Industrial and Provident Societies

Industrial and Provident Societies are registered under the Industrial and Provident Societies Acts 1893-2018.

The 1893 Act provides for a society to be registered to engage in any industry, business or trade authorised by its rules. Registration under the Act renders a society a body corporate with limited liability. Industrial and provident societies operate across a wide range of industries, trades and businesses. The biggest and best-known are in the agriculture and food areas. There are also a larger number of group water schemes.

Please note that Fees for Industrial and Provident Societies were changed by Statutory Instrument August 2018. See Fees - Ind and Prov Societies.

Registration of Industrial & Provident Society
In order to register an industrial and provident society, the grouping involved, which must consist of at least seven people, must draw up a set of rules governing the operation of the society. The rules must as a minimum contain the matters required to be provided for by the second Schedule of the Industrial and Provident Societies Act 1893. http://www.irishstatutebook.ie/eli/1893/act/39/enacted/en/print.html

To register as an Industrial & Provident Society, the following must be submitted to the RFS.

  • Form A - Application to register a society
  • Two copies of the Draft Rules (each marked “A”).

Both application and copies of the draft rules must each be signed by seven members of the proposed society and a secretary, who must be the same persons and in the same sequence on all the documents filed. Once a society’s rules have been examined and approved by the Registrar of Friendly Societies, a certificate of registration is issued.

A register of members must be made available at the registered office for inspection (under section 17 and 17a Industrial and Provident Societies Act 1893 as amended by the Friendly Societies and Industrial and Provident Societies (Miscellaneous Provisions) Act 2014).

Link to Forms Page                           Link to Fees Page

As soon as a society is registered, or before that date, it is advisable that a statutory auditor be contacted for advice on the books, which will be necessary to keep for the society’s records and accounts. A statutory auditor must be selected at each annual meeting of the society in accordance with the Acts.

There are a couple of representative groups for co-operatives with whom the Registrar has agreed forms of Model Rules which can be used in the registration of societies. The Irish Co-operative Organisation Society Limited ICOS has agreed Model Rules for straightforward co-operatives, as well as co-operatives involved in horticulture, fishing, sheep breeding and group water schemes. ICOS can also assist in the establishment and registration of a co-operative (a service for which it will charge a fee). Another representative group is the Co-Operative Housing Ireland Society Limited.

Obligations after Registration
Every registered society must:

  • have a registered office in the State to which all communications and notices can be addressed
  • have its name engraved in legible characters upon its seal.
  • at least once a year submit its accounts for audit to a statutory auditor. The annual return shall be submitted no later than-
    (i) 31 October, where the date of its last published balance sheet falls between 1 January and 30 June, and (ii) 30 April, where the date of its last published balance sheet falls between 1 July and 31 December (of the preceding year). 

Beneficial Ownership
The Department of Finance has advised that a Statutory Instrument is expected to be made in the coming months assigning separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps). The Department of Finance has indicated that it is currently on track to have the beneficial ownership elements of the 4th Directive transposed by Q4 2018.

Conversion of a Company to a Society
In order for a company, registered under the Companies Act 2014, to convert to an Industrial and Provident society, Form F270, F233, Form A and proposed new Rules of Society are submitted together.

  • F233 - Special resolution for conversion of company into a society
  • F270 - Declaration by officer of company converting itself into a registered society
  • Form A - Application to register a society (submitted together with the agreed rules of society) 

Registration fee for an Industrial and Provident Society – Non-Model Rules €200.00, Model Rules €100.00. There is also a fee of €15.00 for registration of the special resolution. 

Link to Forms Page                        Link to Fees Page

Post Registration Requirements


Annual Return
After registration, a society must have its accounts audited each year by a statutory auditor. A society must once in every year send a return [section 10(e) of the Friendly Societies and Industrial and Provident Societies (Miscellaneous Provisions) Act 2014] and must be accompanied by audited financial statements.

The annual return shall be submitted no later than-
 (i) 31 October, where the date of its last published balance sheet falls between 1 January and 30 June, and
 (ii) 30 April, where the date of its last published balance sheet falls between 1 July and 31 December (of the preceding year);
Failure to submit an annual return leaves a society liable to prosecution and also to having its registration cancelled. A society whose registration has been cancelled can only have it restored by applying to the Dublin District Court.

