(1) This section applies where a friendly society (“the transferor”) proposes to transfer any of its engagements under section 86 above to another friendly society (“the transferee”).
(2) Where—
(a) the fulfilment of any of the engagements to be transferred will constitute the carrying on of insurance business in the United Kingdom or Gibraltar, and
(b) the transferee will, after taking the proposed transfer into account, be required by rules made by the appropriate authority under Part 9A of the Financial Services and Markets Act 2000 to maintain the margin of solvency required by such rules,
the transferee shall furnish the appropriate authority with a report by the appropriate actuary as to whether it will immediately after the proposed transfer, possess that margin of solvency.
(3) Where—
(a) the fulfilment of any of the engagements will constitute the carrying on of long-term business, and
(b) a report is not required to be furnished under subsection (2) above,
the appropriate authority may direct the transferee to furnish the appropriate authority with a report by the appropriate actuary as to whether it will, immediately after the proposed transfer, possess an excess of assets over liabilities.
(4) The appropriate actuary has a right of access at all times to the books, accounts and vouchers of the transferor and of the transferee, and is entitled to require from the officers of either society such information and explanations as he thinks necessary to enable him to prepare a report under this section.
(5) If the appropriate actuary fails to obtain all the information and explanations and the access to documents which, to the best of his knowledge and belief, are necessary for the purposes of a report under this section, he shall state that fact in his report.
(6) An officer of a transferor or of the transferee shall be guilty of an offence if he knowingly or recklessly makes to the appropriate actuary a statement (whether written or oral) which—
(a) conveys or purports to convey any information or explanations which he requires, or is entitled to require, for the purposes of a report under this section; and
(b) is misleading, false or deceptive in a material particular.
(7) A person guilty of an offence under subsection (6) above is liable—
(a) on conviction on indictment, to imprisonment for a term not exceeding 2 years, or to a fine, or to both; and
(b) on summary conviction, to imprisonment for a term not exceeding 6 months or to a fine not exceeding the statutory maximum, or to both.
88 Actuary’s report on transfer of long term business.
(1) This section applies where—
(a) a friendly society (“a transferor society”) proposes to transfer to any person engagements the fulfilment of which will constitute the carrying on of long term business in the United Kingdom or Gibraltar; or
(b) a friendly society (a “transferee society”) proposes to undertake to fulfil any such engagements to be transferred to it from another friendly society.
(2) The appropriate authority may direct a transferor society or a transferee society to furnish the appropriate authority with a report by an independent actuary on the terms of the proposed transfer and as to his opinion on the likely effects of the transfer on the members of the society who are long term policyholders.
(3) A friendly society which is directed to furnish a report under this section shall, on payment of a reasonable fee, furnish a copy of the report to any person who asks for one at any time before the transfer in question is confirmed by the appropriate authority.
(4) Subsections (4) to (7) of section 87 above shall apply in relation to an actuary preparing a report under this section as they apply to the appropriate actuary preparing a report under that section.
(5) In this section—
“independent actuary”, in relation to a transfer of engagements, means an actuary who is not the appropriate actuary of a friendly society participating in the transfer;
“long term policyholder” means a member whose contract with a friendly society is a contract the effecting of which by the society constituted the carrying on of long term business.
89 Power of appropriate authority to alter requirements for transfer by friendly society.
(1) If the appropriate authority is satisfied that it is expedient to do so in the interests of the members or potential members of a friendly society, it may give a direction under this section (“a direction”)—
(a) modifying the requirements of subsection (2)(b) and (c) of section 86 above; and
(b) modifying or disapplying the requirements of Part I of Schedule 15 to this Act,
in relation to a particular proposed transfer or to all transfers made by the society after the making of the direction.
(1A) The PRA must consult the FCA before giving a direction under this section.
(2) A direction may not modify the requirements of section 86(2) above so as to permit a society to resolve to make a transfer by a resolution passed by less than a majority, or to require more than a three-quarters majority, of those voting on the resolution.
(3) The appropriate authority shall not give a direction unless—
(a) an application has been made to it by not less than 10 per cent. of the members of the society concerned or, in the case of a society with more than 1000 members, by not less than 100 members of the society;
(b) not less than one month before giving the direction the appropriate authority has served on the society concerned a notice stating that it proposes to make a direction and specifying the considerations which have led it to conclude that it would be expedient to give it;
(c) the appropriate authority has considered any representations made by the society with respect to the notice mentioned in paragraph (b) above within such period (not being less than one month) from the date on which the society was served with the notice as the appropriate authority may allow; and
(d) if the society so requests, the appropriate authority has afforded to it an opportunity of being heard by it within that period.
(4) If the appropriate authority considers it expedient to do so in the interests of the members or potential members of the society concerned, it may vary or revoke a direction by a further direction.
(5) On giving a direction in relation to a society, the appropriate authority shall serve on the society a copy of the direction, specifying the considerations which have led it to conclude that it is expedient to give the direction; but the appropriate authority may not give a direction unless all the considerations so specified were those, or among those, which were specified in the notice served on the society under subsection (3) above.
(6) Notice of a direction shall be published by the appropriate authority in one or more of the London Gazette, the Belfast Gazette or the Edinburgh Gazette, as it thinks appropriate, and in such other ways as appear to the appropriate authority expedient for informing the public.
(6A) The PRA must send to the FCA a copy of any direction it issues under this section.
(7) The FCA shall keep a copy of any direction given under this section in the public file of the society concerned.
90 Power of appropriate authority to effect transfer of engagements.
(1) Subject to the following provisions of this section the appropriate authority may give a direction under this section (“a direction”) providing for the transfer of such of the engagements of a friendly society (“the society”) as are specified in the order to a person so specified (“the transferee”).
