- activity
includes the exercise, or purported exercise, of any power under this Act, including the holding of any property or rights;
- administrative services
means services necessary or incidental to the conduct of the society’s business;
- advance secured on third party land
has the meaning given by section 10(4A);
- annual accounts
has the meaning given in section 81B(1) • “the annual business statement” has the meaning given by section 74(1);
- appropriate audit authority
means— (a) the Secretary of State, or (b) if the Secretary of State has delegated functions under section 1252 of the Companies Act 2006 to a body whose functions include receiving the equivalent notice under section 522 or 523 of that Act, that body;
- arrangement contravening section 65
means an arrangement to which subsection (1)(e) of that section applies and such a transaction or arrangement is made “for” a person if—
- associate of the society
means— (a) any subsidiary of the society, other than a subsidiary in respect of which severe long-term restrictions substantially hinder the exercise of rights of the society over the assets or management of that subsidiary, or (b) any associated pension scheme;
- associated undertaking
has the meaning given by section 119A;
- audit committee
means a body which performs— ((a)) the functions referred to in— ((i)) rule 7.1.3 of the Disclosure Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority under the Financial Services and Markets Act 2000;
- Audit Regulation
means Regulation 537/2014 of the European Parliament and of the Council on specific requirements regarding statutory audit of public interest entities and repealing Commission Decision 2005/989/EC;
- authorisation
means authorisation under section 9 or on renewal under section 41 or reauthorisation under section 44;
- ballot
means an electronic ballot or a postal ballot, as the case may be;
- borrowing member
has the meaning given by paragraph 5 of that Schedule;
- Building Societies Act accounts
means Building Societies Act individual accounts and, where required, any Building Societies Act group accounts;
- Building Societies Act group accounts
has the meaning given by section 72E(3)(a) • “Building Societies Act individual accounts” has the meaning given by section 72A(2)(a) •................................ •................................ •................................ • “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;
- Building Societies Act individual accounts
has the meaning given by section 72A(2)(a) •................................ •................................ •................................ • “the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;
- building society
means a building society incorporated (or deemed to be incorporated) under this Act;
- business
includes business the society proposes to carry on;
- business relationship
includes the use of business names and the holding by one individual of offices in more than one body;
- chattels
means— (i) in relation to England and Wales and Northern Ireland, all personal chattels other than things in action and money, and (ii) in relation to Scotland, all corporeal moveables except money;
- collective investment scheme
has the same meaning as in the Financial Services and Markets Act 2000;
- collective money purchase benefit
has the meaning given in section 1 or 52 of the Pension Schemes Act 2021;
- commission
includes any gift, bonus or benefit;
- commodity
means any produce of agriculture, forestry or fisheries, or any mineral, either in its natural state or having undergone only such processes as are necessary or customary to prepare the produce or mineral for the market;
- company
means a company as defined in section 1(1) of the Companies Act 2006 which is a public company limited by shares;
- compensation
includes the provision of benefits in kind;
- competent authority
means the Financial Reporting Council Limited.
- concert party agreement
means an agreement to which section 824 of the Companies Act 2006 applies;
- conditionally
means conditional on the approval of the transfer by the requisite transfer resolutions and on confirmation of the transfer;
- conditions
means conditions to be complied with by a building society and imposed on the grant of authorisation under section 9, on the renewal of authorisation under section 41, on reauthorisation under section 44 or under section 42;
- connected undertaking
means a subsidiary undertaking or an associated undertaking;
- contributory
has the same meaning as in paragraph 9(2) or, as the case may be, paragraph 37(2) of Schedule 15 to this Act.
- corresponding membership right
has the meaning which it bears in section 18(17) of this Act;
- deferred shares
means shares of a class defined by order of the Treasury, in a statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament;
- defined benefits
means retirement benefits payable under a pension scheme which are not money purchase benefits;
- deposit
includes— (a) a loan;
- derivative investment
means an investment of the following kinds— (a) instruments giving entitlements to investments;
- development corporation
means any of the following bodies: (a) in England, a development corporation within the meaning of the New Towns Act 1981;
- direction
means a direction under section 36(3), (5), (6), (7) or (10).
- direction for its recognition
means a direction that the scheme is, to the extent specified in the direction, a scheme recognised by the Commission.
- director
includes any person occupying the position of director, by whatever name called;
- document
means any document issued, received or created by the FCA or the PRA for the purposes of or in connection with this Act.
- electronic address
includes any number or address used for the purposes of receiving electronic communications which are sent electronically;
- electronic communication
means an electronic communication within the meaning of the Electronic Communications Act 2000 the processing of which on receipt is intended to produce writing;
- electronic signature
has the same meaning as in section 7(2) of that Act;
- estate agency work
has the same meaning as in the Estate Agents Act 1979;
- existing director
means any director of a building society in office immediately before the commencement date;
- existing rules
means the rules of a society in force immediately before the commencement date for section 5.
