Part 9Amalgamations, conversions, dissolution etc
Dissolution on winding up
123Dissolution of society on winding up
1
A registered society may be dissolved on its being wound up in pursuance of an order or resolution made as is directed in the case of companies.
2
The provisions relating to the winding up of companies have effect in relation to a registered society as if the society were a company, subject to the following modifications—
a
a reference to the registrar of companies is to be read as the FCA;
b
a reference to a company registered in Scotland is to be read as a registered society whose registered office is in Scotland;
c
if the society is wound up in Scotland, the court having jurisdiction is the sheriff court whose jurisdiction contains the society's registered office.
3
Where a resolution for the voluntary winding up of a registered society is passed—
a
the society must send a copy of it to the FCA (and, if the society is a PRA-authorised person, the PRA) within 15 days after it is passed, and
b
a copy of it must be annexed to every copy of the society's registered rules issued after it is passed.
4
In this section “company” means a company registered under the Companies Acts.
5
This section is subject to section 126 (dissolution to occur only after society's property has been dealt with).
124Liability of existing and former members in winding up
1
This section applies where a registered society is wound up by virtue of section 123.
2
The liability of an existing or former member to contribute for payment of the society's debts and liabilities, the expenses of winding up, and the adjustment of the rights of contributories amongst themselves, is qualified as follows—
a
a former member whose membership ceased at least one year before the beginning of the winding up is not liable to contribute;
b
a former member is not liable to contribute in respect of a debt or liability contracted after the person's membership ceased;
c
a former member is not liable to contribute unless it appears to the court that the contributions of the existing members are insufficient to satisfy the just demands on the society;
d
the maximum contribution that a person may be required to make is the amount (if any) unpaid on the shares in respect of which the person is liable as an existing or former member;
e
in the case of a withdrawable share that has been withdrawn, a person is treated as ceasing to be a member in respect of that share as from the date of the notice or application for withdrawal.