(2) The appropriate authority may give a direction if—
(a) it considers that—
(i) the society is unable to manage its affairs satisfactorily in relation to the engagements specified in the order; and
(ii) a transfer of those engagements would be expedient to protect the interests of the members of the society; and
(b) the proposed transferee has complied with paragraph 1 of Schedule 15 to this Act and has resolved to undertake to fulfil the engagements by special resolution or, if the appropriate authority consents to that mode of proceeding, by resolution of the committee of management;
but the appropriate authority may direct that paragraph (b) above shall be modified in relation to a particular proposed transfer (but not to permit a society to resolve to undertake to fulfil the engagements by less than a majority or more than a three-quarters majority of those voting).
(2A) The PRA must consult the FCA before giving a direction under this section.
(3) The appropriate authority may not give a direction if, were the transfer to be proposed to be made under section 86 above, it would be precluded from confirming it by paragraph 11 or any provision of paragraphs 13 to 17 of Schedule 15 to this Act.
(4) At the same time as giving a warning notice to the society in accordance with section 58A(1) in relation to its proposal to give a direction, the appropriate authority shall publish notice of the proposed direction in one or more of the London Gazette, the Belfast Gazette or the Edinburgh Gazette, as it thinks appropriate, and, if it thinks appropriate, in one or more newspapers.
(5) A notice published in pursuance of subsection (4)(b) above shall—
(a) state that any interested party has the right to make representations to the appropriate authority with respect to the proposed direction;
(b) specify a date determined by the appropriate authority before which any written representations or notice of a person’s intention to make oral representations must be received by the appropriate authority; and
(c) specify a date determined by the appropriate authority as the day on which it intends to hear any oral representations.
(6) After the date specified in pursuance of subsection (5)(b) above, the appropriate authority shall—
(a) determine the time and place at which oral representations may be made;
(b) give notice of that determination to the society and the proposed transferee and to any persons who have given notice of their intention to make oral representations; and
(c) send copies of the written representations received by the appropriate authority to the society concerned and the proposed transferee.
(7) Before the appropriate authority decides whether to give the society a decision notice in accordance with section 58A(3), the appropriate authority shall allow the society and the proposed transferee an opportunity to comment on the written representations, whether at a hearing or in writing before the expiration of such period as the appropriate authority specifies in a notice to it.
(8) If the PRA gives a direction, it must send a copy of the direction to the FCA.
(8A) The FCA must—
(a) keep a copy of a direction issued under this section (whether by the FCA or by the PRA);
(b) register that copy; and
(c) issue a registration certificate to the transferee.
(8B) The registration certificate must specify a date as the transfer date for the transfer.
(9) On the transfer date—
(a) the property, rights and liabilities of the society shall by virtue of this subsection become, to the extent provided in the direction, the property, rights and liabilities of the transferee; and
(b) if the transfer is of all the society’s engagements, the society shall be dissolved;
but the transfer shall be deemed to have been effected before any such dissolution.
(10) The FCA shall keep a copy of a direction and of the registration certificate—
(a) if the transferee is a friendly society, in the public file of that society;
(b) in any other case, in the public file of the society transferring the engagements.
(11) Where a friendly society is dissolved by subsection (9)(b) above, its registration under this Act or the 1974 Act shall be cancelled by the FCA.
(1) A friendly society may, in accordance with this Part of this Act, convert itself into a company registered under the Companies Act 2006 (“a company”).
(2) In order to convert itself into a company a friendly society must—
(a) comply with the applicable requirements of Part I of Schedule 15 to this Act ;
(b) approve the proposed conversion, the terms on which it is to take place and the proposed memorandum and articles of association for the company by special resolution; and
(c) obtain the confirmation of the appropriate authority of the conversion;
and, on obtaining that confirmation, the society may apply for registration as a company.
(2A) The PRA must consult the FCA before giving a confirmation under this section.
(3) The terms on which the conversion of a friendly society into a company is to take place may include provision for part of the funds of the society or the company to be distributed among, or for other rights in relation to shares in the company to be conferred on, members of the society.
(4) Where—
(a) a special resolution of the society contains the particulars required by subsection (1) of section 8 of the Companies Act 2006 to be contained in the memorandum of association of a company, and
(b) a copy of the resolution has been registered by the FCA,
a copy of that resolution under the seal and stamp of the FCA has the same effect as a memorandum of association duly authenticated as required by subsection (2) of that section.
(5) On the registration of a friendly society as a company the registration of the society under this Act or the 1974 Act shall be cancelled by the FCA.
(6) Where a friendly society converts into a company the terms approved by the society and confirmed by the appropriate authority shall, in so far as they provide for the conferral of rights on members or officers of the society, be enforceable as if they had been the subject of an agreement between the society and those members and officers.
(7) Registration of a friendly society as a company shall not affect any right or claim subsisting against the society or any penalty incurred by the society; and for the purpose of enforcing any such right, claim or penalty, the society may be sued and proceeded against in the same manner as if it had not become registered as a company.
(8) The Treasury, may make regulations providing for the regulation of the conversion of friendly societies into companies; and such regulations may, in particular make provision—
(a) for and in connection with the transition from regulation by and under this Act or the 1974 Act to regulation by and under any other enactments on a society’s ceasing to be registered under that Act; and
(b) for the treatment, in the hands of the company into which a friendly society has converted, of the property, rights and liabilities of the society immediately before its conversion and for the modification of any enactment in its application to any such property, rights and liabilities.
(9) Schedule 15 to this Act has effect for supplementing this section.
(1) Subject to subsection (3) below, the terms of—
(a) an amalgamation under section 85 above,
(b) a transfer of engagements of a friendly society under section 86 above, or
(c) a conversion under section 91 above,
may include provision for compensation for loss of office or diminution of emoluments attributable to the amalgamation, transfer or conversion to be paid by a participating friendly society to or in respect of any of the persons mentioned in subsection (2) below.
