Housing Act 1996 Part II — Constitution, change of rules, amalgamation and dissolution

4

(1) The Relevant Authority may, in accordance with the following provisions, by order remove an officer of a registered social landlord — (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) The Relevant Authority may make an order removing any such person if— (a) he has been made bankrupt or a debt relief order (under Part 7A of the Insolvency Act 1986) has been made in respect of him, or he has made an arrangement with his creditors; (b) he is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002; (c) he is subject to an order under section 429(2) of the Insolvency Act 1986 (failure to pay under county court administration order); (d) he is disqualified under section 178 of the Charities Act 2011 from being a charity trustee; (e) he is incapable of acting by reason of mental disorder; (f) he has not acted; or (g) he cannot be found or does not act and his absence or failure to act is impeding the registered social landlord's compliance with a requirement imposed by or under an enactment . (3) Before making an order the Relevant Authority shall give at least 14 days’ notice of its intention to do so to the person whom it intends to remove, and to the registered social landlord. (4) That notice may be given by post, and if so given to the person whom the Relevant Authority intend to remove may be addressed to his last known address in the United Kingdom. (5) A person who is ordered to be removed under this paragraph may appeal against the order to the High Court.

5

(1) The Relevant Authority may make an order under paragraph 4 removing an officer of a registered charity only if the charity has received public assistance ... (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6

(1) The Relevant Authority may by order appoint a person to be a officer of a registered social landlord which is a registered charity— (a) in place of a person removed by the Relevant Authority , (b) where there are no officers , or (c) where the Relevant Authority is of the opinion that it is necessary to have an additional officer in order to ensure that the company complies with a requirement imposed by or under an enactment . The power conferred by paragraph (c) may be exercised notwithstanding that it will cause the maximum number of officers permissible under the charity’s constitution to be exceeded. (2) The Relevant Authority shall only exercise its power under sub-paragraph (1) if— (a) the charity has, at any time before the power is exercised, received public assistance , and (b) the Relevant Authority has consulted the Charity Commission . (3) A person may be so appointed notwithstanding any restrictions on appointment in the charity’s constitution or rules. (4) A person appointed under this paragraph shall hold office for such period and on such terms as the Relevant Authority may specify; and on the expiry of the appointment the Relevant Authority may renew the appointment for such period as it may specify. This does not prevent a person appointed under this paragraph from retiring in accordance with the charity’s constitution or rules. (5) A person appointed under this paragraph as an officer of a registered charity is entitled— (a) to attend, speak and vote at any general meeting of the charity and to receive all notices of and other communications relating to any such meeting which a member is entitled to receive, (b) to move a resolution at any general meeting of the charity, and (c) to require a general meeting of the charity to be convened within 21 days of a request to that effect made in writing to the directors or trustees.

7

(1) The Relevant Authority may by order appoint a person to be an officer of a registered social landlord which is a company — (a) in place of an officer removed by the Relevant Authority , (b) where there are no officers , or (c) where the Relevant Authority is of the opinion that it is necessary to have an additional officer in order to ensure that the company complies with a requirement imposed by or under an enactment . (2) A person may be so appointed whether or not he is a member of the company and notwithstanding anything in the company’s articles of association. (3) Where a person is appointed under this paragraph— (a) he shall hold office for such period and on such terms as the Relevant Authority may specify, and (b) on the expiry of the appointment the Relevant Authority may renew the appointment for such period as it may specify. This does not prevent a person from retiring in accordance with the company’s articles of association. (4) A person appointed under this paragraph is entitled— (a) to receive all such communications relating to a written resolution proposed to be agreed to by the company as are required to be supplied to a member of the company; (b) to receive all notices of, and other communications relating to, any general meeting which a member of the company is entitled to receive, and to attend, speak and vote at any such meeting; (c) to move a resolution at any general meeting of the company; and (d) to require a general meeting of the company to be convened within 21 days of a request to that effect made in writing to the directors of the company.

