(1) A manager—
(a) may do anything necessary for the purpose of the appointment,
(b) acts as the registered provider's agent (and is not personally liable on a contract), and
(c) has ostensible authority to act for the registered provider (so that a person dealing with the manager in good faith and for value need not inquire into the manager's powers).
(2) In particular, the terms of a manager's appointment may confer power—
(a) to sell or otherwise dispose of land by public auction or private contract;
(b) to raise or borrow money;
(c) to grant security over land;
(d) to grant or accept surrender of a lease;
(e) to take a lease;
(f) to take possession of property;
(g) to appoint a solicitor, accountant or other professional to assist the manager;
(h) to appoint agents and staff (and to dismiss them);
(i) to make payments;
(j) to bring or defend legal proceedings;
(k) to refer a question to arbitration;
(l) to make any arrangement or compromise;
(m) to carry on the business of the registered provider;
(n) to carry out works and do other things in connection with the management or transfer of land;
(o) to take out insurance;
(p) to use the registered body's seal;
(q) to execute in the name and on behalf of the registered provider any deed, receipt or other document;
(r) to do anything incidental to a power in paragraphs (a) to (q).
(3) A manager shall so far as is reasonably practicable consult and inform the registered provider's tenants about an exercise of powers likely to affect them.
(1) This section applies to a manager appointed to implement proposals relating to a registered society.
(2) The appointment may confer on the manager power to make and execute on behalf of the society—
(a) an instrument providing for the amalgamation of the society with another registered society, or
(b) an instrument transferring its engagements.
(3) An instrument providing for the amalgamation of a society (“S1”) with another has the same effect as a resolution by S1 under section 109 of the Co-operative and Community Benefit Societies Act 2014 (amalgamation of societies by special resolution).
(4) An instrument transferring engagements has the same effect as a transfer of engagements under section 110 or 112 of the Co-operative and Community Benefit Societies Act 2014 (transfer by special resolution to another society or company).
(5) A copy of the instrument shall be sent to and registered by the Financial Conduct Authority.
(6) An instrument does not take effect until the copy is registered.
(7) The copy must be sent for registration during the period of 14 days beginning with the date of execution; but a copy registered after that period is valid.
(1) The regulator may give financial or other assistance to the registered provider for the purpose of preserving its position pending the regulator deciding whether to exercise the power under section 152 to make proposals and (if proposals are made) the proposals becoming agreed proposals.
(2) The regulator may give financial or other assistance to the registered provider, or a manager appointed under section 155, to facilitate the implementation of agreed proposals.
(3) In particular, the regulator may—
(a) lend staff;
(b) arrange payment of the manager's remuneration and expenses.
(4) The regulator may do the following only with the Secretary of State's consent—
(a) make grants,
(b) make loans,
(c) indemnify a manager,
(d) make payments in connection with secured loans, and
(e) guarantee payments in connection with secured loans.
(1) A private registered provider may apply to the High Court where the registered provider thinks that action taken by a manager is not in accordance with the agreed proposals.
(2) A creditor of a private registered provider may apply to the High Court where the creditor thinks that action taken by a manager is not in accordance with the agreed proposals.
(3) The High Court may—
(a) confirm, annul or modify an act of the manager;
(b) give the manager directions;
(c) make any other order.
(4) If a person bound by agreed proposals (P1) thinks that action by another person (P2) breaches section 154, P1 may apply to the High Court.
(5) The High Court may—
(a) confirm, annul or modify the action;
(b) grant relief by way of injunction, damages or otherwise.
160 Company and limited liability partnership: arrangements and reconstructions
(1) This section applies to a ... registered provider which is a registered company or a limited liability partnership.
(2) The registered provider must notify the regulator of any voluntary arrangement under Part 1 of the Insolvency Act 1986.
(3) The registered provider must notify the regulator of any order under section 899 of the Companies Act 2006 (court sanction for compromise or arrangement).
(4) An order under section 899 of Companies Act 2006 does not take effect until the registered provider has confirmed to the registrar of companies that the regulator has been notified.
(5) The registered provider must notify the regulator of any order under section 900 of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation).
(6) The requirement in section 900(6) of the Companies Act 2006 (sending copy of order to registrar) is satisfied only if the copy is accompanied by confirmation that the regulator has been notified.
(7) The registered provider must notify the regulator of any order under section 901F of the Companies Act 2006 (court sanction for compromise or arrangement).
(8) An order under section 901F of the Companies Act 2006 does not take effect until the registered provider has confirmed to the registrar of companies that the regulator has been notified.
