196 Conversion of non-cellular company into a protected cell company

(1) A non-cellular company may be converted into a protected cell company

in accordance with the provisions of this section.

(2) The company cannot be converted unless it has the written consent of the
Authority in accordance with the provisions of Sub-Part II of Part XIII.

(3) The company shall pass a special resolution —

(a) approving the conversion of the company into a protected cell
company;

(b) approving the alteration of its memorandum such as to conform
to the requirements of this Act with respect to with the
memorandum of a company to be incorporated as a protected
cell company;

(4) The special resolution under subsection (3) may also —

(a) approve the alteration of the company‘s articles; and

(b) approve the creation of cells of the protected cell company and
attribute members, shares, capital, assets and liabilities between
those cells and between those cells and the core.


(5) The company shall file with the Registrar —

(a) an extract of the special resolution passed under subsection (3);

(b) its proposed altered memorandum and, if applicable, articles;

(c) a declaration of compliance or an extract thereof; and

(d) a copy of the consent of the Authority under subsection (2).

(6) The declaration of compliance shall include a declaration that —

(a) the protected cell company and each cell will satisfy the solvency
test immediately after the conversion; and

(b) there are no creditors of the company whose interests will be
unfairly prejudiced by the conversion.

(7) Upon receipt of the documents specified in subsection (5), the Registrar
shall —

(a) register the altered memorandum and, if applicable, articles; and

(b) issue a certificate of conversion into protected cell company to
the company in the approved form.

(8) The certificate of conversion into protected cell company shall be signed
by the Registrar and sealed with the Official Seal.

(9) The conversion of the company into a protected cell company shall take
effect from the date of issuance by the Registrar of the certificate of
conversion into protected cell company.