8

(1) The Relevant Authority may by order appoint a person to be an officer of a registered social landlord which is a registered society — (a) in place of a person removed by the Relevant Authority , (b) where there are no officers , or (c) where the Relevant Authority is of the opinion that it is necessary to have an additional officer in order to ensure that the society complies with a requirement imposed by or under an enactment . The power conferred by paragraph (c) may be exercised notwithstanding that it will cause the maximum number of officers permissible under the society’s constitution to be exceeded. (2) A person may be so appointed whether or not he is a member of the society and, if he is not, notwithstanding that the rules of the society restrict appointment to members. (3) A person appointed under this paragraph shall hold office for such period and on such terms as the Relevant Authority may specify; and on the expiry of the appointment the Relevant Authority may renew the appointment for such period as it may specify. This does not prevent a person appointed under this paragraph from retiring in accordance with the rules of the society. (4) A person appointed under this paragraph is entitled— (a) to attend, speak and vote at any general meeting of the society and to receive all notices of and other communications relating to any general meeting which a member of the society is entitled to receive, (b) to move a resolution at any general meeting of the society, and (c) to require a general meeting of the society to be convened within 21 days of a request to that effect made in writing to the committee of the society.

9

(1) This paragraph applies to a registered society whose registration as a social landlord has been recorded by the Financial Conduct Authority . (2) The registered society must notify the Welsh Ministers of any amendment to its rules (including a change in its registered office or name). (3) The reference in sub-paragraph (2) to an amendment to the rules of a society is to be interpreted in accordance with section 149 of the Co-operative and Community Benefit Societies Act 2014 (c. 14).

10

(1) This paragraph applies to a registered social landlord— (a) which is a registered charity and is not a company , and (b) whose registration under this Part of this Act has been recorded by the Charity Commission in accordance with section 3(3). (2) No power contained in the provisions establishing the registered social landlord as a charity, or regulating its purposes or administration, to vary or add to its objects may be exercised without the consent of the Charity Commission . Before giving its consent the Charity Commission shall consult the Relevant Authority .

11

(1) This paragraph applies to a company (including a company that is a registered charity) whose registration as a social landlord has been recorded by the registrar of companies. (2) The company must notify the Welsh Ministers of any change to— (a) its name; (b) the address of its registered office; (c) its articles of association.

12

(1) This paragraph applies to a registered society whose registration as a social landlord has been recorded by the Financial Conduct Authority . (2) The society must notify the Welsh Ministers of a special resolution which it has passed for the purposes of— (a) section 109 of the Co-operative and Community Benefit Societies Act 2014 (“ the 2014 Act ”) (amalgamation of societies), (b) section 110 of that Act (transfer of engagements between societies), or (c) section 112 of that Act (conversion of society into a company etc ), ... (2A) On giving notification under sub-paragraph (2), a society must also provide the Welsh Ministers with a statement about the consultation carried out by the society with its tenants before passing the resolution to which the notification relates. (2B) But the requirement in sub-paragraph (2A) does not apply in respect of a resolution passed for the purposes of paragraph (a) of section 112(1) of the 2014 Act (conversion of society into a company). (3) Any new body created by the amalgamation or conversion or, in the case of a transfer of engagements, the transferee, shall be deemed to be registered as a social landlord forthwith upon the amalgamation, conversion or transfer taking effect. (4) If the society resolves by special resolution that it be wound up voluntarily under the Insolvency Act 1986, the society must notify the Welsh Ministers of the resolution. (5) If an instrument of dissolution is approved in accordance with section 119(3) of the 2014 Act (dissolution of society by instrument), the society to which the instrument relates must notify the Welsh Ministers of the approval. (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13

