All sections · Part XIII: Protected Cell Companies · Sub-Part V: Dealings with and Arrangements within Protected Cell Companies
238 Transfer of cellular assets from protected cell company
(1) It is lawful, subject to the provisions of subsection (3), for the cellular
assets attributable to any cell of a protected cell company, but not the core
assets of a protected cell company, to be transferred to another person,
wherever resident or incorporated, and whether or not a protected cell
company.
(2) A transfer pursuant to subsection (1) of cellular assets attributable to a
cell of a protected cell company does not of itself entitle creditors of that
company to have recourse to the assets of the person to whom the cellular
assets were transferred.
(3) Subject to subsections (8) and (9), no transfer of the cellular assets
attributable to a cell of a protected cell company may be made except
under the authority of, and in accordance with the terms and conditions
of, an order of the Court under this section (a „cell transfer order“).
(4) The Court shall not make a cell transfer order in relation to a cell of a
protected cell company —
(a) unless it is satisfied —
(i) that the creditors of the company entitled to have
recourse to the cellular assets attributable to the cell
consent to the transfer; or
(ii) that those creditors would not be unfairly prejudiced by
the transfer; and
(b) without hearing the representations of the Authority thereon.
(5) The Court, on hearing an application for a cell transfer order —
(a) may make an interim order or adjourn the hearing, conditionally
or unconditionally;
(b) may dispense with any of the requirements of subsection (4)(a).
(6) The Court may attach such conditions as it thinks fit to a cell transfer
order, including conditions as to the discharging of claims of creditors
entitled to have recourse to the cellular assets attributable to the cell in
relation to which the order is sought.
(7) The Court may make a cell transfer order in relation to a cell of a
protected cell company notwithstanding that —
(a) a liquidator has been appointed to act in respect of the company
or the company has passed a resolution for voluntary winding up;
(b) a receivership order has been made in respect of the cell or any
other cell of the company; or
(c) an administration order has been made in respect of the cell, the
company or any other cell thereof.
(8) The provisions of this section are without prejudice to any power of a
protected cell company lawfully to make payments or transfers from the
cellular assets attributable to any cell of the company to a person entitled,
in conformity with the provisions of this Part, to have recourse to those
cellular assets.
(9) Notwithstanding the provisions of this section, a protected cell company
does not require a cell transfer order to invest, and change investment of,
cellular assets or otherwise to make payments or transfers from cellular
assets in the ordinary course of the company‘s business.
(10) Section 206 shall not apply to a transfer of cellular assets attributable to
a cell of a protected cell company made in compliance with this section.
assets attributable to any cell of a protected cell company, but not the core
assets of a protected cell company, to be transferred to another person,
wherever resident or incorporated, and whether or not a protected cell
company.
(2) A transfer pursuant to subsection (1) of cellular assets attributable to a
cell of a protected cell company does not of itself entitle creditors of that
company to have recourse to the assets of the person to whom the cellular
assets were transferred.
(3) Subject to subsections (8) and (9), no transfer of the cellular assets
attributable to a cell of a protected cell company may be made except
under the authority of, and in accordance with the terms and conditions
of, an order of the Court under this section (a „cell transfer order“).
(4) The Court shall not make a cell transfer order in relation to a cell of a
protected cell company —
(a) unless it is satisfied —
(i) that the creditors of the company entitled to have
recourse to the cellular assets attributable to the cell
consent to the transfer; or
(ii) that those creditors would not be unfairly prejudiced by
the transfer; and
(b) without hearing the representations of the Authority thereon.
(5) The Court, on hearing an application for a cell transfer order —
(a) may make an interim order or adjourn the hearing, conditionally
or unconditionally;
(b) may dispense with any of the requirements of subsection (4)(a).
(6) The Court may attach such conditions as it thinks fit to a cell transfer
order, including conditions as to the discharging of claims of creditors
entitled to have recourse to the cellular assets attributable to the cell in
relation to which the order is sought.
(7) The Court may make a cell transfer order in relation to a cell of a
protected cell company notwithstanding that —
(a) a liquidator has been appointed to act in respect of the company
or the company has passed a resolution for voluntary winding up;
(b) a receivership order has been made in respect of the cell or any
other cell of the company; or
(c) an administration order has been made in respect of the cell, the
company or any other cell thereof.
(8) The provisions of this section are without prejudice to any power of a
protected cell company lawfully to make payments or transfers from the
cellular assets attributable to any cell of the company to a person entitled,
in conformity with the provisions of this Part, to have recourse to those
cellular assets.
(9) Notwithstanding the provisions of this section, a protected cell company
does not require a cell transfer order to invest, and change investment of,
cellular assets or otherwise to make payments or transfers from cellular
assets in the ordinary course of the company‘s business.
(10) Section 206 shall not apply to a transfer of cellular assets attributable to
a cell of a protected cell company made in compliance with this section.