(2) Those persons are—
(a) the officers of the society which is to pay the compensation;
(b) in the case of an amalgamation or transfer, the officers of any other participating society;
(c) in the case of a transfer, the officers of any other person participating in the transfer; and
(d) the appointed actuary (if any) of any society participating in the amalgamation or transfer.
(3) Any such provision as is mentioned in subsection (1) above must be approved by the society which is to pay the compensation by a special resolution separate from any resolution approving the other terms of the amalgamation, transfer or conversion.
(4) If compensation which has not been authorised in accordance with subsection (3) above is received by an officer, it shall be repaid.
(5) In this section—
“compensation” includes the provision of benefits in kind;
“loss of office” includes, in relation to an officer of an incorporated friendly society holding office by virtue of his position in the society in a subsidiary of the society or body jointly controlled by the society, the loss of that office; and
“participating society”, in relation to an amalgamation or transfer, means a friendly society participating in the amalgamation or transfer and, in relation to the conversion of a friendly society, that society.
(1) No society may be registered under the 1974 Act after the commencement of this section.
(2) Subject to section 7 of the 1974 Act, a society registered under the 1974 Act immediately before the commencement of this section (an “existing society”) shall continue as a registered society in accordance with the provisions of that Act.
(3) Nothing in subsection (1) above shall be taken as preventing the registration after the commencement of this section of a branch of an existing society as a registered branch.
(4) Nothing in this Act shall be taken as preventing—
(a) the performance by an existing friendly society of any contract which is in force immediately before the commencement of this section; or
(b) the carrying on by such a society of any social or benevolent activity which is not inconsistent with the other activities of the society.
(5) Before the end of the transitional period each existing friendly society shall—
(a) by special resolution agree upon the alterations to be made to its rules so that they conform to this Act and the 1974 Act; and
(b) send to the FCA three copies of the rules as altered each signed by the secretary and accompanied by a statutory declaration by the secretary that that agreement was effected by a resolution passed as a special resolution.
(6) On agreeing upon any such alteration to its rules a society shall, subject to subsection (7) below, determine the date on which the society intends it to take effect, and any alteration to the society’s rules sent to the FCA shall be accompanied by a record specifying that date (in this paragraph referred to as “the specified date”).
(7) No date shall be specified under subsection (6) above which falls more than six months after the date of the meeting at which the society agreed upon the alteration to its rules.
(8) The FCA, if satisfied that the rules as altered are in conformity with this Act and the 1974 Act, shall retain and register a copy of the altered rules.
(9) On registering a copy of the altered rules under subsection (8) above, the FCA shall—
(a) return another copy to the secretary of the society, together with a certificate of registration, and
(b) keep another copy with the record of the specified date sent to it under subsection (6) above and a copy of that certificate, in the public file of the society.
(10) Rules registered under this paragraph shall take effect on the specified date for the rule or, if registration of the rules is not effected until a later date, that later date.
(11) If the FCA has not, before the end of the transitional period, received from an existing registered friendly society copies of its rules as altered in accordance with subsection (5) above, the society shall be treated as having agreed upon such alteration of its rules as the FCA directs.
(12) Where the FCA proposes to give a direction under subsection (11) above in relation to a society it shall—
(a) serve on the society a notice stating that it proposes to give a direction; and
(b) consider any representations made by the society within such period (not being less than fourteen days) from the date on which the notice is served as the FCA may allow;
and, if the society so requests, the FCA shall afford to it an opportunity of being heard by the FCA within that period.
(13) Where under this section a society is treated as having agreed upon altered rules, the FCA shall prepare three copies of rules for the society and shall—
(a) retain and register one copy,
(b) send another to the secretary of the society, together with a certificate of registration, and
(c) keep another copy, together with a copy of that certificate, in the public file of the society;
and the rules so registered shall be for all purposes the rules of the society until amended under the 1974 Act.
(14) In this section “the transitional period” means the period beginning with the commencement date for this section and expiring with such day as the Treasury prescribe by order.
(15) Subsections (5) to (14) above apply to the rules of a registered branch of an existing friendly society as they apply to the rules of the society.
94 Registered friendly societies and branches: validation and ratification by members.
(1) Subject to subsection (3) below, if action not permitted by the rules of a registered friendly society or a registered branch is taken by or on behalf of the society or branch, the action is valid (whether or not it would be valid apart from this subsection) if all the members of the society or branch—
(a) signified their agreement to it in writing before it was taken; or
(b) signified their approval of it in writing before the end of the period of 28 days commencing with the day on which it was taken.
(2) Subject to subsection (3) below, if a contract between a registered friendly society or branch and its members purports to create rights and obligations as to which the rules of the society or branch do not permit rights and obligations to be created, the contract shall be valid and shall bind all members of the society or branch if all members of the society or branch are parties to it.
(3) This section does not validate the taking of any action or any term in a contract unless the matter falls within the capacity of a registered friendly society or branch under the 1974 Act or this Act.
(4) In this section references to the members of a society or branch are to the members entitled to vote at a meeting of the society or branch.
(1) The 1974 Act shall extend to Northern Ireland.
(2) Societies which, immediately before the commencement of subsection (1) above, were societies registered under any provision of section 1 of the Friendly Societies Act (Northern Ireland) 1970 shall be treated as if they were societies registered under the corresponding provision of section 7 of the 1974 Act.
(3) A branch of a society registered under that Act of 1970 which is, immediately before the commencement of subsection (1) above, a registered branch of the society under that Act, shall be treated as a branch registered under the 1974 Act.
(4) In consequence of subsections (1) to (3) above, the Friendly Societies Act (Northern Ireland) 1970 is repealed.
