shall not be taken to prevent the power to provide the service of trusteeship or the power to provide the service of executorship from conferring the power on a building society acting in the capacity of trustee or personal representative—

(i) to make advances or loans of any description, or

(ii) to acquire land.

Banking services

1

In relation to the power to provide banking services—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(f) provision of foreign exchange services, except where it arises for the purpose of or in the course of the provision of money transmission services, is restricted, save in excepted transactions, to their provision to individuals,

(g) arranging the provision of foreign exchange services is, subject to the exception in subparagraph (f) above, restricted, save in excepted transactions, to their provision to individuals, and

(h) administration of the issue of shares or corresponding membership rights by bodies corporate or of transferable instruments and registration of the transfer or cancellation of such shares, rights or instruments is restricted to administration and registration by a building society which has a qualifying asset holding.

Investment services

2

In relation to the power to provide investment services—

(a) managing investments (except in relation to management of pension schemes) is restricted to managing by a building society which has a qualifying asset holding,

(b) acquiring and holding relevant investments as a nominee is restricted to acquisition and holding by a building society which has a qualifying asset holding,

(c) establishment and management of pension schemes is restricted to schemes which do not include provisions requiring the investment of any of the funds within the scheme in shares in or deposits with a building society of which the trustee or manager of the scheme is a subsidiary,

(d) establishment of personal equity plans is restricted to establishment by a building society which has a qualifying asset holding, and

(e) establishment of collective investment schemes is restricted to establishment by a building society which has a qualifying asset holding.

Trusteeship

3

In relation to the power to provide the service of trusteeship—

(a) a building society may not accept trusteeship of a prohibited trust, and

(b) a building society which becomes aware that a trust of which it is trustee has become a prohibited trust shall retire as trustee of that trust as soon as it is practicable to do so.

Land services

4

In relation to the power to provide land services—

(a) the carrying on of estate agency work is restricted to carrying on by a subsidiary or other associated body of a building society,

(b) removal and storage of furniture is restricted to removal and storage by a subsidiary or other associated body of a building society which society has a qualifying asset holding,

(d) management of land is restricted to land which is or is to be used primarily for residential purposes or for purposes incidental to the use of adjoining land under the same management which is or is to be used primarily for residential purposes,

(e) arranging the management of land is restricted to land which is or is to be used primarily for residential purposes or for purposes incidental to the use of adjoining land under the same management which is or is to be used primarily for residential purposes,

(f) development of land is restricted to development by a building society which has a qualifying asset holding,

(g) development of land is restricted to land which is to be used primarily for residential purposes or for purposes incidental to the use of adjoining land developed by the developer which is or is to be used primarily for residential purposes,

(h) development of land is restricted to land of a local authority in Great Britain or of a development corporation or land which is charged in favour of the developer of the land to secure repayment of the costs of development, and

(i) arranging the development of land is restricted to land which is to be used primarily for residential purposes or for purposes incidental to the use of adjoining land developed by the developer which is or is to be used primarily for residential purposes.

5

No employee of a building society, a subsidiary or other associated body of which carries on estate agency work, whose duties include—

(a) making a report on the value of land which is to secure an advance,

(b) making an assessment of the adequacy of the security of an advance to be secured on land, or

shall perform any service on behalf of that subsidiary or other associated body.

Powers—general

1

Any power derived from this Schedule to perform any activity includes the power to arrange its performance but a restriction in Part III of this Schedule on the power to perform any activity does not imply an equivalent restriction on the power to arrange its performance.

Powers—specific services

2

Without prejudice to the general scope of any service specified in Part I of this Schedule—

(a) the power to provide banking services includes power,

(i) to administer the issue of, and payments in respect of, shares or corresponding membership rights in bodies corporate or transferable instruments and to register the transfer or cancellation of such shares, rights or instruments, and

(ii) to provide advice on taxation and financial planning,

(b) the power to provide investment services includes power to provide advice on taxation and financial planning,

(i) to act as administrator of the estates of deceased persons, and

(ii) to assist in the making of wills, and

(d) the power to provide land services includes power to carry out the removal and storage of furniture.

Banking—particular provisions

3

(1) A building society shall, so far as regards the carrying on of an activity which comprises provision of a banking service for the purposes of this Schedule, be treated for all purposes as a bank and a banker and as carrying on the business of banking or a banking undertaking whether or not it would be so treated apart from this paragraph.

(2) This paragraph does not affect the determination of any question as to the status of a building society as a bank or banker for other purposes.

4

Where an account of a person with a building society has, by virtue of the provision of banking services under this Schedule, become overdrawn, it shall be the duty of the building society to take all reasonable steps to recover as soon as practicable from that person the amount due to it on the overdrawn account.

5

(1) For the purposes of paragraph 1(f) and (g) of Part III of this Schedule, a transaction consisting in the provision of foreign exchange services is an excepted transaction where the value of the transaction is less than £10,000.

(2) For the purposes of subparagraph (1) above the value of a transaction consisting in the provision of foreign exchange services is, where the building society is selling foreign currency, the sum paid to it and, where the building society is purchasing foreign currency, the sum paid by it.

Land services—sanction

6

If a person performs any service in contravention of paragraph 5 of Part III of this Schedule he shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale.

7

This Schedule is to be construed as relating only to the capacity of building societies to provide the services for the time being specified in it and not as making lawful any activity, whether of a building society or a subsidiary or other associated body of a building society, which would not be lawful apart from this Schedule.

