High Court Clarifies Whether The Conversion Of A Company To A Registered Society Creates A New Legal Entity

• Published date: 24 August 2021
• Law Firm: Winckworth Sherwood
• Author: Sarah Grant (Trainee Solicitor) and Joanna Bussell

HHJ Paul Matthews in the recent case of Mount Wellington Mine Ltd v Renewable Energy Co-operative Limited has provided clarification on whether the conversion of a company to a registered society, under the Co-Operative and Community Benefit Societies Act 2014 ('CCBS 2014'), creates two separate legal entities.

The Case

The question of the effect of conversion was brought before the High Court as part of proceedings brought by the claimant Mount Wellington Mine Ltd ('MWML'). The case encompassed several additional points; however, this commentary will focus upon the effect of conversion.

MWML was the landlord under a lease granted to Renewable Energy Co-operative ('the Company'). During the term of the lease, the Company legitimately converted to a registered society under s115 CCBS 2014 to become Renewable Energy Co-operative Limited ('the Society').

A dispute arose under the lease, which was resolved in favour of the Society by way of arbitration. MWML's...