(1) Subject to the following provisions of this section, if—
(a) after this section comes into force a friendly society or registered branch or an industrial assurance company enters into a contract of insurance under which benefit in excess of £800 is payable on the death of any person; and
(b) that person dies under the age of 10,
the obligation of the society, branch or company as to payment of benefit is only to pay £800 (without prejudice to any person’s right to recover part of the premiums paid).
(2) Subsection (1) above does not apply where the benefit is payable to a person who has an interest in the life of the person on whose death it is payable.
(3) The Treasury may by order substitute some other sum for the sum for the time being specified in subsection (1) above.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) For the purposes of this section—
(a) “industrial assurance company" means a person, other than a friendly society, who immediately before the repeal of the Industrial Assurance Act 1923, carried on industrial assurance business, and after that repeal is subject to an existing liability or a liability which may accrue under any policy effected in the course of that business;
(b) “industrial assurance business" means business which, immediately before the repeal of the Industrial Assurance Act 1923, fell within section 1(2) of that Act.
102 Power to amend, etc. to assimilate to company law or law relating to persons carrying on insurance business.
(1) If, on any modification of the statutory provisions in force in Great Britain or Northern Ireland relating—
(a) to companies; or
(b) to persons or bodies of persons, other than friendly societies, whether incorporated or not, carrying on insurance business (including reinsurance business),
it appears to the Treasury to be expedient to modify the relevant provisions of this Act for the purpose of assimilating the law relating to friendly societies to the law as so modified, the Treasury may, by order, make such modifications of the relevant provisions of this Act as they think appropriate for that purpose.
(2) The “relevant provisions of this Act” are the following provisions as for the time being in force, that is to say—
(a) so much of Part II as relates to winding up;
(b) Part IV;
(c) Part V;
(d) Part VI; and
(e) Part VIII.
(3) The power conferred by subsection (1) above includes power to modify the relevant provisions of this Act so as to—
(a) confer power to make orders, regulations, rules or other subordinate legislation;
(b) create criminal offences; or
(c) provide for the charging of fees but not any charge in the nature of taxation.
(4) An order under this section may—
(a) make consequential amendments of or repeals in other provisions of this Act; or
(b) make such transitional or saving provisions as appear to the Treasury to be necessary or expedient.
(5) In this section—
“modification” includes any additions and, as regards modifications of the statutory provisions relating to companies, any modification whether effected by any future Act or by an instrument made after the passing of this Act under an Act whenever passed; and
“statutory provisions” includes the provisions of any instrument made under an Act.
103 Power to modify Part VI in relation to particular friendly societies.
(1) The appropriate authority may, on the application or with the consent of a friendly society, . . . direct that all or any of the provisions of Part . . . VI of this Act , or any provision of regulations made for the purposes of that Part, shall not apply to the society or shall apply to it with such modifications as may be specified in the direction.
(2) A direction under this section may be subject to conditions.
(3) A direction under this section may be revoked by the appropriate authority at any time; and the appropriate authority, may at any time vary any such direction on the application or with the consent of the society to which it applies.
(3A) The PRA must consult the FCA before making, varying or revoking a direction under this section.
(3B) The PRA must send the FCA a copy of any direction, variation or revocation under this section.
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) The FCA must keep in a register kept by it for the purposes of this subsection a copy of any direction, variation or revocation under this section.
(8) The register kept for the purposes of subsection (7) above shall be available for inspection on reasonable notice by members of the public.
(9) The FCA shall keep a copy of—
(a) any direction ... under this section, and
(b) any revocation or variation of any such direction,
and the central office shall keep the copy in the public file of the society to which it relates.
(1) The FCA shall prepare and maintain a file relating to each friendly society (to be known as the public file) and the file shall—
(a) contain the documents or, as the case may be, copies of the documents and the records of the matters directed by or under any provision of this Act to be kept in the public file of the society; and
(b) be available for inspection on reasonable notice by members of the public subject to paragraph (2A) below below.
(1A) The requirement to prepare and maintain the public file of a friendly society does not apply in relation to a document, a copy of a document or a record, if the FCA—
(a) prepares and maintains an electronic copy of the document, copy or record; and
(b) places the electronic copy on the FCA’s website.
(2) Any member of the public shall be entitled, subject to paragraph (2A) below, to be furnished with a copy of all or any of the documents or records kept in the public file of a friendly society.
(2A) The FCA may charge a reasonable fee for making the public file available to any person for inspection under subsection (1)(b) above, for making an electronic copy available under subsection (1A) above or for furnishing any person with a copy of any documents or records under subsection (2) above.
(3) The FCA may keep in the public file of a registered friendly society any documents relating to a registered branch of the society which correspond to documents relating to the society which it is required to keep on that file.
Stamp duty shall not be chargeable upon any document required or authorised by this Act, the 1974 Act or by the constitution of an incorporated friendly society or of a registered friendly society or registered branch.
(1) A land transaction effected by or in consequence of—
(a) an amalgamation of two or more friendly societies under section 85,
(b) a transfer of the engagements of a friendly society under section 86; or
(c) a transfer of the engagements of a friendly society pursuant to a direction given by the appropriate authority under section 90,
is exempt from charge for the purposes of stamp duty land tax.
(2) Relief under this section must be claimed in a land transaction return or an amendment of such a return.
(3) In this section—
“land transaction” has the meaning given by section 43(1) of the Finance Act 2003;
“land transaction return” has the meaning given by section 76(1) of that Act.
106 Officers and auditors not to be exempted from liability.
(1) Subject to subsection (3) below, any provision to which this section applies, whether contained in the constitution of a friendly society or in any contract with a friendly society or otherwise, shall be void.
(2) This section applies to any provision for—
(a) exempting any member of the committee of management, other officer, or person employed as auditor of a friendly society from any liability which, by virtue of any rule of law, would otherwise attach to him in respect of the negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the society; or
(b) indemnifying any such person against any such liability.