8

In this Schedule—

“arranging”, in relation to the performance of any activity, includes—arranging its performance on behalf of the person in respect of whom the activity is performed as well as the person who performs the activity, andacting as agent on behalf of either such person;

“bailment”, in relation to Scotland, means “hire”;

“chattels” means—in relation to England and Wales and Northern Ireland, all personal chattels other than things in action and money, andin relation to Scotland, all corporeal moveables except money;

“collective investment scheme” has the meaning which it bears in section 75 of the Financial Services Act 1986;

“corresponding membership right” has the meaning which it bears in section 18(17) of this Act;

“development corporation” means any of the following bodies:in England, a development corporation within the meaning of the New Towns Act 1981;in Wales, the Development Board for Rural Wales established by section 1 of the Development of Rural Wales Act 1976 and the Welsh Development Agency established by section 1 of the Welsh Development Agency Act 1975;in Scotland, a development corporation within the meaning of the New Towns (Scotland) Act 1968;in Northern Ireland, the Department of the Environment for Northern Ireland and the Northern Ireland Housing Executive referred to in article 3 of the Housing (Northern Ireland) Order 1981;

“estate agency work” has the same meaning as in the Estate Agents Act 1979;

“land services” means services relating to the acquisition, management, development or disposal of land;

“leasable chattels” means chattels which are, or are to be, subject to bailment to a person in return for periodical payments by that person under an agreement which may but need not contain provision (or be part of a series of agreements containing provision) for the property in those chattels to become vested in that person;

“local authority in Great Britain” means any of the following authorities:in England . . ., a county council, a district council, a London borough council, a parish . . . council, the Common Council of the City of London, and the Council of the Isles of Scilly;in Wales, a county council, a county borough council and a community council;in Scotland, a local authority within the meaning of section 235 of the Local Government (Scotland) Act 1973;

“managing investments” means activity of the kind specified in paragraph 14 of Part II (activities constituting investment business) of Schedule 1 to the Financial Services Act 1986;

“pension scheme” means—a retirement benefits scheme within the meaning of, and which is approved or a candidate for approval by the Commissioners of Inland Revenue for the purposes of, Chapter I of Part XIV of the Income and Corporation Taxes Act 1988 (retirement benefit schemes), ora personal pension scheme within the meaning of, and which is approved or a candidate for approval by the Commissioners of Inland Revenue under, Chapter IV (personal pension schemes) of that Part of that Act,and for the purposes of this definition a scheme is a candidate for approval for the purposes of the first or, as the case may be, under the second of those Chapters if it has been prepared with a view to being so approved and steps are being taken towards obtaining that approval;

“personal equity plan” means a plan for the purposes of section 333 (personal equity plans) of the Income and Corporation Taxes Act 1988;

“the principal business of a building society” means the business of raising funds (whether by the issue of shares or receiving deposits) for the purposes of the society or of making advances secured on land;

“prohibited trust” means a trust which is either—a trust under which the majority in number of the beneficiaries who are for the time being ascertained are non-charitable corporate bodies, ora trust of funds in a pension scheme which includes provisions requiring the investment of any of those funds in shares in or deposits with a building society of which the trustee is a subsidiary.

“relevant investment” means—any share or corresponding membership right in a body corporate, andany other asset, right or interest falling within any paragraph of Part I (investments) of Schedule 1 to the Financial Services Act 1986; and

“transferable instrument” means—where the issuer of the instrument is a building society, an instrument which is a transferable bearer instrument or a transferable non-bearer instrument for the purposes of section 7 of this Act, andin any other case, an instrument which would, were the issuer a building society, be such a transferable bearer instrument or transferable non-bearer instrument.

SCHEDULE 8A

Part I — Directions under section 42B(3)

Preliminary

1

This Part of this Schedule applies where a direction is given under section 42B(3) (“the direction”).

Compensation for loss of office

2

(1) The consent of the appropriate authority shall be sufficient authority for the provision for any such compensation as is mentioned in section 96(1)(a).

(2) A resolution of the board of directors passed in pursuance of the direction shall be sufficient authority for any such payments as are mentioned in section 96(1)(b).

Statements to members

3

(1) The following provisions of this paragraph shall apply in place of paragraph 1 of Schedule 16.

(2) The society shall send to every member entitled to notice of a meeting of the society, a statement containing—

(a) the particulars required, in relation to prescribed matters, by regulations under section 42B(8); and

(b) particulars of any other matters required by the appropriate authority in the case of the particular transfer of engagements,

with or without other particulars regarding that transfer.

(2ZA) The PRA must consult the FCA before requiring any particulars under sub-paragraph (2)(b).

(2A) Where a statement is required to be sent to a member under sub-paragraph (2)—

(a) it may be sent to him electronically only if it is sent to an electronic address notified to the society by that member for the purpose;

(b) the requirement to send it shall also be treated as satisfied if the conditions set out in sub-paragraph (2B) are satisfied.

(2B) The conditions of this sub-paragraph are satisfied in the case of a statement if—

(a) the society and that person have agreed that information that is required to be sent to him may instead be accessed by him on a web site;

(b) the agreement applies to the statement in question;

(i) the publication of the notice and any statement on a web site,

(ii) the address of that web site,

(iii) the place on that web site where the documents may be accessed, and how they may be accessed; and

(d) that statement is published continuously on that web site throughout the period beginning with the giving of that notification and ending with the decision of the appropriate authority whether to confirm the transfer pursuant to section 95.

(2C) In a case in which sub-paragraph (2A)(b) is relied on for compliance with a requirement under sub-paragraph (2)—

(a) a statement is published for a part, but not all, of the period mentioned in subparagraph (2B)(d), but

(b) the failure to publish it throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the society to prevent or avoid,

the failure shall not invalidate the proceedings of the meeting.

(3) The statement shall be sent—

(a) where the appropriate authority has given the society a direction under section 42B(1)(a), within the period (not being less than 28 days) specified in a final notice given by the appropriate authority under section 390 of the Financial Services and Markets Act 2000;

(b) where the appropriate authority has not given the society such a direction, within 14 days of the board of directors passing a resolution in pursuance of the direction.

(3A) For the purposes of sub-paragraph (3) above, in a case in which sub-paragraph (2A)(b) is relied on for compliance with a requirement under sub-paragraph (2), a statement published on a web site in accordance with sub-paragraph (2B) is to be treated as sent to a person on the day that the notification is given in accordance with sub-paragraph (2B)(c).