Citation for Accounts
Accounts must be submitted with the return each year together with the auditors report under the Industrial and Provident Societies Acts 1893 to 2018.

Checklist for Completion of Annual Return Form
Many documents submitted to the Registry currently have to be returned because of errors. Please follow the points on the checklist to avoid documents being rejected. Societies or unions which are not up-to-date with their filings can be cancelled By the Registrar. 

  • Check the name and registered number and registered office of the society. (These items can be checked on the RFS Online Portal - https://rfs.cro.ie/login).
  • If the registered office has changed, a separate form should be completed to update this information. (form K)
  • Check the number of members - the figure for the beginning of the year should correspond with the number of members at the end of the previous year.
  • The auditor must sign and date the Auditors Report.
  • An annual return form must be accompanied by the filing fee of €40. A cheque/postal order should be made payable to the Registry of Friendly Societies.
  • Please Note: Where the accounts submitted, whether in the auditors report or the directors statement, refer to a "company" or to the "Companies Acts", the submission will be rejected and returned to the presenter for correction. The Companies Acts have no relation to the submission of I&P accounts. Equally where account documents refer to the society type being a "company limited by guarantee" the accounts will be refused. Any reference to the type should be reference to an Industrial and Provident Society. Reference in the auditors report should be that the information is correct "in accordance with the Industrial and Provident Societies Acts, 1893 to 2018".

Amendment of Rules
If a society amends any of its rules, it must apply to the Registrar to have the amendment registered. The Registrar will register the amendment when she/he is satisfied that it is in accordance with statute. An amendment to rule is not valid until it has been registered by the Registrar. Application forms to register amendments to rule are available from the website.  

Partial Amendment - Form B: An application to register a partial amendment of rules must be made by the secretary of the society and must be sent to the Registrar, accompanied by:
(a) a statutory declaration in Form C; and
(b) two copies of the proposed new rulebook (complete) as it has been altered following the changes. The new rules must be signed by three members and the secretary (both copies).

Complete Amendment - Form D: Application to register a complete amendment of rules must be made by the secretary of the society & must be sent to the Registrar, accompanied by:
(a) a statutory declaration in Form C; and
(b) two copies of the proposed new rulebook (complete) as it has been altered following the changes. The new rules must be signed by three members and the secretary (both copies).

Change of Registered Office - Form K
If a society changes its registered office it must notify the Registrar. The appropriate form for notifying the change is available from the website. Link to Forms Page. If a society/union has changed its address, a form must be submitted to the RFS to reflect this change. If the registered office information is incorrect, then the society/union will not be informed where unwanted cancellation action may be initiated by the Registrar. Documents with an error may be returned to the incorrect address and prevent the society/union from meeting its requirements under the Acts. To change the office address, a form must be submitted together with the required fee: Industrial and Provident Society Form K Filing Fee €15.00

Link to Forms Page                               Link to Fees Page

Beneficial Ownership
The Department of Finance has advised that a Statutory Instrument is expected to be made in the coming months assigning separate legal responsibility to the Registrar of Companies for the establishment and maintenance of the central register of beneficial ownership of companies and industrial and provident societies (I&Ps). The Department of Finance has indicated that it is currently on track to have the beneficial ownership elements of the 4th Directive transposed by Q4 2018.

Change of Name, Amalgamation, Transfer of Engagements and Conversion
A society may by special resolution change its name, amalgamate with or transfer its engagements to another society or convert itself into a company. Each of these processes requires that the society applies to the Registrar to have the process registered.  
  
Change of Name
Section 52 of the Industrial and Provident Societies Act 1893 allows a society to apply for a change of name. The resolution required to be passed, approving the name change application, in either of two ways. 

  • A special resolution (75% of the members) is passed at a meeting or
  • An ordinary resolution (50% of the members) is passed at a first meeting and is confirmed subsequently at a second meeting, held not less than 14 days afterwards and not more than a month after the first meeting. 