(3) Subsection (1) above shall not prevent a friendly society—
(a) from purchasing and maintaining for such a person insurance against any such liability; or
(b) from indemnifying such a person against any liability incurred by him in defending any proceedings (whether criminal or civil) in which judgement is given in his favour or in which he is acquitted.
(4) Section 1157 of the Companies Act 2006 (... which empowers the court to grant relief in certain cases of negligence, default, breach of duty or breach of trust) shall apply in relation to officers and auditors of a friendly society as it applies in relation to officers and auditors of a company.
(5) For the purposes of this section a reference to an officer of a friendly society includes a reference to the appropriate actuary.
(1) Notwithstanding any limitation on the time for the taking of proceedings contained in any enactment, summary proceedings for any offence under this Act , other than an offence in relation to which provision is made in subsection (1A), may, subject to subsection (2) below, be commenced by the FCA at any time within the period of one year beginning with the date on which evidence sufficient in its opinion to justify a prosecution for the offence, comes to its knowledge.
(1A) Notwithstanding any limitation on the time for taking proceedings contained in any Act, summary proceedings for the offences under the provisions listed in subsection (1B), in the circumstances specified in that subsection in relation to those provisions, may be commenced by the PRA, after notifying the FCA, or by the FCA, after notifying the PRA, at any time within the period mentioned in subsection (1C).
(1B) The provisions and the circumstances are—
(a) section 20 (dissolution by consent), if the failure referred to in subsection (6) or (8) of that section relates to a failure to give notice to the PRA;
(b) section 21 (voluntary winding up), if the failure referred to in subsection (4) of that section relates to a failure to send a copy of the resolution to the PRA in accordance with subsection (2) of that section;
(c) section 25 (power of court to declare dissolution of building society void), if the failure referred to in subsection (5) of that section relates to a failure to send a copy of an order to the PRA in accordance with subsection (4) of that section;
(d) section 62 (powers to obtain information and documents etc.), if—
(i) the failure referred to in subsection (9) of that section is a failure to furnish any information or report, to produce any documents or material, or to provide any explanation or make any statement to the PRA, or
(ii) the information, explanation or statement referred to in subsection (10) or (11) of that section is furnished, provided or made to the PRA;
(e) section 65(4) and (5) (investigations), if the person appointed under subsection (1) of that section was appointed by the PRA;
(f) section 87(6) (actuary’s report), if the PRA directed the transferee to furnish it with a report under subsection (3) of that section;
(g) Schedule 10, paragraph 24 (winding up by the court), if the failure referred to in sub-paragraph (4) of that paragraph relates to a failure to give notice to the PRA in accordance with sub-paragraph (3) of that paragraph;
(h) Schedule 10, paragraph 54 (winding up by the High Court), if the failure referred to in sub-paragraph (4) of that paragraph relates to a failure to give notice to the PRA in accordance with sub-paragraph (3) of that paragraph;
(i) Schedule 14, paragraph 3 (auditors: appointment), if the failure referred to in sub-paragraph (2) of that paragraph relates to a failure to give notice to the PRA in accordance with sub-paragraph (1) of that paragraph;
(j) Schedule 14, paragraph 9 (power of appropriate authority to require second audit), if the failure referred to in sub-paragraph (5) of that paragraph relates to a direction given by the PRA under paragraph (1) of that paragraph or a direction to send a copy of the report to the PRA in accordance with sub-paragraph (3) of that paragraph;
(k) Schedule 14, paragraph 10 (removal of auditors), if the failure referred to in sub-paragraph (3) of that paragraph relates to a failure to give notice to the PRA in accordance with sub-paragraph (2) of that paragraph;
(l) Schedule 14, paragraph 12 (resignation of auditors), if the default referred to in sub-paragraph (5) of that paragraph relates to a failure to give a copy of the notice to the PRA in accordance with sub-paragraph (4) of that paragraph; and
(m) Schedule 14, paragraph 15 (offences of failing to comply with paragraph 14 (statement by person ceasing to hold office)), if—
(i) the default referred to in sub-paragraph (1) of that paragraph relates to a failure to send a copy of a notice to the PRA in accordance with paragraph 14(2) or (7) of that Schedule, or
(ii) the default referred to in sub-paragraph (2) is the default of a PRA-authorised person.
(1C) The period is one year beginning with the date on which evidence comes to the knowledge of one or both of the FCA and the PRA, being evidence sufficient in the opinion of the FCA or the PRA (as the case may be) to justify a prosecution.
(2) Nothing in subsection (1) or (1A) above shall authorise the commencement of proceedings for any offence at a time more than three years after the date on which the offence was committed.
(3) For the purposes of subsections (1) and (1C) above a certificate, purporting to be signed by or on behalf of the FCA or the PRA, as to the date on which such evidence as is mentioned in the relevant subsection came to its knowledge, shall be conclusive evidence of that date.
(4) In the application of this section to Scotland—
(a) in subsection (1), omit the words “by the FCA”,
(b) omit subsections (1A), (1B) and (1C), and
(c) references to the FCA are to be read as references to the Lord Advocate.
(5) In the application of this section to Scotland, section 136(1) of the Criminal Procedure (Scotland) Act 1995 shall apply for the purposes of this section as it applies for the purposes of that section.
108 Offences by bodies corporate, partnerships and unincorporated associations.
(1) Where an offence under this Act committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of any member of the committee of management, director, manager, secretary or other similar officer of the body corporate, or any person who was purporting to act in any such capacity, he, as well as the body corporate, shall be guilty of that offence and liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate are managed by the members, subsection (1) above shall apply in relation to the acts and defaults of a member in connection with his functions of management as if he were a director of the body corporate.