(4) No statement shall be sent unless its contents, so far as they concern the prescribed matters or any matter of which particulars are required to be given under sub-paragraph (2)(b) above, have been approved by the appropriate authority .

(5) A failure to comply with a requirement of this paragraph shall not invalidate the transfer of engagements; but, if the society fails without reasonable excuse to comply with such a requirement the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale and so shall any officer who is also guilty of the offence.

Application for confirmation

4

No application for confirmation by the appropriate authority of the transfer of engagements may be made under Part III of Schedule 16 until after the society has complied with the requirements of paragraph 3 above.

Grounds for not confirming transfer

5

Section 95 shall apply as if—

(a) for paragraphs (a) and (b) of subsection (4) there were substituted the following paragraph—

(a) the members or a proportion of them would be unreasonably prejudiced by the transfer;

; and

(b) in subsection (6), for the words “paragraphs (a), (b) and (c)” there were substituted the words “ paragraphs (a) and (c) ” and, in paragraph (a), the words “, including the calling of a further meeting,” were omitted.

Part II — Directions under section 42B(4)

Preliminary

6

This Part of this Schedule applies where a direction is given under section 42B(4) (“the direction”).

Compensation for loss of office

7

(1) The consent of the appropriate authority shall be sufficient authority for the provision for any such compensation as is mentioned in section 99(2)(a).

(2) A resolution of the board of directors passed in pursuance of the direction shall be sufficient authority for any such payments as are mentioned in section 99(2)(b).

Increased remuneration

8

If the appropriate authority consents to the inclusion of any such provision as is mentioned in section 99A(1), it shall not be necessary for an ordinary resolution approving the provision to be put before a meeting of the society.

Statements to members

9

(1) The following provisions of this paragraph shall apply in place of Part I of Schedule 17.

(2) The society shall send to every member entitled to notice of a meeting of the society, a statement containing—

(a) the particulars required, in relation to prescribed matters, by regulations under section 42B(8); and

(b) particulars of any other matters required by the appropriate authority in the case of the particular transfer of business,

with or without other particulars regarding that transfer.

(2ZA) The PRA must consult the FCA before requiring any particulars under sub-paragraph (2)(b).

(2A) Where a statement is required to be sent to a member under sub-paragraph (2)—

(a) it may be sent to him electronically only if it is sent to an electronic address notified to the society by that member for the purpose;

(b) the requirement to send it shall also be treated as satisfied if the conditions set out in sub-paragraph (2B) are satisfied.

(2B) The conditions of this sub-paragraph are satisfied in the case of a statement if—

(a) the society and that person have agreed that statements that are required to be sent to him may instead be accessed by him on a web site;

(b) the agreement applies to the statement in question;

(i) the publication of the notice and any statement on a web site,

(ii) the address of that web site,

(iii) the place on that web site where the documents may be accessed, and how they may be accessed; and

(d) that statement is published continuously on that web site throughout the period beginning with the giving of that notification and ending with the decision of the appropriate authority whether to confirm the transfer pursuant to section 98.

(2C) Where, in a case in which sub-paragraph (2A)(b) is relied on for compliance with a requirement of sub-paragraph (2)—

(a) a statement is published for a part, but not all, of the period mentioned in subparagraph (2B)(d), but

(b) the failure to publish it throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the society to prevent or avoid,

the failure shall not invalidate the proceedings of the meeting.

(3) The statement shall be sent—

(a) where the appropriate authority has given the society a direction under section 42B(1)(aa) or (b) , within the period (not being less than 28 days) specified in a final notice given by the appropriate authority under section 390 of the Financial Services and Markets Act 2000;

(b) where the appropriate authority has not given the society such a direction, within 14 days of the board of directors passing a resolution in pursuance of the direction.

(3A) For the purposes of sub-paragraph (3) above, in a case in which sub-paragraph (2A)(b) is relied on for compliance with a requirement under sub-paragraph (2), a statement published on a web site in accordance with sub-paragraph (2B) is to be treated as sent to a person on the day that the notification is given in accordance with sub-paragraph (2B)(c).

(4) No statement shall be sent unless its contents, so far as they concern the prescribed matters or any matter of which particulars are required to be given under sub-paragraph (2)(b) above, have been approved by the appropriate authority .

(5) A failure to comply with a requirement of this paragraph shall not invalidate the transfer of business; but, if the society fails without reasonable excuse to comply with such a requirement the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale and so shall any officer who is also guilty of the offence.

Application for confirmation

10

No application for confirmation by the appropriate authority of the transfer of business may be made under Part II of Schedule 17 until after the society has complied with the requirements of paragraph 9 above.

Grounds for not confirming transfer

11

Section 98 shall apply as if—

(a) for paragraphs (a) and (b) of subsection (3) there were substituted the following paragraph—

(a) the members or a proportion of them would be unreasonably prejudiced by the transfer;

;

(b) in subsection (5), for the words “paragraphs (a), (b), (c) and (d)” there were substituted the words “ paragraphs (a), (c) and (d) ”; and

Power to prescribe bands for Part II particulars

The matters for which provision is, subject to Part III of this Schedule, to be made are the following:

Calling of special meeting

4A

If the rules of the society so provide, any dispute in respect of a refusal by a building society to call a special meeting required to be called under paragraph 20A(1)(a) of Schedule 2 to this Act shall be referred to arbitration.

Parts IV , 6, 7, 12 and 13 and Schedule 10

Preliminary

Members of a building society as contributories in winding up

Voluntary winding up

Winding up by the court

Winding up: general

Penal provisions

Preferential debts

Parts V , 11 and 12

Preliminary

Members of a building society as contributories in winding up

Voluntary winding up

Winding up by the High Court

Winding up: general

55A

In Article 169 (dissolution: winding up by the High Court) paragraph (1) applies with the omission of the words from “and, subject” to the end of the paragraph; and in paragraphs (2) and (3) references to the Department shall have effect as references to the appropriate authority .