(1) This paragraph applies to a company whose registration as a social landlord has been recorded by the registrar of companies. (2) If a court makes an order under section 899 of the Companies Act 2006 (sanction of compromise or arrangement with creditors or members) in relation to the company, the company must notify the Welsh Ministers of the order. (3) If a court makes an order under section 900 of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation) in relation to the company, the company must notify the Welsh Ministers of the order. (3A) If a court makes an order under section 901F of the Companies Act 2006 (sanction of compromise or arrangement with creditors or members) in relation to the company, the company must notify the Welsh Ministers of the order. (3B) If a court makes an order under section 901J of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation) in relation to the company, the company must notify the Welsh Ministers of the order. (4) If the company passes a resolution under section 115 of the Co-operative and Community Benefit Societies Act 2014 (conversion of company into registered society), the company must notify the Welsh Ministers of the resolution. (5) If a voluntary arrangement is proposed under Part 1 of the Insolvency Act 1986 in relation to a company, the company must notify the Welsh Ministers of the proposal. (6) If the company resolves by special resolution that it be wound up voluntarily under the Insolvency Act 1986, the company must notify the Welsh Ministers of the resolution. (7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8) Where sub-paragraph (3) , (3B) or (4) applies, the transferee or, as the case may be, any new body created by the conversion shall be deemed to be registered as a social landlord forthwith upon the transfer or conversion taking effect.

13A

(1) The Welsh Ministers may give directions to registered social landlords about— (a) the delivery, form and content of a notification given to the Welsh Ministers under paragraph 9, 11, 12 or 13; (b) the deadline for giving a notification referred to in paragraph (a). (2) The Welsh Ministers may give directions to registered social landlords dispensing with a requirement to give a notification referred to in sub-paragraph (1)(a). (3) A direction under this paragraph may be given generally in respect of all registered social landlords, or in respect of a particular registered social landlord or a particular type of registered social landlord, and may make provision about notifications generally, or about particular notifications or types of notification. (4) A direction may vary or revoke a previous direction under this paragraph. (5) A registered social landlord must comply with a direction under this paragraph.

14

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15

(1) This paragraph applies— (a) where a registered social landlord which is a registered society is dissolved as mentioned in section 119 or 123 of the Co-operative and Community Benefit Societies Act 2014 (dissolution by instrument of dissolution or by winding up) , and (b) where a registered social landlord which is a company (including a company that is a registered charity) is wound up under the Insolvency Act 1986. (2) On such a dissolution or winding-up, so much of the property of the society or company as remains after meeting the claims of its creditors and any other liabilities arising on or before the dissolution or winding-up shall be transferred to the Relevant Authority or, if the Relevant Authority so directs, to a specified registered social landlord. The above provision has effect notwithstanding anything in the Co-operative and Community Benefit Societies Act 2014 , the Companies Act 2006 or the Insolvency Act 1986, or in the rules of the society or, as the case may be, in the articles of the company. (3) In order to avoid the necessity for the sale of land belonging to the registered social landlord and thereby secure the transfer of the land under this paragraph, the Relevant Authority may, if it appears to it appropriate to do so, make payments to discharge such claims or liabilities as are referred to in sub-paragraph (2). (4) Where the registered social landlord which is dissolved or wound up is a charity, the Relevant Authority may dispose of property transferred to it by virtue of this paragraph only to another registered social landlord— (a) which is also a charity, and (b) the objects of which appear to the Relevant Authority to be, as nearly as practicable, akin to those of the body which is dissolved or wound up. (5) In any other case the Welsh Ministers may dispose of property transferred to them by virtue of this paragraph to a registered social landlord. (6) Where property transferred to the Relevant Authority by virtue of this paragraph includes land subject to an existing mortgage or charge (whether in favour of the Relevant Authority or not), the Relevant Authority may, in exercise of its powers under Part III of the Housing Associations Act 1985, dispose of the land either— (a) subject to that mortgage or charge, or (b) subject to a new mortgage or charge in favour of the Relevant Authority securing such amount as appears to the Relevant Authority to be appropriate in the circumstances.