(3) Where a partnership is guilty of an offence under this Act, every partner, other than a partner who is proved to have been ignorant of or to have attempted to prevent the commission of the offence, shall also be guilty of that offence and be liable to be proceeded against and punished accordingly.
(4) Where an unincorporated association (other than a partnership) is guilty of an offence under this Act—
(a) every officer of the association who is bound to fulfil any duty of which the breach is the offence; or
(b) if there is no such officer, every member of the governing body other than a member who is proved to have been ignorant of or to have attempted to prevent the commission of the offence,
shall also be guilty of the offence and be liable to be proceeded against and punished accordingly.
In any proceedings for an offence under this Act, it shall be a defence for a person charged to prove that he took all reasonable precautions and exercised all due diligence to avoid the commission of such an offence by himself or any person under his control.
110 Jurisdiction of magistrates' courts in Northern Ireland.
(1) In Northern Ireland, a friendly society or an officer of a friendly society may be prosecuted for a summary offence under this Act before a magistrates' court acting for the county court division in which the registered office of the society is situated.
(2) Subsection (1) is without prejudice to the provisions of the Magistrates' Courts (Northern Ireland) Order 1981 as to the jurisdiction of a magistrates' court.
(1) Any document bearing the seal or stamp of the FCA shall be received in evidence without further proof.
(1A) Any document purporting to have been signed by a person authorised to do so on behalf of the FCA or the PRA, and every document purporting to be signed by any inspector or public valuer under this Act, shall, in the absence of any evidence to the contrary, be received in evidence without proof of the signature.
(1B) In subsections (1) and (1A), “document" means any document issued, received or created by the FCA or the PRA (or, as the case may be, by any inspector or public valuer under this Act) for the purposes of or in connection with this Act.
(2) Any printed document purporting to be a copy of the rules or memorandum of an incorporated friendly society or the rules of a registered friendly society or a registered branch and certified by the secretary or other officer of the society or branch to be a true copy of its rules or memorandum as registered, shall be received in evidence and shall, in the absence of any evidence to the contrary, be deemed to be a true copy of its rules or memorandum.
(1) Subject to any other provision of this Act or regulations under it, any record to be kept by a friendly society may be kept in any manner.
(2) Where any such record is not kept by making entries in a bound book, but by some other means, adequate precautions shall be taken for guarding against falsification and facilitating its discovery.
(3) The power in subsection (1) above includes power to keep the record by recording matters otherwise than in legible form so long as the recording is capable of being reproduced in a legible form; and any duty imposed by or under this Act to allow inspection of, or to furnish a copy of, the record or any part of it is to be treated as a duty to allow inspection of, or to furnish, a reproduction of the recording or of the relevant part of it in a legible form.
(4) The Treasury may by regulations, make such provision in addition to subsection (3) above as they consider appropriate in connection with such records as are kept otherwise than in legible form; and the regulations may make modifications of this Act so far as it relates to the records of friendly societies.
(5) If default is made in complying with this section the society shall be guilty of an offence and liable on summary conviction—
(a) to a fine not exceeding level 4 on the standard scale; and
(b) in the case of a continuing offence, to an additional fine not exceeding one-tenth of that level for every day during which the offence continues.
(1) This section has effect in relation to any notice, directions or other document required or authorised by or under any provision of this Act or by the rules of a friendly society to be served on any person other than the FCA or the PRA but subject, in the case of notices or other documents to be given or sent to members of a friendly society, to any provision of its rules.
(2) Any such document may be served on the person in question—
(a) by delivering it to him;
(b) by leaving it at his proper address; ...
(c) by sending it by post to him at that address ; or
(d) by sending it by electronic means to an electronic address notified by the person for the purpose.
(3) Any such document may—
(a) in the case of a friendly society, be served on the secretary of the society;
(b) in the case of a body corporate (other than an incorporated friendly society), be served on the secretary or clerk of that body;
(c) in the case of a partnership, be served on any partner;
(d) in the case of an unincorporated association, other than a partnership or a registered friendly society or registered branch, be served on any member of its governing body.
(4) For the purposes of this section and section 7 of the Interpretation Act 1978 (service of documents) in its application to this section, the proper address of any person is—
(a) in the case of a friendly society or its secretary, the address of its registered office;
(b) in the case of a member of an incorporated friendly society, his registered address;
(c) in the case of a member of the committee of management or the chief executive of a friendly society, his officially notified address;
(d) in the case of a body corporate (other than an incorporated friendly society), its secretary or clerk, the address of its registered or principal office in the United Kingdom;
(e) in the case of an unincorporated association (other than a partnership, registered friendly society or registered branch) or a member of its governing body, its principal office in the United Kingdom;
and, in any other case, his last-known address (whether of his residence or of a place where he carries on business or is employed).
(1) Each of the FCA and the PRA may, by directions under this section, make provision with respect to the form of, and the particulars to be included in , and the authentication of, any document to be sent to it under this Act or the 1974 Act.
(1A) The PRA and the FCA must each consult the other before issuing a direction under this section if the document in question is required to be sent to both of them.
(2) The directions have effect subject to any other provision of or made under this Act.
(3) As regards the authentication of a document sent to it electronically, each of the FCA and the PRA may—
(a) require the document to be authenticated by a particular person or a person of a particular description;
(b) specify the means of authentication;
(c) require the document to contain or be accompanied by the name or registered number of the society to which it relates (or both).
(4) As regards the procedure to be followed in sending a document electronically, each of the FCA and the PRA may specify requirements as to the hardware and software to be used, and technical specifications (for example, matters relating to protocol, security, anti-virus protection or encryption).
(5) Directions made by the FCA or the PRA under this section must not require documents to be sent electronically.
(6) In this section, a document is sent electronically if is it sent by electronic means or in electronic form.