Penal provisions

55B

Articles 180 and 181 (restriction on re-use of name) do not apply.

55C

(1) Articles 182 and 183 (prosecution of delinquent officers) do not apply in relation to offences committed by members of a building society acting in that capacity.

(2) Article 182(4) and paragraphs (1) and (2) of Article 183 do not apply.

(3) The references in paragraphs (3) and (5) of Article 183 to the Department shall have effect as references to the FCA ; and the reference in paragraph (3) to Article 182 shall have effect as a reference to that Article as supplemented by paragraph 55D below.

55D

(1) Where a report is made to the prosecuting authority (within the meaning of Article 182) under Article 182(3), in relation to an officer of a building society, he may, if he thinks fit, refer the matter to the FCA for further enquiry.

(2) On such a reference to it the FCA shall exercise its power under section 55(1) of this Act to appoint one or more investigators to investigate and report on the matter.

(3) An answer given by a person to a question put to him in exercise of the powers conferred by section 55 on a person so appointed may be used in evidence against the person giving it.

Preferential debts

55E

Article 347 (meaning in Schedule 4 of “the relevant date”) applies with the omission of paragraphs (2) and (4) to (6).

SCHEDULE 15A

Part I — General mode of application

1

(1) Subject to the provisions of this Schedule, the enactments specified in sub-paragraph (2) below (referred to in this Schedule as “the enactments”) apply in relation to building societies as they apply in relation to companies limited by shares and registered under the Companies Act 2006 in England and Wales or Scotland or (as the case may be) in Northern Ireland.

(2) The enactments referred to in sub-paragraph (1) above are—

(a) Parts I ..., II, and 3, section 176ZB (in Part 4), and VI, VII, XII and XIII, section 434 and Part XVIII of the Insolvency Act 1986, or

(b) Part I, Part II ..., Parts III, IV, VII, XI and XII and Article 378 of the Insolvency (Northern Ireland) Order 1989,

and, in so far as they relate to offences under any such enactment, sections 430 and 432 of, and Schedule 10 to, the Insolvency Act 1986 or Article 2(6) and 373 of, and Schedule 7 to, the Insolvency (Northern Ireland) Order 1989.

2

(1) The enactments shall, in their application to building societies, have effect with the substitution—

(aa) every reference to a company registered in Scotland shall have effect as a reference to a building society whose principal office is situated in Scotland;

(aa) every reference to a company registered in Scotland shall have effect as a reference to a building society whose registered office is situated in Scotland;

(a) for “company” of “ building society ” (except as otherwise specified in paragraphs 27H and 54 below) ;

(b) for “the registrar of companies” or “the registrar” of “ Financial Conduct Authority ”;

(d) for “registered office” of “ principal office ”.

(2) In the application of the enactments to building societies—

(a) every reference to the officers, or to a particular officer, of a company shall have effect as a reference to the officers, or to the corresponding officer, of the building society and as including a person holding himself out as such an officer; and

(b) every reference to an administrative receiver , other than a reference in section 29(2), 72A or 251 of the Insolvency Act 1986 or in Article 5(1) or 59A of the Insolvency (Northern Ireland) Order 1989, shall be omitted.

3

(1) Where any of the enactments as applied to building societies requires a notice or other document to be sent to the FCA , it shall have effect as if it required the FCA to keep the notice or document in the public file of the society concerned and to record in that file the date on which the notice or document is placed in it.

(2) Where any of the enactments, as so applied, refers to the registration, or to the date of registration, of such a notice or document, that enactment shall have effect as if it referred to the placing of the notice or document in the public file or (as the case may be) to the date on which it was placed there.

(3) Any reference in any of the enactments, as so applied, to the register shall have effect as a reference to the public file.

4

(1) Rules may be made under section 411 of the Insolvency Act 1986 or, as the case may be, Article 359 of the Insolvency (Northern Ireland) Order 1989 for the purpose of giving effect, in relation to building societies, to the provisions of the enactments.

(2) An order made by the competent authority under section 414 of the Insolvency Act 1986 may make provision for fees to be payable under that section in respect of proceedings under the enactments and the performance by the official receiver or the Secretary of State of functions under them.

(3) An order made by the Department of Economic Development under Article 361 of the Insolvency (Northern Ireland) Order 1989 may make provision for fees to be payable under that Article in respect of proceedings under the enactments and the performance by the official receiver or that Department of functions under them.

5

Any enactment which specifies a money sum altered by order under section 416 of the Insolvency Act 1986, or, as the case may be, Article 362 of the Insolvency (Northern Ireland) Order 1989, (powers to alter monetary limits) applies with the effect of the alteration.

5A

In this Schedule—

“deposit” and “relevant deposit” have the meaning given by paragraph 1A of Schedule 15; and

“scheme manager” has the same meaning as in the Financial Services and Markets Act 2000.

Part II — Modified Application of Parts I to III , 6, 7, 12 and 13 of Insolvency Act 1986

Preliminary

6

In this Part of this Schedule, the Insolvency Act 1986 is referred to as “the Act”.

Voluntary arrangements

7

Section 1 of the Act (proposals for voluntary arrangements) has effect as if—

(a) it required any proposal under Part I of the Act to be so framed as to enable a building society to comply with the requirements of this Act; and

(b) any reference to debts included a reference to liabilities owed to the holders of shares in a building society.

8

In section 2 (procedure where nominee is not liquidator or administrator) and section 3 (summoning of meetings) of the Act as applied to a building society, any reference to a meeting of the society is a reference to—

(a) a meeting of both shareholding and borrowing members of the society; and

(b) a meeting of shareholding members alone.