The following forms must be completed:

  • Form AA - Application for registry of special resolution for change of name (in duplicate) and this form must be accompanied by
  • Form AB - Declaration to accompany any application for registry of a special resolution

Link to Forms Page                                Link to Fees Page

Amalgamation - Industrial and Provident Society
Section 53 of the Industrial and Provident Societies Act 1893 allows for the amalgamation of two or more societies into one society. This amalgamation does not necessarily result in the dissolution of the amalgamating societies. Transfer of property will be deemed to take place unless there is specific reference in the resolution.

The resolution to amalgamate is required to be passed in either of two ways.

  • A special resolution (75% of the members) is passed at a meeting or
  • An ordinary resolution (50% of the members) is passed at a first meeting and is confirmed subsequently at a second meeting, held not less than 14 days afterwards and not more than a month after the first meeting. 

The resolution to amalgamate should also specify the type of amalgamation involved, such as whether two (or more) societies are amalgamating into a new separate society or whether the two (or more) societies are amalgamating and that one of those societies will be the successor society. In order to amalgamate each society must complete:

  • Form AC - Application for registry of special resolution for amalgamation of societies (in duplicate) and this form must be accompanied by
  • Form AB - Declaration to accompany any application for registry of a special resolution.
  • Instrument of amalgamation (the agreed rules) 

Where the new amalgamated society is to have the same name as one of the amalgamating societies, the relevant resolution must specify that the old society with the same name is to be cancelled. The chairman of the old society must supply a letter to the RFS on the society’s headed paper to the effect that the old society has no objection to the use of the same name by the new amalgamated society.

If the amalgamation results in any of the societies involved being cancelled, forms F and J must be submitted.
If the amalgamation results in any of the societies involved being dissolved, the dissolution would follow the procedures set out in sections 58 and 61 of the 1893 Act. The statutory 3-month delay period until the society can be dissolved makes this an unsuitable choice if the new amalgamated society wishes to have the same name as one of the amalgamating societies (Section 5(3) of the 1893 Act).
Only agricultural co-operative societies and fishing co-operative societies (and certain credit union societies) may use an instrument of dissolution. Other types of societies may not be dissolved except through winding up. Section 19(5) of the 1978 Act.

Registration of Transfer of Engagements between Societies
Section 53(2) of the Industrial and Provident Societies Act 1893 provides that a society may by special resolution transfer its engagements to another society. The following forms must be submitted -

  • Form AD - Application for registry of special resolution for transfer of engagements,
  • Form AB - Declaration to accompany any application for registry of a special resolution,
  • Form AE - Declaration by officer of society accepting transfer of engagements and
  • Form F35 - Section 8 Certificate. 

A fee of €15.00 for registration of the special resolution is payable. The Form F35 does not need to be completed and submitted where there is only a partial transfer of engagements. Where there is a complete transfer, the form F35 is submitted subsequent to the registration of the transfer and the society is deemed to be cancelled.

Registration of Transfer of Engagements between Society and a Company
Section 54(1) of the Industrial and Provident Societies Act 1893 provides that a society may by special resolution transfer its engagements to a company. An application for the registration of transfer of engagements with a company requires the special resolution to be submitted together with form AD, AB and AG. Where there is a complete transfer the society is deemed to be cancelled. 

  • Form AD - Application for registry of special resolution for transfer of engagements
  • Form AB - Declaration to accompany any application for registry of a special resolution and
  • Form AG - Declaration by officer of company amalgamating or accepting transfer of engagements
  • Form F35 - Section 8 Certificate. 

A fee of €15.00 for registration of the special resolution is payable. The Form F35 does not need to be completed and submitted where there is only a partial transfer of engagements. Where there is a complete transfer, the form F35 is submitted subsequent to the registration of the transfer and the society is deemed to be cancelled. Where the resolution is being passed regarding a transfer of engagement with a company, there is a requirement that the second meeting be held. (Section 54).

Conversion of a Society to a Company
Forms AF, AB, company constitution and form A1 are required. There is a fee of €15.00 required for the special resolution. Once the society is cancelled, registration as a company can take place. Please see Companies Registration Office (CRO) Information Leaflet 1 regarding Company Incorporation and the various incidental obligations of a company upon incorporation. Incorporation of a company has a filing fee of €100.

