2. Society Legislation
The Co-operative and Community Benefit Societies Act 2014 came into force on 1 August 2014, consolidating and replacing previous industrial and provident society legislation, including the Industrial and Provident Societies Act 1965, which has been renamed the Co-operative and Community Benefit Societies and Credit Unions Act 1965.
It should be noted that the new 2014 Act does not apply to Northern Ireland, where an amended form of the Industrial and Provident Societies Act (Northern Ireland) 1969 still applies, although it is subject to change under new legislation, the Credit Unions and Co-operative and Community Benefit Societies Act (Northern Ireland) 2016. This new Act amends and renames previous society legislation in Northern Ireland, but unlike the 2014 Act, it does not consolidate society law. On 6 April 2018 the responsibility for registering co-operative and community benefit societies in Northern Ireland moved from the Department for the Economy (DfE) to the Financial Conduct Authority (FCA). As a consequence of this change, societies in Northern Ireland will now have to pay a periodic fee when filing their annual returns with the FCA.
A major consequence of the 2014 Act is to create two categories of society:
- Societies registered prior to 1 August 2014
- Societies registered under the new Act from 1 August 2014 onwards.
Societies registered under the new Act are registered specifically as a co-operative society or a community benefit society (including a charitable community benefit society). Prior to 1 August 2014, a society had to have the characteristics of either a co-operative society or a community benefit society, but it was not registered as a specific type of society. The FCA, and its predecessor registration bodies, kept no record of what type of society was being registered. A society registered before 1 August 2014 is referred to as a pre-commencement society by the FCA, and it must describe itself as either a “registered society” or a “society”, on its business stationery; it must not refer to itself as a co-operative society or a community benefit society. A registered society that wants to refer to itself as a specific type of society on its business stationery must register a new society and transfer its engagements to this new society (see Section 2.7).
The 2014 Act brought in other significant changes, including a maximum limit of £100,000 on individual shareholdings of withdrawable share capital, new procedures for societies facing insolvency, and new additional powers for the FCA to investigate societies.
In Northern Ireland, the 2016 Act introduced some, but not all, of the changes created by the 2014 Act in Great Britain. Principal among these changes was the introduction of a new maximum limit of £100,000 on individual shareholdings of withdrawable share capital, and changes to the age limits that apply to members and directors of societies. Both changes came into force in June 2016. Other changes relating to annual returns, unaudited accounts, dissolution and other minor matters, came into force in April 2016. Some changes, such as the renaming of the 1969 Act as the Credit Unions and Co-operative and Community Benefit Societies (Northern Ireland) 1969 Act, and the introduction of two new legal forms, a co-operative society and a community benefit society, have yet (as of May 2017) to come into force.
In November 2015, the FCA published its finalised guidance on its registration function under the 2014 Act. This followed a lengthy period of public consultation into proposed changes to its guidance, in the light of these legislative changes, and other concerns about current practice.
This Handbook focuses on three main types of societies: bona fide co-operative societies, community benefit societies, and charitable community benefit societies. There are other types of society, including credit unions, building societies and friendly societies, but these are subject to separate legislation and are outside the scope of this Handbook.