8A

In subsection (2) of section 4A of the Act (approval of arrangement) as applied to a building society, paragraph (b) and the word “or” immediately preceding that paragraph are omitted.

9

In section 6 of the Act (challenge of decisions) as applied to a building society, “contributory”—

(a) means every person liable to contribute to the assets of the society in the event of its being wound up, and

(b) for the purposes of all proceedings for determining, and all proceedings prior to the determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory, and

(i) any debt or liability of the building society being wound up, or

(ii) any sum for the adjustment of rights of members among themselves, or

(iii) the expenses of the winding up;

but does not include persons liable to contribute by virtue of a declaration by the court under section 213 (imputed responsibility for fraudulent trading) or section 214 (wrongful trading) of the Act.

9A

In section 7A of the Act (prosecution of delinquent officers) as applied to a building society—

(a) in subsection (2), for paragraphs (i) and (ii) there is substituted “ the FCA ”,

(b) subsections (3) to (7) are omitted,

Administration orders

10

(1) Section 8 of the Act (power of court to make administration order) has effect as if it included provision that, where—

(a) an application for an administration order to be made in relation to a building society is made by the FCA or the PRA (with or without other parties); and

(b) the society has defaulted in an obligation to pay any sum due and payable in respect of any deposit or share,

the society shall be deemed for the purposes of subsection (1) to be unable to pay its debts.

(2) In subsection (3) of that section, paragraph (c) and, in subsection (4) of that section, the words from “nor where” to the end are omitted.

11

(1) Subsection (1) of section 9 of the Act (application for administration order) as applied to a building society has effect as if—

(a) it enabled an application to the court for an administration order to be by petition presented, with or without other parties, by the FCA or the PRA or by a shareholding member entitled under section 89(3) of this Act to petition for the winding up of the society; and

(b) the words from “or by the clerk” to “on companies)” were omitted.

(2) In subsection (2)(a) of that section as so applied, the reference to any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the society is a reference to the Commission (unless it is a petitioner).

(3) Subsection (3) of that section, and in subsection (4) of that section, the words “Subject to subsection (3),” are omitted.

12

In section 10 of the Act (effect of application for administration order), the following are omitted, namely—

(a) in subsection (2), paragraphs (b) and (c); and

(b) subsection (3).

13

In section 11 of the Act (effect of administration order), the following are omitted, namely—

(a) in subsection (1), paragraph (b) and the word “and” immediately preceding that paragraph;

(b) in subsection (3), paragraph (b);

(c) in subsection (4), the words “an administrative receiver of the company has vacated office under subsection (1)(b), or”; and

(d) subsection (5).

14

In subsection (1) of section 12 of the Act (notification of administration order), the reference to every invoice, order for goods or business letter is a reference to every statement of account, order for goods or services, business letter or advertisement.

15

Subsection (3) of section 13 of the Act (appointment of administrator) has effect as if it enabled an application for an order under subsection (2) of that section to be made by the FCA or the PRA .

16

(1) Subject to sub-paragraph (2) below, section 14 of the Act (general powers of administrator) has effect as if it required the administrator of a building society, in exercising his powers under that section—

(a) to ensure compliance with the provisions of this Act; and

(b) not to appoint to be a director any person who is not a fit and proper person to hold that position.

(2) Sub-paragraph (1)(a) above does not apply in relation to section 5, 6 or 7 of this Act . . ..

(3) In subsection (4) of that section as applied to a building society, the reference to any power conferred by the Act or the Companies Acts or by the company’s articles is a reference to any power conferred by this Act or by the society’s memorandum or rules.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17

(1) Subject to sub-paragraph (3) below, paragraph 16 of Schedule 1 to the Act (powers of administrators) as applied to a building society has effect as if it conferred power to transfer liabilities in respect of deposits with or shares in the society.

(2) No transfer under that paragraph shall be a transfer of engagements for the purposes of Part X of this Act.

(3) No transfer under that paragraph which, apart from sub-paragraph (2) above, would be a transfer of engagements for the purposes of that Part shall be made unless it is approved by the court, or by meetings summoned under section 23(1) or 25(2) of the Act (as modified by paragraph 21 or 23 below).

18

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19

(1) Section 17 of the Act (general duties of administrator) has effect as if, instead of the requirement imposed by subsection (3), it required the administrator of a building society to summon a meeting of the society’s creditors if—

(a) he is requested, in accordance with the rules, to do so by 500 of the society’s creditors, or by one-tenth, in number or value, of those creditors, or

(b) he is directed to do so by the court.

(2) That section also has effect as if it required the administrator of a building society to summon a meeting of the society’s shareholding members if—

(a) he is requested, in accordance with the rules, to do so by 500 of the society’s shareholding members, or by one-tenth, in number, of those members, or

(b) he is directed to do so by the court.

20

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21

(1) Subsection (1) of section 23 of the Act (statement of proposals) as applied to a building society has effect as if—

(a) the reference to the Financial Conduct Authority included a reference to the scheme manager;

(b) the reference to all creditors included a reference to all holders of shares in the society; and

(c) the reference to a meeting of the society’s creditors included a reference to a meeting of holders of shares in the society.

(2) In subsection (2) of that section as so applied, references to members of the society do not include references to holders of shares in the society.

22

Section 24 of the Act (consideration of proposals by creditors’ meeting) as applied to a building society has effect as if any reference to a meeting of creditors included a reference to a meeting of holders of shares in the society.

23

(1) Section 25 of the Act (approval of substantial revisions) as applied to a building society has effect as if—

(a) subsection (2) required the administrator to send a statement in the prescribed form of his proposed revisions to the FCA, to the PRA and to the scheme manager; and

(b) the reference in that subsection to a meeting of creditors included a reference to a meeting of holders of shares in the society.

(2) In subsection (3) of that section as so applied, references to members of the society do not include references to holders of shares in the society.