15A

(1) The Welsh Ministers may by regulations provide for any provisions of paragraph 15(2) to (6) to apply in relation to a registered social landlord within sub-paragraph (2)— (a) in such circumstances, and (b) with such modifications, as may be specified in the regulations. (2) A registered social landlord is within this sub-paragraph if— (a) it is a registered charity, and (b) it does not fall within sub-paragraph (1) of paragraph 15. (3) Regulations under this paragraph may in particular provide that any provision of the regulations requiring the transfer of any property of the charity is to have effect notwithstanding— (a) anything in the terms of its trusts, or (b) any resolution, order or other thing done for the purposes of, or in connection with, the termination of the charity in any manner specified in the regulations. (4) Any regulations under this paragraph shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of the National Assembly for Wales .

Management tender

15B

(1) This paragraph applies if the Welsh Ministers are satisfied that a registered social landlord has failed to comply with a requirement imposed by or under an enactment. (2) But this paragraph does not apply if the failure relates only to the registered social landlord's provision of housing in England. (3) The Welsh Ministers may require the registered social landlord to implement a process specified by them for the purpose of— (a) inviting persons to apply to undertake management functions of the registered social landlord, and (b) selecting from the applications and making an appointment. (4) A requirement may relate to— (a) the registered social landlord's affairs generally, or (b) specified affairs. (5) A requirement must include— (a) provision about the constitution of a selection panel (which must include provision for ensuring representation of tenants' interests), (b) provision for ensuring best procurement practice (and consistent with any applicable procurement law), and (c) provision about the terms and conditions on which the manager is to be appointed (including provision about— (i) setting, monitoring and enforcing performance standards, and (ii) resources).

Management tender: supplemental

15C

(1) Before acting under paragraph 15B(3) the Welsh Ministers must give the registered social landlord a notice— (a) specifying grounds on which action might be taken under that paragraph, (b) warning the landlord that the Welsh Ministers are considering action under that paragraph, and (c) explaining the effect of this paragraph. (2) The notice must specify a period during which the registered social landlord may make representations to the Welsh Ministers. (3) The period must— (a) be a period of at least 28 days, and (b) begin with the date on which the registered social landlord receives the notice. (4) The Welsh Ministers must send a copy of a notice under sub-paragraph (1) to any person they think appropriate (having regard, in particular, to any person who provided information as a result of which the notice is given). (5) A notice under sub-paragraph (1) must— (a) refer to section 6A, and (b) indicate whether or to what extent the Welsh Ministers would accept a voluntary undertaking instead of, or in mitigation of, action under paragraph 15B(3). (6) Notice under sub-paragraph (1) may be combined with notice under one or more of the following— (a) sections 50K and 50S, (b) paragraphs 15E and 15G. (7) In imposing a requirement the Welsh Ministers must have regard to views of— (a) relevant tenants, (b) the registered social landlord, and (c) if they think it appropriate, any relevant local housing authority. (8) A registered social landlord may appeal to the High Court against a requirement under paragraph 15B(3).

Management transfer

15D

(1) This paragraph applies if, as a result of an inquiry under paragraph 20 or an audit under paragraph 22, the Welsh Ministers are satisfied that a registered social landlord has failed to comply with a requirement imposed by or under an enactment. (2) But this paragraph does not apply if the failure relates only to the registered social landlord's provision of housing in England. (3) The Welsh Ministers may require the registered social landlord to transfer management functions to a specified person. (4) A requirement may relate to— (a) the registered social landlord's affairs generally, or (b) specified affairs. (5) Transfer is to be on terms and conditions (including as to remuneration) specified in, or determined in accordance with, the requirement. (6) A transferee manager is to have— (a) any power specified in the requirement, and (b) any other power in relation to the registered social landlord's affairs required by the manager for the purposes specified in the requirement (including the power to enter into agreements and take other action on behalf of the registered social landlord).