(9) The registered provider must notify the regulator of any order under section 901J of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation).
(10) The requirement in section 901J(6) of the Companies Act 2006 (sending copy of order to registrar) is satisfied only if the copy is accompanied by confirmation that the regulator has been notified.
161A Company: receipt of transfer of engagements from registered society
(1) This section applies to a registered provider which is a registered company.
(2) The registered provider must notify the regulator if a registered society which is not a registered provider passes a resolution under section 112(1)(c) of the Co-operative and Community Benefit Societies Act 2014 transferring its engagements to the registered provider.
(3) The Financial Conduct Authority may register the resolution only if the registered society which passed it has confirmed to the Financial Conduct Authority that the regulator has been notified.
(1) This section applies to a ... registered provider which is a registered society.
(2) The registered provider must notify the regulator of any resolution passed by the society for the purposes of the restructuring provisions listed in subsection (4).
(3) The Financial Conduct Authority may register the resolution only if the registered provider has confirmed to the Financial Conduct Authority that the regulator has been notified.
(4) The following provisions of the Co-operative and Community Benefit Societies Act 2014 are the restructuring provisions—
(a) section 109 (amalgamation of societies);
(b) section 110 (transfer of engagements between societies);
(c) section 112 (conversion of society into a company etc).
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
163A Restructuring of registered societies: registration of successor bodies
(1) This section applies where —
(a) a registered provider notifies the regulator of a resolution passed by the provider for the purposes of section 109 of the Co-operative and Community Benefit Societies Act 2014 (amalgamation of societies);
(b) a registered provider notifies the regulator of a resolution passed by the provider for the purposes of section 112(1)(b) of that Act (amalgamation of society and company);
(c) a registered provider notifies the regulator of a resolution passed by the provider for the purposes of section 110 of that Act (transfer of engagements between societies) and the society to which engagements are transferred is not a registered provider;
(d) a registered provider notifies the regulator of a resolution passed by the provider for the purposes of section 112(1)(c) of that Act (transfer of engagements between society and company) and the company to which engagements are transferred is not a registered provider.
(2) When the resolution mentioned in subsection (1) (“the relevant resolution”) takes effect, the regulator must decide whether the successor body is eligible for registration under section 112.
(3) “The successor body” means—
(a) if the relevant resolution is a resolution described in paragraph (a) or (b) of subsection (1), the body created by virtue of that resolution or by virtue of that resolution and other resolutions described in that paragraph, and
(b) if the relevant resolution is a resolution described in paragraph (c) or (d) of subsection (1), the body to which engagements are transferred by virtue of the resolution.
(4) If the successor body is eligible for registration, the regulator must register it and notify it that it has done so.
(5) If the successor body is not eligible for registration, the regulator must notify it of that fact.
(6) Pending registration, or notification that it is not eligible for registration, the successor body is to be treated as if it were registered and designated as a non-profit organisation.
163B Registered society: receipt of transfer of engagements from another registered society
(1) This section applies to a registered provider which is a registered society.
(2) The registered provider must notify the regulator if a registered society which is not a registered provider passes a resolution under section 110(1) of the Co-operative and Community Benefit Societies Act 2014 transferring its engagements to the registered provider.
(3) The Financial Conduct Authority may register the resolution only if the registered society which passed it has confirmed to the Financial Conduct Authority that the regulator has been notified.
(1) This section applies to a ... registered provider which is—
(a) a registered society, and
(b) to be dissolved by instrument of dissolution in accordance with section 119 of the Co-operative and Community Benefit Societies Act 2014.
(2) The registered provider must notify the regulator.
(3) The Financial Conduct Authority may register the instrument under section 121 of that Act, or cause notice of the dissolution to be advertised under section 122 of that Act, only if the registered provider has confirmed to the Financial Conduct Authority that the regulator has been notified.
(1) This section applies—
(a) where a non-profit registered provider which is a registered society is dissolved in accordance with section 119 or 123 of the Co-operative and Community Benefit Societies Act 2014, and
(b) where a non-profit registered provider which is a registered company is wound up under the Insolvency Act 1986.
(2) Any surplus property that is available after satisfying the registered provider's liabilities shall be transferred—
(a) to the regulator, or
(b) if the regulator directs, to a specified non-profit registered provider.
(3) If land belonging to the registered provider needs to be sold to satisfy its liabilities, the regulator may discharge those liabilities so as to ensure that the land is instead transferred in accordance with subsection (2).
(4) Where the registered provider dissolved or wound up is a charity, a registered provider may be specified under subsection (2)(b) only if it is a charity whose objects the regulator thinks are similar to those of the original charity.