24

Subsection (1) of section 27 of the Act (protection of interests of creditors and members) has effect—

(a) as if it enabled the FCA, the PRA or the scheme manager to apply to the court by petition for an order under that section; and

(b) in relation to an application by the FCA, the PRA or the scheme manager, as if the words “(including at least himself)” were omitted.

Receivers and managers

25

In section 38 of the Act (receivership accounts), “prescribed” means prescribed by regulations made by statutory instrument by the Treasury.

26

In subsection (1) of section 39 of the Act (notification that receiver or manager appointed), the reference to every invoice, order for goods or business letter is a reference to every statement of account, order for goods or services, business letter or advertisement.

27

Subsection (3) of section 40 of the Act (payment of debts out of assets subject to floating charge), as applied to a building society, has effect as if the reference to general creditors included a reference to shareholding members of the society in respect of deposits which are not relevant deposits.

Part III — Modified Application of Parts II, III , 4 and 12 of Insolvency (Northern Ireland) Order 1989

Preliminary

28

In this Part of this Schedule, the Insolvency (Northern Ireland) Order 1989 is referred to as “the Order”.

Voluntary arrangements

29

Article 14 of the Order (proposals for voluntary arrangements) has effect as if—

(a) it required any proposal under Part II of the Order to be so framed as to enable a building society to comply with the requirements of this Act; and

(b) any reference to debts included a reference to liabilities owed to the holders of shares in a building society.

30

In Article 15 (procedure where nominee is not liquidator or administrator) and Article 16 (summoning of meetings) of the Order as applied to a building society, any reference to meetings of the society is a reference to—

(a) a meeting of both shareholding and borrowing members of the society; and

(b) a meeting of shareholding members alone.

and paragraph (1) of Article 15 shall have effect with the omission of the words from “and the directors” to the end.

30A

In paragraph (2) of Article 17A of the Order (approval of arrangement) as applied to a building society, sub-paragraph (b) and the word “or” immediately preceding that sub-paragraph are omitted.

31

In Article 19 of the Order (challenge of decisions) as applied to a building society, “contributory”—

(a) means every person liable to contribute to the assets of the society in the event of its being wound up, and

(b) for the purposes of all proceedings for determining, and all proceedings prior to the determination of, the persons who are to be deemed contributories, includes any person alleged to be a contributory, and

(i) any debt or liability of the building society being wound up, or

(ii) any sum for the adjustment of rights of members among themselves, or

(iii) the expenses of the winding up;

but does not include persons liable to contribute by virtue of a declaration by the High Court under Article 177 (imputed responsibility for fraudulent trading) or Article 178 (wrongful trading) of the Order.

31A

In Article 20A of the Order (prosecution of delinquent officers) as applied to a building society—

(a) in paragraph (2) for the words “the Department”, in each place where they occur, there are substituted the words “ each of the Financial Conduct Authority and the Prudential Regulation Authority ”,

(b) paragraphs (3) to (7) are omitted,

(i) after the words “Northern Ireland” there are inserted the words “or the Financial Conduct Authority or the Prudential Regulation Authority ”, and

(ii) after the words “Northern Ireland” and the words “the Director”, in the second place where they occur, there are inserted the words “or the Financial Conduct Authority or the Prudential Regulation Authority ”,

(d) in paragraph (9) after the words “for Northern Ireland” there are inserted the words “or the Financial Conduct Authority or the Prudential Regulation Authority ”.

Administration orders

32

(1) Article 21 of the Order (power of High Court to make administration order) has effect as if it included provision that, where—

(a) an application for an administration order to be made in relation to a building society is made by the FCA or the PRA (with or without other parties); and

(b) the society has defaulted in an obligation to pay any sum due and payable in respect of any deposit or share,

the society shall be deemed for the purposes of paragraph (1) to be unable to pay its debts.

(2) In paragraph (3) of that Article, sub-paragraph (c) and, in paragraph (4) of that Article, the words from “nor where” to the end are omitted.

33

(1) Paragraph (1) of Article 22 of the Order (application for administration order) as applied to a building society has effect as if—

(a) it enabled an application to the High Court for an administration order to be by petition presented, with or without other parties, by the FCA, by the PRA or by a shareholding member entitled under section 89(3) of this Act to petition for the winding up of the society; and

(b) the words from “or by the chief clerk” to “on companies)”, in the second place where they occur, were omitted.

(2) In paragraph (2)(a) of that Article as so applied, the reference to any person who has appointed, or is or may be entitled to appoint, an administrative receiver of the society is a reference to the FCA or, as the case may be, the PRA (unless it is a petitioner).

(3) Paragraph (3) of that Article, and in paragraph (4) of that Article, the words “Subject to paragraph (3),” are omitted.

34

In Article 23 of the Order (effect of application for administration order), the following are omitted, namely—

(a) in paragraph (2), sub-paragraphs (b) and (c); and

(b) paragraph (3).

35

In Article 24 of the Order (effect of administration order), the following are omitted, namely—

(a) in paragraph (1), sub-paragraph (b) and the word “and” immediately preceding that sub-paragraph;

(b) in paragraph (3), sub-paragraph (b);

(c) in paragraph (4), the words “an administrative receiver of the company has vacated office under paragraph (1)(b), or”; and

(d) paragraph (5).

36

In paragraph (1) of Article 25 of the Order (notification of administration order), the reference to every invoice, order for goods or business letter is a reference to every statement of account, order for goods or services, business letter or advertisement.

37

Paragraph (3) of Article 26 of the Order (appointment of administrator) has effect as if it enabled an application for an order under paragraph (2) of that Article to be made by the FCA and the PRA .

38

(1) Subject to sub-paragraph (2) below, Article 27 of the Order (general powers of administrator) has effect as if it required the administrator of a building society, in exercising his powers under that Article—

(a) to ensure compliance with the provisions of this Act; and

(b) not to appoint to be a director any person who is not a fit and proper person to hold that position.

(2) Sub-paragraph (1)(a) above does not apply in relation to section 5, 6 or 7 of this Act . . ..

