Building Societies Act, 1989

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Conversion of a society to a public limited company.

101.—(1) A building society may, subject to this Part, convert itself into a company.

(2) In order to convert into a company a society must—

(a) approve a conversion scheme by a conversion resolution pursuant to section 71 ,

(b) obtain the confirmation of the Central Bank to the conversion scheme under section 104 , and

(c) have the society registered as a company under the Companies Acts in accordance with the provisions of this Part and any regulations made thereunder.

(3) A conversion scheme for the purposes of subsection (2) shall—

(a) state the name of the proposed company,

(b) state in relation to the proposed company the amount of the proposed authorised share capital and the amount of such capital proposed to be issued on conversion,

(c) have annexed to it the memorandum of association and the articles of association of the proposed company that comply with the requirements of the Companies Acts,

(d) specify the names of the persons who are proposed to be the first directors and auditors of the proposed company,

(e) specify the persons or classes of persons who will be members of the proposed company,

(f) specify, in the case of persons or classes of persons who are members of the society and who will be members of the proposed company, by reference to the shareholding of those persons or classes of persons in the society—

(i) their entitlement to shares in the proposed company, and

(ii) their rights (if any) to subscribe for shares in the proposed company,

and, in either case, the rights attaching to the shares,

(g) specify, in the case of persons or classes of persons (if any) who are members of the society and who will not be members of the proposed company, the rights and liabilities of such persons or classes of persons,

(h) specify the changes proposed in the society's investments (if any) in subsidiaries and other associated bodies in consequence of the conversion,

(i) specify, in the case of persons or classes of persons who are members of the society at the conversion date, the rights of such persons or classes of persons to a distribution of its assets in the event of the successor company being wound up within 5 years of the conversion date, and if there are to be no such rights the scheme shall so state,

(j) specify the terms on which the shareholdings of members of the society will be held as deposits by the successor company,

(k) specify the terms of any proposed distribution of the funds of the society in connection with the conversion scheme, and

(l) provide for such other and related matters as the Central Bank may specify.

(4) A society proposing to convert into a company shall, at least 6 months prior to the date on which the conversion resolution is intended to be moved at a general meeting of the society or voted on in a postal ballot, advise the Central Bank of the intention to do so and shall consult with the Bank as to the matters to be provided for in the conversion scheme.

(5) A conversion scheme under this section shall not be sent to the members of the society unless the scheme has been approved by the Central Bank as meeting the requirements of or under this Part.

(6) The terms of a conversion scheme shall restrict any rights conferred on members of the society entitling them to shares in the successor company, to acquire shares in the successor company in priority to other subscribers or to any distribution of the funds of the society, in the case of those persons who become members of the society after 21 December, 1988, to those members who held shares in the society throughout the period of 2 years which expired with the day on which notice is given to members of the conversion resolution.