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Removal of doubts as to validity of conversion of certain friendly societies into companies.
59 & 60 Vict. c. 25.
8 Edw. 7. c. 69.
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1.—(1) Where a registered society purporting to act under section seventy-one of the Friendly Societies Act, 1896, or any similar enactment repealed by that Act, has, before the passing of this Act, passed a special resolution for converting the society into a company under the Companies (Consolidation) Act, 1908, or any enactment repealed by that Act, and has been registered under any such Act, the validity of the special resolution shall not be questioned on the ground that the objects of the company as set forth in the special resolution extend beyond those authorised by the rules of the society at the date of the passing of the resolution, or that in any other respect the requirements of the said section or enactment have not been complied with; and for removing doubts it is hereby declared that section seventeen of the Companies (Consolidation) Act, 1908, relating to the conclusiveness of certificates of incorporation, shall apply in such a case as well as in all other cases:
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Provided that, where the business carried on by the society before conversion included assurance or insurance business of any description, then, as from the passing of this Act, the objects of the company shall not extend beyond those authorised by the rules of the society at the date of the passing of the special resolution, except so far as may be necessary for giving effect to, and for carrying out any assurances, contracts or policies, made, entered into, or issued before the passing of this Act.
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(2) Nothing in this Act shall be construed as prejudicing the right of any such company to alter its memorandum of association with respect to its objects in accordance with the provisions of the Companies (Consolidation) Act, 1908, or as preventing any such company exercising any powers which are merely incidental or ancillary to the principal business carried on by the company.
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