(3) In paragraph (4) of that Article as applied to a building society, the reference to any power conferred by the Order or the Companies Acts or by the company’s articles is a reference to any power conferred by this Act or by the society’s memorandum or rules.

(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

39

(1) Subject to sub-paragraph (3) below, paragraph 17 of Schedule 1 to the Order (powers of administrators) as applied to a building society has effect as if it conferred power to transfer liabilities in respect of deposits with or shares in the society.

(2) No transfer under that paragraph shall be a transfer of engagements for the purposes of Part X of this Act.

(3) No transfer under that paragraph which, apart from sub-paragraph (2) above, would be a transfer of engagements for the purposes of that Part shall be made unless it is approved by the High Court, or by meetings summoned under Article 35(1) or 37(2) of the Order (as modified by paragraph 43 or 45 below).

40

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

41

(1) Article 29 of the Order (general duties of administrator) has effect as if, instead of the requirement imposed by paragraph (3), it required the administrator of a building society to summon a meeting of the society’s creditors if—

(a) he is requested, in accordance with the rules, to do so by 500 of the society’s creditors, or by one-tenth, in number or value, of those creditors, or

(b) he is directed to do so by the High Court.

(2) That Article also has effect as if it required the administrator of a building society to summon a meeting of the society’s shareholding members if—

(a) he is requested, in accordance with the rules, to do so by 500 of the society’s shareholding members, or by one-tenth, in number, of those members, or

(b) he is directed to do so by the High Court.

42

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

43

(1) Paragraph (1) of Article 35 of the Order (statement of proposals) as applied to a building society has effect as if—

(a) the reference to the Financial Conduct Authority included a reference to the scheme manager;

(b) the reference to all creditors included a reference to all holders of shares in the society; and

(c) the reference to a meeting of the society’s creditors included a reference to a meeting of holders of shares in the society.

(2) In paragraph (2) of that Article as so applied, references to members of the society do not include references to holders of shares in the society.

44

Article 36 of the Order (consideration of proposals by creditors’ meeting) as applied to a building society has effect as if any reference to a meeting of creditors included a reference to a meeting of holders of shares in the society.

45

(1) Article 37 of the Order (approval of substantial revisions) as applied to a building society has effect as if—

(a) paragraph (2) required the administrator to send a statement in the prescribed form of his proposed revisions to the FCA, to the PRA and to the scheme manager; and

(b) the reference in that paragraph to a meeting of creditors included a reference to a meeting of holders of shares in the society.

(2) In paragraph (3) of that Article as so applied, references to members of the society do not include references to holders of shares in the society.

46

Paragraph (1) of Article 39 of the Order (protection of interests of creditors and members) has effect—

(a) as if it enabled the FCA, the PRA or the scheme manager to apply to the High Court by petition for an order under that section; and

(b) in relation to an application by the FCA, the PRA or the scheme manager, as if the words “(including at least himself)” were omitted.

Receivers and managers

47

In Article 48 of the Order (receivership accounts), “prescribed” means prescribed by regulations made by statutory instrument by the Treasury.

48

In paragraph (1) of Article 49 of the Order (notification that receiver or manager appointed), the reference to every invoice, order for goods or business letter is a reference to every statement of account, order for goods or services, business letter or advertisement.

49

Paragraph (3) of Article 50 of the Order (payment of debts out of assets subject to floating charge), as applied to a building society, has effect as if the reference to general creditors included a reference to shareholding members of the society in respect of deposits which are not relevant deposits.

Duty to send transfer statements or summaries to members

PART IA — Notification of proposals for transfers of business

Preliminary

5A

In this Part of this Schedule—

“requisite particulars”, in relation to a transfer proposal, means the particulars required by paragraph 5B(2) below to be given in a transfer proposal notification;

“transfer”, in relation to a building society, means a transfer of the whole of its business to a company under section 97;

“transfer proposal”, in relation to a building society, means a proposal in writing by a company for a transfer by the society to the company, with or without terms for the transfer; and “proposer” has a corresponding meaning;

“transfer proposal notification” means a notification containing the requisite particulars of a transfer proposal;

“transfer resolutions”, in relation to a building society, means the resolutions required for the approval of a transfer by the society under section 97.

Duty to notify members

5B

(1) Subject to sub-paragraph (3) below, it shall be the duty of a building society receiving a transfer proposal to send, in accordance with this Part of this Schedule, a transfer proposal notification in respect of the proposal to every member entitled to notice of a meeting of the society.

(2) A transfer proposal notification must contain the following particulars—

(a) the fact that a transfer proposal has been made, and

(b) the identity of the proposer;

with or without other particulars regarding the proposal.

(3) Sub-paragraph (1) above does not require a transfer proposal notification to be sent to members if the proposer has requested in writing that the requisite particulars are to be treated as confidential; and, where such a request is made and is at a later date withdrawn in writing, the society receiving the proposal shall, for the purposes of this Part of this Schedule, treat the proposal as having been received on that date instead of any earlier date.

5C

(1) A building society shall include in or with every notice of its annual general meeting a transfer proposal notification with respect to any transfer proposal, other than a proposal of which notice has already been given under this paragraph—

(a) received by it during the period of 12 months ending with the ninth month of the last financial year of the society before that meeting; or

(b) treated by paragraph 5B(3) above as having been received by it during the last three months of that financial year;

and the society may also include, under this paragraph, a transfer proposal notification with respect to any proposal received, or treated as received, by it after the end of either period.

(2) Where a transfer proposal notification is required under sub-paragraph (1) to be sent to a member in or with the notice of an annual general meeting of the society—

(a) in a case where notice of that meeting is given to that member electronically in accordance with paragraph 22A of Schedule 2, the transfer proposal notification may be sent to him electronically only if it is sent to the same electronic address, and at the same time as the notice.

