RFCCBS 3.6 Conversion from a company

A company can convert to become a society. Converting from a community interest company is dealt with separately below.

The company must pass a special resolution. The resolution should:

1. (1)

   be accompanied by a copy of the rules the society will have;

2. (2)

   appoint three members of the company to sign the rules;

3. (3)

   decide if those signatories are authorised to accept any proposals from us to alter the rules or if only a general meeting of the company can accept them;

4. (4)

   deal with the position of members who hold shares in the company of a nominal value that exceeds that statutory limit on shareholding in a society. Where the nominal value of the company shares held by any member is in excess of the statutory maximum shareholding in a society, the resolution can provide for the conversions of the excess shares into transferable loan stock in the society. The interest rate and repayment terms should be set by the resolution.

If we are satisfied with the resolution and rules, we will issue an acknowledgement of registration and a certificate confirming the rules have been registered.

We will send a copy of the resolution and our registration certificate to Companies House. When Companies House has registered this resolution and certificate, the conversion will formally take effect.

At this point, the company’s registration as a company becomes void and Companies House will cancel it.