Co-operative and Community Benefit Societies Act 2014

119 Dissolution of society by an instrument of dissolution

(1) A registered society may be dissolved by an instrument of dissolution that—

(a) complies with subsection (2), and

(b) is approved in a way mentioned in subsection (3).

(2) The instrument must set out—

(a) the society’s assets and liabilities in detail;

(b) the number of members and the nature of their interests in the society;

(c) any creditors’ claims, and the provision to be made for their payment;

(d) the intended appropriation or division of the society’s funds and property (unless the instrument states that this is to be left to the award of the FCA or PRA).

(3) The ways in which the instrument may be approved are as follows—

(a) by at least 75% of the society’s members consenting to it, that consent being testified by their signatures to the instrument;

(b) in the case of a dormant society that is not a credit union, by a special resolution of the society;

(c) in the case of a credit union, by a special resolution of the society that is confirmed by the appropriate authority.

(4) An alteration in an instrument of dissolution may be made—

(a) by the consent of at least 75% of the society’s members, testified by their signatures to the alteration, or

(b) if the instrument was approved by a special resolution of the society, by a further special resolution.

(5) Section 120 contains provisions about special resolutions under this section.

(6) In subsection (3)(b) “dormant society” means a society—

(a) whose accounts for the current year of account and the two years of account preceding it show no accounting transactions except—

(i) fees paid to the FCA;

(ii) fees paid to the PRA;

(iii) payments of dividends;

(iv) payments of interest; and

(b) that has notified the FCA that it is dormant.

(7) For the purposes of subsection (3)(c) the appropriate authority is treated as confirming a special resolution unless it notifies the society in writing to the contrary within 21 days of the society sending a copy of the resolution to it.