- existing society
means a building society registered at the passing of this Act under the repealed enactments;
- facility limit
has the meaning which it has for the purposes of the Building Societies (Limited Credit Facilities) Order 1987;
- financial services
means any of the following services, that is to say, banking, insurance, investment, trusteeship and executorship;
- financial year
means a financial year of the society with which the business associate is associated;
- financial year of the auditor
means—
- fixed assets
means– (a) land and buildings;
- grant
includes renew;
- group
means a building society and its subsidiary undertakings.
- group accounts
has the meaning given by section 72E(1);
- heritable security
means a security capable of being constituted over any land by disposition or assignation of that interest in security of any debt and of being recorded in the Register of Sasines or, as the case may be, in the Land Register of Scotland and includes a security constituted by a standard security and any other charge enforceable in the same manner as a standard security;
- individual accounts
has the meaning given by section 72A(1);
- industrial and provident society
means a society registered under the Industrial and Provident Societies Act 1965 or, in Northern Ireland, the Industrial and Provident Societies Act (Northern Ireland) 1969;
- insolvency date
means the date on which the building society insolvency order is made, and
- institution
means— (a) a body corporate wherever incorporated;
- intellectual property
includes— (a) any patent, know-how, trade mark, service mark, registered design, copyright or design right;
- interest in shares
includes— and an interest or option falls within sub-paragraph (i) or (ii) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued;
- jointly entitled
means—
- key performance indicators
means factors by reference to which the development, performance or position of the business of the society and any connected undertakings it has can be measured most effectively.
- land services
means services relating to the acquisition, management, development or disposal of land;
- 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.
- leasable chattels
means chattels which are, or are to be, subject to bailment to a person in return for periodical payments by that person under an agreement which may but need not contain provision (or be part of a series of agreements containing provision) for the property in those chattels to become vested in that person;
- liquid assets
means– (a) cash and cash equivalents;
- liquidity insurance facility
means a facility provided by the Bank of England enabling a building society to borrow cash or other relatively liquid assets in exchange for collateral (and “relatively liquid assets” means assets which are more liquid than the collateral provided);
- local authority
means—
- local authority in Great Britain
means any of the following authorities: (a) in England..., a county council, a district council, a London borough council, a parish... council, the Common Council of the City of London, and the Council of the Isles of Scilly;
- long-term incentive scheme
means any agreement or arrangement under which money or other assets may become receivable by a director and which includes one or more qualifying conditions with respect to service or performance which cannot be fulfilled within a single financial year;
- loss of office
includes, in relation to a director or other officer of a building society holding office in any other body by virtue of his position in that society, the loss of that office;
- managing investments
means activity of the kind specified in paragraph 14 of Part II (activities constituting investment business) of Schedule 1 to the Financial Services Act 1986;
- market maker
means, subject to subsection (10) below, a person who holds himself out as willing at all normal times to buy or sell at a price specified by him securities, commodities or currencies of a particular description;
- memorandum
has the meaning given by paragraph 1 of Schedule 2 to the Act;
- merger
means an amalgamation of building societies under section 93 or a transfer of all the engagements of one building society to another under section 94;
- merger statement
means a statement containing the requisite particulars of a merger proposal;
- mobile home
has the same meaning as “caravan” in Part I of the Caravan Sites and Control of Development Act 1960;
- mobile home loan
means a loan under section 15;
- 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;
- modify
includes amend, add to or repeal.
- mortgage
means a heritable security, “mortgagor” and “mortgagee” mean respectively the debtor and creditor in a heritable security and connected expressions shall be construed accordingly.
- mutual society
has the same meaning as in section 3 of that Act.
- network
means an association of persons, other than a firm, co-operating in audit work by way of—
- non-cash asset
means any property or interest in property other than cash and a reference to the acquisition of a non-cash asset includes the creation or extinction of an estate or interest in, or a right over, any property and also the discharge of any person’s liability, other than a liability for a liquidated sum.
- notice
means written notice but includes a notice in an electronic communication to the extent only that this Act provides for the manner in which the notice may be given electronically, and “notice to” and “notify” shall be construed accordingly;
- ordinary resolution
means a resolution which will be effective without being passed as a special resolution or borrowing members’ resolution;
- overseas deposit
means a deposit which is accepted by a branch or agency of the society in a country or territory outside the United Kingdom and is repayable in such a country or territory;
- own funds
means own funds as defined in Article 4(1)(118) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council;
- participating interest
means an interest in the shares of the undertaking held on a long term basis for the purpose of securing a contribution to the activities of the society (or group) by the exercise of control or influence arising from or related to that interest.