(5) This section has effect despite anything in—
(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(b) the Insolvency Act 1986,
(c) the Companies Act 2006 (c. 46),
(ca) the Co-operative and Community Benefit Societies Act 2014, or
(d) the constitution of a registered provider.
(1) This section applies to property transferred to the regulator in accordance with section 167(2)(a).
(2) The regulator may dispose of the property only to a non-profit registered provider.
(3) Where the registered provider wound up or dissolved was a charity, the regulator may dispose of the property only to a registered provider—
(a) which is a charity, and
(b) whose objects the regulator thinks are similar to those of the original charity.
(4) If the property includes land subject to a mortgage or charge, the regulator may dispose of the land—
(a) subject to that mortgage or charge, or
(b) subject to a new mortgage or charge in favour of the regulator.
The Secretary of State may by regulations provide for sections 167 and 168 to apply in relation to a registered provider which is a charity but not a registered company—
(a) in specified circumstances, and
(b) with specified modifications.
(1) The trustees of a registered charity that is a registered provider must notify the regulator of any change to—
(a) the trusts of the charity;
(b) the purposes of the charity (if not falling within paragraph (a));
(c) the name of the charity entered in the register of charities;
(d) any number allocated to the charity by the Charity Commission which appears in the register of charities;
(e) any contact address for the charity which appears in the register of charities.
(2) But the duty to notify the regulator of changes to the matters mentioned in paragraphs (a) to (c) does not apply to the trustees of a registered charity that is a registered company.
(3) In this section—
“the register of charities” means the register of charities kept under section 29 of the Charities Act 2011;
“trusts”, in relation to a charity, has the same meaning as in the Charities Act 2011 (see section 353 of that Act).
A ... registered provider that is a registered company must notify the regulator of—
(a) any amendment of the company's articles of association,
(b) any change to its name or registered office.
(1) A registered provider must notify the regulator if—
(a) the board members of the registered provider change (whether as a result of an appointment or removal of a board member or for any other reason), and
(b) following that change, any of the circumstances described in subsection (2) arise.
(2) The circumstances are that—
(a) the number of board members of the provider has increased by more than 50% since the beginning of the relevant period;
(b) the number of board members of the provider has decreased by more than 50% since the beginning of the relevant period;
(c) more than 50% of the board members of the provider are persons who were not board members of the provider at the beginning of the relevant period.
(3) For the purposes of this section, the “board members” of a registered provider are—
(a) in the case of a registered charity which is not a registered company, its charity trustees within the meaning given by section 177 of the Charities Act 2011;
(b) in the case of a registered society, the members of its committee within the meaning given by section 149 of the Co-operative and Community Benefit Societies Act 2014;
(c) in the case of a registered company, its directors within the meaning given by section 250 of the Companies Act 2006;
(d) in the case of a limited liability partnership, its members.
(4) For the purposes of this section, “the relevant period” is—
(a) the period of 12 months ending with the day on which the change mentioned in subsection (1)(a) takes effect (“the 12 month period”), or
(b) if the registered provider was not a registered provider throughout the 12 month period, the period—
(i) beginning with the day (or, if more than one, the latest day) in the 12 month period on which it became a registered provider, and
(ii) ending with the day on which the change mentioned in subsection (1)(a) takes effect.
(1) The regulator may give directions about—
(a) the period within which notifications under sections 160 to 165 or 169A to 169CD must be given by ... registered providers;
(b) the content of those notifications.
(2) The regulator may give directions dispensing with notification requirements imposed by sections 160 to 165 or 169A to 169CD.
(3) A direction under this section may be—
(a) general, or
(b) specific (whether as to particular registered providers, particular kinds of notification requirement or in any other way).
(4) A direction dispensing with a notification requirement may include conditions.
(5) The regulator must make arrangements for bringing a direction under this section to the attention of every registered provider to which it applies.
(1) A private registered provider may dispose of land.
(2) But a non-profit registered provider may dispose of the landlord's interest under a secure tenancy only to another non-profit registered provider or to a local authority which is a registered provider.
(3) Subsection (1) is subject to the following provisions of this Chapter ....
176 Notification where disposal consent not required
(1) If a private registered provider disposes of a dwelling that is social housing it must notify the regulator.
(2) If a non-profit registered provider disposes of land other than a dwelling it must notify the regulator.
(3) Subsection (1) continues to apply to any land of a private registered provider even if it has ceased to be a dwelling.
