BSOG 2.7 Registration And Dissolution

When the Prudential Regulator has confirmed a merger (whether voluntary or under direction) it will notify the FCA and the societies concerned.

In the case of an amalgamation, the FCA1 is required to be satisfied as regards the proposed Rules, Memorandum and name of the successor society. The amalgamating societies are, therefore, advised to clear drafts of the proposed Rules and Memorandum with the FCA1 at an early stage (see BSOG 2.3.28 G). When they apply to the Prudential Regulator1 for confirmation under Section 93(2) of the 1986 Act, the amalgamating societies must send three signed copies of the Rules and Memorandum to the Prudential Regulator and the FCA1 (Section 93(2)(d)). If the FCA1 is satisfied on these matters it will, upon confirmation by the Prudential Regulator1, register the successor society and issue to it a certificate of incorporation specifying the date (the specified date) from which the incorporation takes effect, and will return to it one copy each of the Rules and Memorandum together with a certificate of registration. Copies are placed on the public file of the successor society.

On the specified date of the amalgamation, all the property, rights and liabilities of the amalgamating societies are transferred to the successor society, the successor is given such permission under Part 4A1 of the Act as the Prudential Regulator1 considers appropriate, and the amalgamated societies are dissolved and their registrations cancelled by the FCA, having consulted the PRA1 (Section 93, sub-sections (4), (5) and (6) and Section 103(1) of the 1986 Act). In deciding on the appropriate terms of the permission for the successor society, the Prudential Regulator1 will have regard to the terms of the permissions of the amalgamating societies, including any limitations or requirements. It will also have regard to the business plan for the successor society.

In the case of a transfer of engagements, the FCA1 will register a copy of the Instrument of Transfer and issue a registration certificate to the transferee society. A copy of the Instrument of Transfer and the registration certificate are placed on the public file of the transferee society. On the date specified in the registration certificate, the property, rights and liabilities of the transferor society are transferred to the transferee society, by virtue of Section 94(8) of the 1986 Act, the transferor society's authorisation is revoked by the FCA1, and the society itself is dissolved (Section 94(10)). The transferor society's registration is subsequently cancelled by the FCA, having consulted the PRA,1 under Section 103(1).