115 Provision as to information supplied for purposes of social security.
(1) Subject to any exceptions or conditions prescribed by regulations of the Secretary of State, the Secretary of State shall at the request of any person claiming benefit from an incorporated friendly society provide the society for the purposes of the claim with a copy or abstract of any medical certificate relating to that person and supplied by him to the Secretary of State for the purposes of the enactments relating to social security.
(2) Where the Secretary of State furnishes an incorporated friendly society, in connection with a claim for benefit from the society with information relating to a claim or award under those enactments, the expenses incurred in connection with his doing so by the Secretary of State or any other government department shall be treated as expenses in carrying those enactments into effect.
(3) In this section, references to the Secretary of State shall be construed as including references to the Department of Health and Social Services for Northern Ireland.
In this Act—
“ballot” means—
a postal ballot (within the meaning of paragraph 8 of Schedule 12),
an electronic ballot (within the meaning of paragraph 8A of that Schedule), or
a combined ballot (within the meaning of paragraph 8B of that Schedule);
“friendly society” means an incorporated friendly society or a registered friendly society;
“incorporated friendly society” means a society incorporated under this Act;
“registered branch” means a branch of a registered friendly society which is separately registered within the meaning of the 1974 Act;
“registered friendly society” means a society registered within the meaning of the 1974 Act by virtue of section 7(1)(a) of that Act or any enactment which it replaced.
(1) For the purposes of this Act—
“annual contribution income” means, in relation to a friendly society’s long term business, the income of the society in a financial year without any deduction for reinsurance cessions;
“commitment" means, in relation to a friendly society to which section 37(2) applies, a commitment represented by insurance business of any class of Head A of Schedule 2 to this Act;
“insurance business” means long term business and general business but , except for the purposes of sections 87 and 88 above, does not include the operations of a society whose benefits vary according to the resources available and which require each of its members to contribute on a flat-rate basis;
“direct insurance business" means insurance business other than reinsurance business and “direct insurance" shall be construed accordingly;
“long term business” means insurance business of any of the classes specified in head A of Schedule 2 to this Act; and
“general business” means insurance business of any of the classes specified in head B of that Schedule.
(2) For the purposes of any provision of Parts IV, V, VI and VIII of this Act, unless the context otherwise requires—
(a) references to insurance business include references to reinsurance business; and
(b) reinsurance business consisting of the effecting and carrying out of a contract of reinsurance of risks of any class shall be taken to constitute the carrying on of insurance business of that class;
and “reinsurance business” means the effecting and carrying out of contracts of reinsurance.
(3) For the purposes of this Act the effecting and carrying out of a contract whose principal object is within one class of insurance business, but which contains related and subsidiary provisions within another class or classes, shall be taken to constitute the carrying on of insurance business of the first-mentioned class, and no other, if subsection (4) or (5) below applies to the contract.
(4) This subsection applies to a contract whose principal object is within any class of long term business, but which contains subsidiary provisions within general business class 1 or 2, if the society concerned is authorised under section 32 above to carry on long term business class I.
(5) This subsection applies to a contract whose principal object is within one of the classes of general business but which contains subsidiary provisions within another of those classes.
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) Subject to subsection (2) below, in this Act “financial year” means the period of 12 months ending with 31st December.
(2) The initial financial year of a friendly society shall be such period as expires with the end of the calendar year in which it is registered under the 1974 Act or incorporated under this Act and the final financial year of the society shall be such shorter period than 12 months as expires with the date as at which the society makes up its final accounts.
(1) In this Act, unless the context otherwise requires—
“the 1974 Act” means the Friendly Societies Act 1974;
“actuary” means an actuary possessing such qualifications, if any, as may be specified in rules made by the Authority under section 340 of the Financial Services and Markets Act 2000 (and subsections (3) to (6) of that section apply in relation to an actuary appointed by virtue of any provision of this Act as they apply in relation to an actuary appointed in compliance with such rules);
“annuities on human life” does not include superannuation allowances and annuities payable out of any fund applicable solely to the relief and maintenance of persons engaged or who have been engaged in any particular profession, trade or employment, or of the dependants of such persons;
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“appointed actuary” means the actuary appointed in accordance with rules made under section 340 of the Financial Services and Markets Act 2000;
“the appropriate actuary” means—
if the society is under a duty imposed by rules made by the Authority under section 340 of the Financial Services and Markets Act 2000, the society’s appointed actuary; and
if it is not under such a duty, an actuary appointed to perform the function in question;
“the appropriate authority” means—
in relation to a society which is a PRA-authorised person, the PRA; and
in relation to a society which is not a PRA-authorised person, the FCA;
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“committee of management” means the committee of management or other directing body of a society or branch;
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“contract of insurance” includes any contract the effecting of which constitutes the carrying on of insurance business by virtue of section 117 above;
“controller” has the meaning given by section 55A above;
“the court” except in relation to the winding-up of an incorporated friendly society, means—
in the case of a body whose registered office is situated in England and Wales, the county court;
in the case of a body whose registered office is situated in Northern Ireland, the county court for the district in which the office is situated;
in the case of a body whose registered office is situated in Scotland, the sheriff in whose jurisdiction the office is situated;
and, in relation to the winding-up of an incorporated friendly society, means the court which has jurisdiction under the applicable winding-up legislation to wind-up the society;
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“EEA State” has the meaning given by Schedule 1 to the Interpretation Act 1978 (c. 30);
“EFTA State” means an EEA State which is not a member State;
“electronic address” means any number or address used for the purposes of sending or receiving documents or information by electronic means;
“the FCA” means the Financial Conduct Authority;
“financial year” is to be construed in accordance with section 118;
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“group business” is to be construed in accordance with section 11 above;
“jointly controlled body” is to be construed in accordance with section 13 above;