Management transfer: supplemental

15E

(1) Before acting under paragraph 15D(3) the Welsh Ministers must give the registered social landlord a notice— (a) specifying grounds on which action might be taken under that paragraph, (b) warning the landlord that the Welsh Ministers are considering action under that paragraph, and (c) explaining the effect of this paragraph. (2) The notice must specify a period during which the registered social landlord may make representations to the Welsh Ministers. (3) The period must— (a) be a period of at least 28 days, and (b) begin with the date on which the registered social landlord receives the notice. (4) The Welsh Ministers must send a copy of a notice under sub-paragraph (1) to any person they think appropriate (having regard, in particular, to any person who provided information as a result of which the notice is given). (5) A notice under sub-paragraph (1) must— (a) refer to section 6A, and (b) indicate whether or to what extent the social landlord would accept a voluntary undertaking instead of, or in mitigation of, action under paragraph 15D(3). (6) Notice under sub-paragraph (1) may be combined with notice under one or more of the following— (a) sections 50K and 50S, (b) paragraphs 15C and 15G. (7) In imposing a requirement the Welsh Ministers must have regard to views of— (a) relevant tenants, (b) the registered social landlord, and (c) if they think it appropriate, any relevant local housing authority. (8) A registered social landlord may appeal to the High Court against a requirement under paragraph 15D(3).

Appointment of manager of registered social landlord

15F

(1) This paragraph applies if the Welsh Ministers are satisfied that a registered social landlord has failed to comply with a requirement imposed by or under an enactment. (2) But this paragraph does not apply if the failure relates only to the registered social landlord's provision of housing in England. (3) The Welsh Ministers may— (a) appoint an individual as a manager of the registered social landlord, or (b) require the registered social landlord to appoint an individual as a manager. (4) An appointment or requirement may relate to the management of — (a) the registered social landlord's affairs generally, or (b) specified affairs. (5) Appointment is to be on terms and conditions (including as to remuneration) specified in, or determined in accordance with, the appointment or requirement. (6) A manager is to have— (a) any power specified in the appointment or requirement, and (b) any other power in relation to the registered social landlord's affairs required by the manager for the purposes specified in the appointment or requirement (including the power to enter into agreements and take other action on behalf of the registered social landlord).

Appointment of manager: supplemental

15G

(1) Before acting under paragraph 15F(3) the Welsh Ministers must give the registered social landlord a notice— (a) specifying grounds on which action might be taken under that paragraph, (b) warning the landlord that the Welsh Ministers are considering action under that paragraph, and (c) explaining the effect of this paragraph. (2) The notice must specify a period during which the registered social landlord may make representations to the Welsh Ministers. (3) The period must— (a) be a period of at least 28 days, and (b) begin with the date on which the registered social landlord receives the notice. (4) The Welsh Ministers must send a copy of a notice under sub-paragraph (1) to any person they think appropriate (having regard, in particular, to any person who provided information as a result of which the notice is given). (5) A notice under sub-paragraph (1) must— (a) refer to section 6A, and (b) indicate whether or to what extent the Welsh Ministers would accept a voluntary undertaking instead of, or in mitigation of, action under paragraph 15F(3). (6) Notice under sub-paragraph (1) may be combined with notice under one or more of the following— (a) sections 50K and 50S, (b) paragraphs 15C and 15E. (7) The Welsh Ministers may require a manager to report to them on the affairs specified in the appointment or requirement under paragraph 15F(3). (8) A registered social landlord may appeal to the High Court against an appointment or requirement under paragraph 15F(3).

Amalgamation

15H

(1) This paragraph applies if as a result of an inquiry under paragraph 20 or an audit under paragraph 22, the Welsh Ministers are satisfied that a registered social landlord which is a registered society has failed to comply with a requirement imposed by or under an enactment. (2) But this paragraph does not apply if the failure relates only to the registered social landlord's provision of housing in England. (3) The Welsh Ministers may make and execute on behalf of the society an instrument providing for the amalgamation of the society with another registered society . (4) An instrument providing for the amalgamation of a society (“S1”) with another has the same effect as a special resolution by S1 under section 109 of the Co-operative and Community Benefit Societies Act 2014 (amalgamation of societies by special resolution). (5) A copy of an instrument must 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. (8) Any body created by virtue of an amalgamation must be registered as a social landlord by the Welsh Ministers, and pending registration is to be treated as registered.