(b) in a case where notice of that meeting is given on a website in accordance with paragraph 22B of Schedule 2, the requirement to send it shall also be treated as satisfied if the conditions set out in sub-paragraph (3) are satisfied.

(3) The conditions of this sub-paragraph are satisfied in the case of a transfer proposal notification if—

(a) the society and the member have agreed that information that is required to be sent to him may instead be accessed by him on a web site;

(b) the agreement applies to the transfer proposal notification in question;

(c) at the same time and in the same manner as the society notifies that person of the publication of the notice of the meeting, it notifies him of—

(i) the publication of the transfer proposal notification on a web site,

(ii) the address of that web site,

(iii) the place on that web site where that notification may be accessed, and how it may be accessed; and

(d) the notification is published continuously on that web site throughout the period beginning when the person is notified in accordance with paragraph (c) and ending with the conclusion of the meeting.

(4) Where, in a case in which sub-paragraph (2)(b) is relied on for compliance with a requirement under sub-paragraph (1)—

(a) a statement is published for a part, but not all, of the period mentioned in subparagraph (3)(d), but

(b) the failure to publish it throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the society to prevent or avoid,

the failure shall not invalidate the proceedings of a meeting.

Duty to notify appropriate authority

5D

(1) Where a building society sends a transfer proposal notification to its members under paragraph 5C above in connection with a meeting of the society, it shall send a copy of the notification to the FCA and, if the society is a PRA-authorised person, the PRA at least 14 days before the date of the meeting.

(2) The FCA must keep the copy of a transfer proposal notification received by it from a building society in the public file of that society.

Penalty

5E

(1) If default is made by a building society in complying with paragraph 5C or 5D above, the society shall be liable on summary conviction to a fine not exceeding level 4 on the standard scale; and so shall any officer who is also guilty of the offence.

(2) But no offence is committed under this paragraph, in a case in which paragraph 5C(2)(b) is relied on for compliance with a requirement under paragraph 5C(1), where—

(a) a transfer proposal notification is published for a part, but not all, of the period mentioned in paragraph 5C(3)(d); and

(b) the failure to publish that notification throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the society to prevent or avoid.

Payment of Wages Act 1960 (c. 37)

Trustee Investments Act 1961 (c. 62)

Consumer Credit Act 1974 (c. 39)

Housing Act 1985 (c. 68)

Housing Associations Act 1985 (c.69)

Industrial and Provident Societies Act (Northern Ireland)1969 (c.24 N.I.)

Property (Discharge of Mortgage by Receipt) (Northern Ireland) Order 1983 (S.I. 1983/766 (N.I.9))

Housing (Northern Ireland) Order 1983 (S.I. 1983/1118 (N.I.15))

Editorial notes

[^c15489131]: Act modified (temp.) by S.I. 1986/2168, art. 3(1)(2)(a)(b)

[^c15489141]: Act modified by S.I. 1986/2168, art. 4(1)(2)(b)(3) and by S.I. 1987/1498, art. 7

[^c15489151]: Act applied (with modifications) and modified by S.I. 1988/1394, arts. 2, 7, Schs. 1, 2 Act applied (N.I.) (1.10.1991) by S.I. 1989/2404, art. 12, Sch. 1 Pt. I para. 6; S.R. 1991/410, art. 1(2) Act applied (N.I.) (1.10.1991) by S.I. 1990/1504, art. 111; S.R. 1991/438, art. 2(d) Act applied (with modifications) (1.7.1992) by S.I. 1992/1547, arts. 5, 6, Sch. 2

[^c15489161]: Act: definition applied (N.I.) (1.6.1992) by Northern Ireland (Emergency Provisions) Act 1991 (c. 24, SIF 39:1), ss. 55, 69(1)(2), Sch. 4 para. 7(4); S.I. 1992/1181, art. 2 (which 1991 Act was repealed (25.8.1996) by 1996 c. 22, ss. 59, 62(1), 63(3)(7), Sch. 7 Pt. I)

[^c15489171]: Act: definition applied by Finance Act 1991 (c. 31, SIF 63:2), s. 51, Sch. 10 para. 4(3)

[^c15489201]: Pt. I (s. 1) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) for Pt. I (ss. 1-4) by S.I. 2001/2617, arts. 2, 8, 13(1), Sch. 3 Pt. II para. 132 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(1)

[^c15489191]: Pt. I (s. 1) substituted (17.8.2001 for specified purposes and otherwise 1.12.2001) for Pt. I (ss. 1-4) by S.I. 2001/2617, arts. 2, 13(1), Sch. 3 Pt. II, para. 132 (with art. 13(3), Sch. 5); S.I. 2001/3538, art. 2(a)

[^c15489341]: S. 5(1) substituted (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)-(5) of S.I. 1997/2668) by 1997 c. 32, ss. 1(1), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(a)

[^c15489361]: S. 5(4A) inserted (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)-(5) of S.I. 1997/2668) by 1997 c. 32, ss. 1(2), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(a)

[^c15489381]: S. 5(5) substituted for s. 5(5)-(7) (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)-(5) of S.I. 1997/2668) by 1997 c. 32, ss. 1(3), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(a)

[^c15489391]: S. 5(8)(b) substituted (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)(3)(5) of S.I. 1997/2668) by 1997 c. 32, ss. 3(1)(a), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(c)

[^c15489401]: S. 5(8)(c) excluded (temp.) by S.I. 1986/2168, art. 3(1)(2)

[^c15489411]: Words in s. 5(8) substituted (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)(3)(5) of S.I. 1997/2668) by 1997 c. 32, ss. 3(1)(b), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(c)

[^c15489421]: S. 5(10) substituted (1.12.1997 in specified cases and for specified purposes and otherwise in accordance with art. 2(2)-(5) of S.I. 1997/2668) by 1997 c. 32, ss. 1(4), 47(3); S.I. 1997/2668, art. 2, Sch. Pt. II(a)

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