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“manager”, in relation to a friendly society to which section 37(2) or (3) above applies, means any person (other than an employee of a society) appointed by the society to manage any part of its insurance business, or any employee of the society (other than a chief executive) who, under the immediate authority of a member of the committee of management or chief executive of the society–
exercises managerial functions, or is responsible for maintaining accounts or other records of the society; and
is not a person whose functions relate exclusively to business conducted from a place of business which is not in the United Kingdom or Gibraltar;
“memorandum” has the meaning given by paragraph 4(3) of Schedule 3 to this Act;
“modifications”, in relation to enactments, includes additions, omissions and amendments and cognate expressions are to be construed accordingly;
“non-insurance business” means business falling within head C of Schedule 2 to this Act;
“notice” means written notice and “notice to” a person means notice given to that person, and “notify” shall be construed accordingly;
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“officer” means—
in relation to a registered friendly society or a registered branch—
a trustee;
the treasurer, secretary and chief executive (however described);
a member of the committee of management; and
a person appointed by the society or branch to sue or be sued on its behalf; or
in relation to an incorporated friendly society, a member of the committee of management, the chief executive (however described) and the secretary;
“the PRA” means the Prudential Regulation Authority;
“PRA-authorised person” has the meaning in section 2B of the Financial Services and Markets Act 2000;
“the public file”, in relation to a friendly society, means the file relating to the society which the FCA is required to maintain under section 104 above;
“registered address”, in relation to a member of an incorporated friendly society, has the meaning given by paragraph 14(6) of Schedule 3 to this Act;
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“the Solvency 2 Directive” means Directive 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II);
“special resolution” has the meaning given by paragraph 7 of Schedule 12 to this Act;
“subscription” includes any premium or other sum (however described) payable, in respect of the provision of benefits, by (or on behalf of) a member of a friendly society under the rules of the society;
“subsidiary” is to be construed in accordance with section 13 above; and
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(1AA) Any reference in this Act to the seal of the FCA is a reference to the seal provided for in regulations made under section 109(1)(b) of the Friendly Societies Act 1974 (and not to the FCA’s common seal).
(1A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1C) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) References in this Act to the “ECU” are to the unit of account of that name defined in Council Regulation (EEC) No.3180/78 as amended; and the exchange rates as between the ECU and pounds sterling to be applied for each year beginning on 31st December shall be the rates applicable on the last day of the preceding October for which exchange rates for the currencies of all the member States were published in the Official Journal of the Communities.
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1) In this Act “associate", in relation to any person entitled to exercise or control the exercise of voting power in relation to a friendly society to which section 37(2) or (3) above applies, means–
(a) the wife or husband or civil partner or minor son or daughter of that person;
(b) any company of which that person is a director;
(c) any person who is an employee or partner of that person;
(d) if that person is a company–
(i) any director of that company;
(ii) any subsidiary undertaking of that company;
(iii) any director or employee of any such subsidiary under– taking; and
(e) if that person has made an agreement or arrangement with any other person under which they undertake to act together in exercising their voting power in relation to the society, that other person.
(2) In this section–
“minor", in relation to Scotland, means not having attained the age of sixteen;
“son" includes stepson and “daughter" includes stepdaughter;
“subsidiary undertaking" has the same meaning as in the Insurance Companies Act 1982 .
119AA Meaning of electronic form, electronic means etc.
(1) The following provisions apply for the purposes of this Act.
(2) A document or information is sent in electronic form if it is sent—
(a) by electronic means (for example, by email or fax), or
(b) by any other means while in electronic form (for example, sending a disk in the post).
References to “electronic copy” have a corresponding meaning.
(3) A document or information is sent by electronic means if it is—
(a) sent initially and received at its destination by means of electronic equipment for the processing (which expression includes digital compression) or storage of data, and
(b) entirely transmitted, conveyed and received by wire, by radio, by optical means or by other electromagnetic means.
References to “electronic means” have a corresponding meaning.
(4) A document or information sent in electronic form must be sent in a form, and by a means, that the sender reasonably considers will enable the recipient—
(a) to read it, and
(b) to retain a copy of it.
(5) For the purposes of this section, a document or information can be read only if—
(a) it can be read with the naked eye, or
(b) to the extent that it consists of images (for example photographs, pictures, maps, plans or drawings), it can be seen with the naked eye.
(6) The provisions of this section apply whether the provision of this Act in question uses the word “send” or uses other words (such as “furnish”, “circulate”, “provide”, “produce”, “supply”, “give” or “deliver”) to refer to the sending of a document or information.
(1) For the purposes of this Act, a person (A), other than the FCA and the PRA, makes a document or information available on a website to another person (B) if each of the following conditions is satisfied.
(2) The first condition is that B—
(a) has agreed (generally or specifically) that A may make the document or information available to B in that manner, and
(b) has not revoked that agreement.
(3) The second condition is that A has notified B of—
(a) the presence of the document or information on the website,
(b) the address of the website,
(c) the place on the website where the document or information may be accessed, and
(d) how to access the document or information.
(4) The third condition is that the document or information is present on the website for the whole of the period—
(a) beginning when A sends B the notification referred to in subsection (3) or, if later, when the document or information first appears on the website, and
(b) ending with the end date specified for the purposes of this paragraph in the provision of, or made under, this Act that requires or permits A to send the document to B.
(5) If the document or information is absent from the website for part of the period referred to in subsection (4), the absence is to be disregarded if it is wholly attributable to circumstances that it would not be reasonable to have expected A to prevent or avoid.
(6) A is not to be regarded as making a document available on a website for the purposes of this section if the website is the the FCA’s or the PRA’s website (an electronic copy of the document having been placed there in reliance on section 104(1A)(b)).
(1) The enactments specified in Schedule 21 to this Act shall have effect with the amendments made by that Schedule.
(2) The enactments specified in Schedule 22 to this Act are repealed to the extent specified in the third column of that Schedule.