198 Conversion of protected cell company into non-cellular company

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

(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 non-cellular company.

(4) The special resolution under subsection (3) may also approve the
alteration of the company‘s articles.

(5) A cell of the company shall, if cell shares have been issued in respect of
it, pass a special resolution approving the conversion of the company into
a non-cellular company.


(6) Subject to subsections (7) and (8), 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;

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

(e) an extract of the special resolution of each cell of the company.

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

(a) the company satisfies the solvency test; and

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

(8) Upon receipt of the documents specified in subsection (6), the Registrar
shall —

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

(b) issue a certificate of conversion into an ordinary company or
protected cell company, as the case may be, to the company in
the approved form.

(9) The certificate of conversion into an ordinary company or international
business company, as the case may be, shall be signed by the Registrar
and sealed with the Official Seal.

(10) The conversion of the company into a non-cellular company shall take
effect from the date of issuance by the Registrar of the certificate of
conversion into ordinary company or international business company, as
the case may be.