  • Form AF - Application for registry of special resolution for conversion into a company
  • Form AB - Declaration to accompany any application for registry of a special resolution
  • Form A1 - Application to incorporate a company 

Form AF requires three signatures. Where the chairman of the second meeting is the same individual who chaired the first meeting, another member of the society should sign the application for registry instead of the chairman of the subsequent second meeting. On incorporation of the new company in the Companies Registration Office, the society registration is cancelled. 

Link to Forms Page                                     Link to Fees Page

Termination


Cancellation
The Registrar can cancel the registration of a society where

  • he/she is satisfied that the number of members has been reduced to less than seven;
  • that registration was obtained by fraud or mistake;
  • the society has ceased to function, if he thinks fit at the request of the society or, with the approval of the Minister for Business, Enterprise and Innovation,
  • it is proved to his/her satisfaction that the society exists for an unlawful purpose, or the society has, after notice from the Registrar, violated any provisions of the Acts.

This latter provision has been used by the Registrar in recent years to cancel the registration of several hundred societies which had failed to furnish annual returns, despite repeated reminders. Cancellation by the society can only take place where the society is up-to-date with its filings and all annual returns have been submitted. The following must be completed and submitted:

  • Form F - Request to cancel registry
  • Form J - Advertisement of Cancelling
  • Postal money order/cheque for the advertisements. 

The advertisement of cancellation must be inserted in Iris Oifigiúil (cost €42) and a local newspaper (circulating in or about the locality in which the registered office of the Society is situated) nominated by the Society but inserted by the RFS.

The Society should obtain the cost of publishing the notice in a newspaper of their choice and forward a postal money order/cheque made payable to the Registry of Friendly Societies for the total amount of advertising in both the paper and the Iris. The notices are then inserted by the RFS on the Society’s behalf.

Restoration of a Society to the Register
Section 9 of the Industrial and Provident Societies Act provides that a society may appeal to the High Court/Circuit court from the cancelling of its registration. 
The Society must file all outstanding annual returns and audited accounts and then request a letter of no objection from the Registrar to the appealing of the cancellation of the Society.

Application must be made to the Circuit Court/High Court to set aside the decision of the Registrar to cancel. A copy of the Circuit Court/High Court order must then be submitted. The document must be certified as being a true copy. There is a fee of €15 for the order.

Dissolution
A society can also be dissolved under the provisions of the Companies Act 2014 in regard to the winding up of companies or by instrument if it a particular type of Industrial and Provident society.

Liquidation
Members: In a members voluntary winding up, form (E1) is submitted together with Form G1 (special resolution) and Form E2 (notice of appointment of liquidator). Upon completion of the process, forms E6 (return of final meeting) and E5 (Liquidators final statement of account) are submitted together with Form 35 (Certificate under section 8). 
Creditors: In a creditors voluntary winding up, form G2 (ordinary resolution) would be submitted together with form E2 (notice of appointment of liquidator). Upon completion of the process, forms E7 (return of final creditors meeting) and E5 (liquidators final statement of account) are submitted together with Form 35 (certificate under section 8). 
Court: In a winding up by the Court, a copy of the order is submitted. When the court order to dissolve the society is sent to the Registrar, the society would be so dissolved upon receipt of the accompanying form 35 (certificate under section 8 1913 Amendment Act).

In all cases the necessary forms E3 and E4 would be submitted by the liquidator annually as required, detailing the ongoing liquidation. The form E5 or court order would indicate that the liquidation had been completed.

Instrument of Dissolution
Another method of dissolution is by means of an instrument of dissolution with the consent and signatures of three fourths of the members. This form of dissolution is only available to agricultural and fishing co-operatives. See Section 4 Industrial and Provident Societies (Amendment) Act 1978. http://www.irishstatutebook.ie/eli/1978/act/23/section/4/enacted/en/html#sec4

  • Form AH – Instrument of Dissolution. (in duplicate).
  • Form AI – Declaration to accompany instrument of dissolution
  • F35 – Section 8 1913 Act Certificate
  • Filing fee €100.

Link to Forms Page                                Link to Fees Page