- partner
includes a member of a limited liability partnership;
- partnership
includes a limited liability partnership and a partnership constituted under the law of a country or a territory outside the United Kingdom;
- pension scheme
has the meaning assigned to “retirement benefits scheme” by section 611 of the Income and Corporation Taxes Act 1988;
- personal equity plan
means a plan for the purposes of section 333 (personal equity plans) of the Income and Corporation Taxes Act 1988;
- prescribed
means prescribed by regulations under this subsection.
- prescribed amount
means £1 or such other amount as the Treasury prescribe by order made by statutory instrument.
- prescribed band
has the meaning given by paragraph 9(1) above;
- prohibited trust
means a trust which is either— (a) a trust under which the majority in number of the beneficiaries who are for the time being ascertained are non-charitable corporate bodies, or (b) a trust of funds in a pension scheme which includes provisions requiring the investment of any of those funds in shares in or deposits with a building society of which the trustee is a subsidiary. • “relevant investment” means— (a) any share or corresponding membership right in a body corporate, and (b) any other asset, right or interest falling within any paragraph of Part I (investments) of Schedule 1 to the Financial Services Act 1986;
- property
includes rights of any description;
- protected site
has the same meaning as in the Mobile Homes Act 1983.
- provision of funds
includes anything else which, by virtue of subsection (5) above, a society is not precluded from doing by subsection (1) above;
- qualifying day
means the day specified in the transfer agreement as the qualifying day for the purposes of this subsection.
- qualifying selection procedure
means—
- qualifying shareholding date
has the same meaning as it has for the purposes of paragraph 23 above;
- qualifying time deposit
has the meaning given by section 866(2) and (3) of the Income Tax Act 2007;
- quarter day
has the same meaning as in sections 6 and 7.
- raise funds
means, subject to subsection (8) above, raise funds by the issue of shares or other securities;
- recognised clearing house
has the meaning given in section 285(1)(b) of the Financial Services and Markets Act 2000;”. • “securities” means shares, stock, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme and other securities of any description.
- registered land
means land the title to which is registered under Part III of the Land Registration Act (Northern Ireland) 1970.”
- regulated terms
means any terms of a transfer agreement which are regulated terms under section 99, section 100 or section 102;
- relatively liquid assets
means assets which are more liquid than the collateral provided);
- relevant aggregates
means the aggregates shown under paragraph 1(1)(a) to (h).
- relevant British overseas territories
means the Channel Islands, the Isle of Man and Gibraltar;
- relevant deposit
means— (a) an “eligible deposit” within the meaning given by paragraph 15C(1) of Schedule 6 to the Insolvency Act 1986 (categories of preferential debts) or a deposit of the kind mentioned in paragraph 15BB of that Schedule;
- relevant insurance
means insurance falling within section 69(3)(d).
- relevant investment
means— (a) any share or corresponding membership right in a body corporate, and (b) any other asset, right or interest falling within any paragraph of Part I (investments) of Schedule 1 to the Financial Services Act 1986;
- relevant lawyer
means a barrister, advocate, solicitor or other legal representative communications with whom may be the subject of a claim to professional privilege;
- remuneration
includes payments in respect of expenses and benefits in kind;
- representative joint borrowers
means that one of the joint borrowers who is named first in the records of the society.
- representative joint holder
means that one of the joint holders who is named first in the records of the society.
- residential property
has the meaning given by section 5(10);
- resolution for voluntary winding up
means a resolution passed under section 88(1) of this Act.
- restricted transaction or arrangement
means any transaction or arrangement falling within section 65(1) particulars of which are required to be included in that statement;
- retirement benefits
has the meaning assigned to “relevant benefits” by section 612(1) and (2) of that Act.
- revoke
means revoke under section 43(1).
- scheme manager
has the same meaning as in the Financial Services and Markets Act 2000.
- securities
means shares, stock, debentures, debenture stock, loan stock, bonds, units of a collective investment scheme and other securities of any description.
- security on land
includes any right or power in or over land to secure the payment of a debt and “secured on land” has a corresponding meaning;
- services relating to land
means any service relating to the acquisition, management, development or disposal of land;
- share option
means a right to acquire shares;
- shareholder and depositor
includes a potential shareholder or depositor;
- shareholding member
has the meaning given by paragraph 5 of Schedule 2 to this Act;
- shares
means shares (whether allotted or not) in any connected undertaking of the society, and includes a share warrant as defined by section 779(1) of the Companies Act 2006;
- small business
means any person (other than an individual acting as a sole trader) carrying on a business which had a turnover in the relevant financial year of less than £6,500,000.
- special resolution
has the meaning given by paragraph 27 of Schedule 2 to this Act;
- specified
means specified, or of a description specified, in regulations under subsection (9B).
