How to cancel or dissolve your society.
Your society will remain registered under mutuals legislation until action is taken to dissolve any assets and cancel registration.
Dissolution is a process for distributing the assets of a solvent society.
Cancellation is the last process, where a society’s registration under mutuals legislation is ended.
It is important to get the process right to ensure any assets are properly distributed, and that property is dealt with lawfully. If you are unsure on the steps you need to follow, your society should take legal advice.
Insolvent societies
If your society has debts or liabilities that it cannot pay when they become due, it may be insolvent. If your society is insolvent, you need to follow the requirements of the Insolvency Act 1986, as modified for mutual societies. Find out more from the Insolvency Service[1].
If your society is insolvent, your insolvency practitioner will submit the relevant paperwork to us.
Societies with assets
If your society has minimal assets (under £1000), you may not need to follow a full dissolution process. Instead, you could request cancellation of registration (see below).
If your society does have assets, you may need to take steps to ensure these are lawfully distributed to those entitled to them.
Dissolving a society
Most societies look to the ‘instrument of dissolution’ process set out in mutuals legislation. While the process varies depending on the type of society you are, generally you:
- check your registered rules to see if they specify who can receive any surplus funds on dissolution
- write an ‘Instrument of Dissolution’ setting out your assets, liabilities, and who you intend to distribute them to
- create accounts running up to the date of the instrument of dissolution
- get agreement from members to proceed with the instrument of dissolution
- submit that instrument to us for registration
Once we receive an instrument of dissolution we will:
- check that it meets the legal requirements
- check that we have accounts from you made up to the date of the instrument of dissolution (for instance, if the instrument date is 31 March, the accounts must be made up to 31 March for that same year)
- register the instrument of dissolution
- arrange for the instrument of dissolution to be advertised in the Gazette and a local newspaper
- provide you with confirmation of registration and advertisement
Once the instrument is advertised, people with an interest in the society’s funds can challenge the intended dissolution in the courts. This can happen within 3 months of the end of your financial year. Societies generally wait until this period has passed before distributing any assets.
Cancelling a registration
If your society has been dissolved, whether you need to take further action depends on the type of society you are. Please see ‘Next steps’ below.
If your society has not needed to dissolve first, you may apply for your registration to be cancelled through the ‘Request to Cancel[2]’ form.
This is generally used where a society has no or minimal funds (less than £1000), or perhaps registered but never really started trading.
Next steps
Co-operative and community benefit societies
For dissolution:
- Review this note on ending registration[5]
- Complete and submit this Instrument of Dissolution form[6]
- Provide accounts up to the date of the instrument of dissolution
For cancellation:
- If it follows dissolution, once the dissolution is completed you will be asked to complete the s126 certificate in Great Britain[7], or the s68 certificate for societies in Northern Ireland[8].
- Otherwise, use the ‘Request to Cancel’[9] form to apply for cancellation of registration.
Credit unions
Apply to cancel your FSMA authorisation[3]
For dissolution:
- complete and submit this Instrument of Dissolution form[6]
- provide accounts up to the date of the instrument of dissolution
For cancellation:
- if it follows dissolution, once the dissolution is completed you will be asked to complete the s126 certificate in Great Britain[7], or the art71 certificate for credit unions in Northern Ireland[10].
- otherwise, use the ‘Request to Cancel’[9] form to apply for cancellation of registration
Friendly Societies Act 1974
If your society is authorised under the Financial Services and Markets Act 2000 (FSMA), please ensure you have applied to cancel your FSMA permissions. For further details:
- for PRA-authorised firms, see their website[10]
- for FCA-authorised firms, read this page[4]
For dissolution:
- read this information note[10]
- complete and submit the Instrument of Dissolution Form[11]
- make sure you have submitted your latest annual return and accounts
For cancellation:
- following completion of a dissolution process, cancellation of registration automatically follows. You do not need to submit anything else
- if the society has not been dissolved, use the ‘Request to Cancel[14]’ form to apply for cancellation of registration (an information note is available[11])
Friendly Societies Act 1992
If your society is authorised under the Financial Services and Markets Act 2000 (FSMA), please ensure you have applied to cancel your FSMA permissions. For further details:
- for PRA-authorised firms, see their website[15]
- for FCA-authorised firms, read this page[16]
For dissolution:
- read this information note[9]
- complete and submit the Instrument of Dissolution Form [10]
- make sure you have submitted your latest annual return and accounts
For cancellation:
- following completion of a dissolution process, cancellation of registration automatically follows. You do not need to submit anything else.
- if the society has not been dissolved, use the ‘Request to Cancel’[19] form to apply for cancellation of registration (an information note is available[20])
Building Societies
Apply to cancel your FSMA authorisation[21].
Please contact [email protected] for further information.
Effect of cancelling a registration
When you cancel or dissolve your society, it is no longer registered with us. This means:
- the Mutuals Public Register[6] will show it as ‘Deregistered’
- for societies with legal personality (eg, co-operatives and community benefit societies), you are no longer a body corporate
- members lose their limited liability and could be personally liable if things go wrong
Once a society is cancelled, we cannot restore its registration. Societies could apply to register a new society under a different name. We would then assess whether it meets the conditions for registration.
How to register a new society[7].
When we can cancel a registration
- for co-operatives and/or community benefit societies, it has fewer than 3 members (2 for registered societies)
- the society was registered by fraud or mistake
- the society ceases to exist
- there’s proof that the society exists for an illegal purpose
- the society has, after notice by the FCA, wilfully violated the provisions of the Act
- the society is not meeting its condition for registration eg it is no longer a co-operative society
We publish details of cancellations[8] on this page, and reference particular cancellations in our annual updates.[9]
