CTM40550 | Particular bodies: registered societies: conversion to a Companies Act company and vice versa

Where a registered society converts to a Companies Act company under CCBS14/S112, or a Companies Act company converts to a registered society under CCBS/S115, this does not cause one entity to cease and another to come into being. They are treated as the same legal entity before and after the conversion. No change of UTR should be necessary.

From the date of conversion of a registered society to a Companies Act company, however, the former will no longer be treated as subject to the various special provisions applying to registered societies.

Absent any other changes, such conversions do not generally give rise to any deemed or actual disposal of chargeable assets or distributions and there is no cessation and recommencement of the business. However, the provisions of TCGA92/S126 to S130 (reorganisation of share capital) should be borne in mind (CG51700 onwards).

Where a registered society is a principal member of a group, a conversion will not stop it being the principal member of that group. Furthermore, where the registered society had acquired an asset in an intra-group transaction, the conversion will not lead to an occasion of charge for chargeable gains purposes.