- specified period
means such period (not more than two years) before the date of the requisition as is specified in the rules.
- statutory provisions
includes the provisions of any instrument made under this Act.
- subsidiary
has the meaning given by section 736 of the Companies Act 1985;
- summary financial statement
has the meaning given by section 76(1);
- the 2007 Act
means the Building Societies (Funding) and Mutual Societies (Transfers) Act 2007;
- the applicable winding up legislation
means the companies winding up legislation as so modified.
- the appropriate authority
means— (a) in relation to a building society which is a PRA-authorised person, the PRA;
- the body under investigation
means the building society whose affairs or, as the case may be, the building society whose affairs, and each connected undertaking of the building society whose affairs, are the subject of the investigation;
- the commencement date
means the commencement date for sections 60 and 61;
- the Companies Acts
has the meaning given by section 2(1) of the Companies Act 2006;
- the companies winding up legislation
means the enactments applicable in relation to England and Wales, Scotland or Northern Ireland which are specified in paragraph 1 of Schedule 15 to this Act (including any enactment which creates an offence by any person arising out of acts or omissions occurring before the commencement of the winding up).
- the court
means the High Court or, as the case may be, the Court of Session.
- the Disqualification Act
means the Company Directors Disqualification Act 1986.
- the existing enactments
means the enactments in force at the passing of this Act, including any enactment amended by Schedule 18 to this Act.
- the FCA
means the Financial Conduct Authority;
- the financial year
means the financial year to which the statement under section 68(3) relates;
- the inspectors
means the persons appointed... under section 56 to conduct the investigation;
- the investigation
means the investigation under section 56 which the inspectors have been appointed to hold;
- the minimum requirement for own funds and eligible liabilities
means the minimum requirement set by the Bank of England in a direction under section 3A(4B)(a) of the Banking Act 2009;
- the PRA
means the Prudential Regulation Authority;
- the principal business of a building society
means the business of raising funds (whether by the issue of shares or receiving deposits) for the purposes of the society or of making advances secured on land;
- the purposes of its supervisory functions
means the purposes of the discharge by the FCA or the PRA of any of their respective functions under Part I, sections 36, 36A, 37, 42B, 42C and 46A, Part X and section 107.
- the relevant accounts
means the accounts which, immediately before the closing date for the nomination of candidates, were the accounts last prepared by the society under section 72A or 72E and “liquid assets” and “fixed assets”, in the case of societies which produce IAS individual accounts or IAS group accounts, have the same meaning as given in section 6(16).
- the relevant period
means the period beginning at the end of the last financial year and ending with the date which falls 14 days before the annual general meeting following the end of that year.
- the repealed enactments
means the Building Societies Act 1962 or the Building Societies Act 1874 or, in relation to Northern Ireland, the Building Societies Act (Northern Ireland) 1967;
- the requisite majority
means a majority of the members having the right to attend and vote at a general meeting of the company, being a majority together holding not less than 75 per cent in nominal value of the shares giving that right;
- the requisite period
means the period beginning two years before the end of the qualifying day and ending immediately before the vesting date;
- the requisite protective provisions
means the provisions required to be made by section 101(2);
- the requisite transfer resolutions
has the meaning given by subsection (4)(c) above;
- the specified date
means the date specified by the society as the final date for the receipt of appointments of proxies to vote at the meeting.
- the vesting date
means the date specified in or determined under the transfer agreement as the vesting date for the purposes of subsection (6) above.
- the voting date
means— (a) in the case of an election at a meeting, the date of the meeting, except where paragraph (c) below applies;
- total audit remuneration received
means the total remuneration received for the auditing pursuant to legislation (including that of countries and territories outside the United Kingdom) of any accounts of any person.
- transaction
includes any act;
- transaction contravening section 65
means a transaction to which subsection (1)(a), (b), (c) or (d) of that section applies and an “arrangement contravening section 65” means an arrangement to which subsection (1)(e) of that section applies and such a transaction or arrangement is made “for” a person if—
- transfer agreement
means the agreement required by subsection (4)(b) above and, in relation to it, “conditionally” means conditional on the approval of the transfer by the requisite transfer resolutions and on confirmation of the transfer;
- transfer of business
means the transfer of the business of a building society to its successor under this section and “transfer” has a corresponding meaning;
- transfer proposal
has the same meaning as in Part IA of Schedule 17;
- transfer proposal notification
means a transfer proposal notification (within the meaning of that Part) required to be sent to members by paragraph 5B(1) of that Schedule.
- transfer regulations
means regulations under section 102;
- transferable instrument
means an instrument which embodies a transferable right to receive an amount referable to a deposit with the society.
- trust
includes arrangements— (a) which have effect under the law of a country or territory outside the United Kingdom;
- voting date
has the meaning given by paragraph 23(6) above.