(4) The regulator may give directions about—
(a) the period within which notifications under subsection (1) or (2) must be given;
(b) the content of those notifications.
(5) The regulator may give directions dispensing with the notification requirement in subsection (1) or (2).
(6) A direction under this section may be—
(a) general, or
(b) specific (whether as to particular registered providers, as to particular property, as to particular forms of disposal or in any other way).
(7) A direction dispensing with a notification requirement—
(a) may be expressed by reference to a policy for disposals submitted by a registered provider;
(b) may include conditions.
(8) The regulator must make arrangements for bringing a direction under this section to the attention of every registered provider to which it applies.
(1) The tenant of a dwelling in England has a right to acquire the dwelling if—
(a) the landlord is a private registered provider or a registered social landlord,
(b) the tenancy is within subsection (2),
(c) the provision of the dwelling was publicly funded,
(d) the dwelling has remained in the social rented sector ever since that provision, and
(e) the tenant satisfies any qualifying conditions applicable under Part V of the Housing Act 1985 (c. 68) (as it applies by virtue of section 184).
(2) A tenancy is within this subsection if it is—
(a) an assured tenancy, other than ... a long tenancy, or
(b) a secure tenancy.
(2A) The Secretary of State may by regulations provide that an assured shorthold tenancy of a description specified in the regulations is not a tenancy within subsection (2).
(3) The reference in subsection (1)(a) to a private registered provider includes—
(a) a person who provided the dwelling in fulfilment of a condition imposed by the HCA when giving assistance to the person;
(b) a person who provided the dwelling wholly or partly by means of a grant under section 27A of the Housing Act 1996 (c. 52).
(1) The provision of a dwelling was publicly funded if any of the following conditions is satisfied.
(2) Condition 1 is that—
(a) the dwelling was provided by a person in fulfilment of a condition imposed by the HCA when giving assistance to the person, and
(b) before giving the assistance the HCA notified the person that if it did so the provision of the dwelling would be regarded as publicly funded.
(2A) Condition 2 is that—
(a) the dwelling was provided wholly or partly by a person using an amount for purposes for which the amount was required to be used by an HCA direction under section 32(4), and
(b) before giving the direction the HCA notified the person that any dwelling so provided would be regarded as publicly funded.
(3) Condition 3 is that the dwelling was provided wholly or partly by using sums in the disposal proceeds fund of—
(a) a private registered provider, or
(b) a registered social landlord.
(3A) In relation to a private registered provider, the reference in subsection (3) to its disposal proceeds fund is to its disposal proceeds fund before the abolition of that fund by Part 3 of Schedule 4 to the Housing and Planning Act 2016.
(4) Condition 4 is that —
(a) the dwelling was acquired by a private registered provider, or a registered social landlord, on a disposal by a public sector landlord,
(b) the disposal was made on or after 1st April 1997, and
(c) at the time of the disposal the dwelling was capable of being let as a separate dwelling.
(5) Condition 4 is not satisfied if the dwelling was acquired in pursuance of a contract made, or option created, before 1st April 1997.
(6) Condition 5 is that—
(a) the dwelling was provided wholly or partly by means of a grant under section 18 or 27A of the Housing Act 1996 (c. 52), and
(b) when the grant was made the recipient was notified by the Welsh Ministers that the dwelling was to be regarded as funded by means of such a grant.
182 Interpretation: “remained in the social rented sector”
(1) This section applies for the purposes of determining whether a dwelling has remained in the social rented sector.
(2) A dwelling shall be treated as having remained in the social rented sector for any period during which—
(a) the freeholder was a person within subsection (3), and
(b) each leaseholder was either a person within that subsection or an individual holding otherwise than under a long tenancy.
(3) A person is within this subsection if the person is—
(a) a private registered provider,
(b) a registered social landlord, or
(c) a public sector landlord.
(4) A dwelling provided wholly or partly by means of a grant under section 27A of the Housing Act 1996 shall also be treated as having remained in the social rented sector for any period during which it was used exclusively for permitted purposes by—
(a) the recipient of the grant, or
(b) any person treated as the recipient by virtue of section 27B of that Act.
(5) “Permitted purposes” are purposes for which the grant was made and any other purposes agreed by the Housing Corporation or the HCA.
(6) Where a lease of a dwelling has been granted to a former freeholder in pursuance of paragraph 3 of Schedule 9 to the Leasehold Reform, Housing and Urban Development Act 1993 (c. 28) (mandatory leaseback to former freeholder on collective enfranchisement) the reference in subsection (1)(a) above to the freeholder shall be construed as a reference to the leaseholder under that lease.