All sections · Part X: Conversions · Sub-Part III: Conversion of non-cellular company into protected cell company and vice-versa
197 非细胞社会转换为受保护的细胞社会的影响
(1) 如果一个公司根据第196条转为受保护单元公司--。
(a) 他在转换前有权获得的所有资产和权利仍是他的财产和权利。
(b) 它继续受制于所有刑事和民事责任，以及它在紧接这种转换之前所承担的所有合同、债务和其他义务。
(c) 在紧接该转换之前可能由其发起或继续进行的所有诉讼和其他法律程序，可由其以新名称发起或继续进行。
(d) 转换前对其有利或不利的定罪、判决、命令或判刑，转换后可由其执行或对其执行；以及
(e) 除第(2)款外，其成员、股份、资本、资产和负债应根据第196(4)(b)条所述的任何特别决议的规定，在其单位之间以及在其单位与核心单位之间进行分配。
(2) 尽管有第(1)(e)段和第十三部分的规定，在公司转换为受保护单元公司之前与该公司达成交易的任何债权人，就该交易的任何责任而言，对所有核心资产和单元资产（不包括可归属于该转换之后创建的单元的任何单元资产）拥有追索权。除非债权人另有约定。
(3) 如果董事们没有合理的理由相信受保护单元公司和每个单元在转换后会立即满足偿付能力测试，则签署合规声明的每位董事个人有责任向受保护单元公司的核心或单元支付与核心或单元本应支付给债权人的金额相同的款项，但仅适用于第(2)款的规定。
(a) 他在转换前有权获得的所有资产和权利仍是他的财产和权利。
(b) 它继续受制于所有刑事和民事责任，以及它在紧接这种转换之前所承担的所有合同、债务和其他义务。
(c) 在紧接该转换之前可能由其发起或继续进行的所有诉讼和其他法律程序，可由其以新名称发起或继续进行。
(d) 转换前对其有利或不利的定罪、判决、命令或判刑，转换后可由其执行或对其执行；以及
(e) 除第(2)款外，其成员、股份、资本、资产和负债应根据第196(4)(b)条所述的任何特别决议的规定，在其单位之间以及在其单位与核心单位之间进行分配。
(2) 尽管有第(1)(e)段和第十三部分的规定，在公司转换为受保护单元公司之前与该公司达成交易的任何债权人，就该交易的任何责任而言，对所有核心资产和单元资产（不包括可归属于该转换之后创建的单元的任何单元资产）拥有追索权。除非债权人另有约定。
(3) 如果董事们没有合理的理由相信受保护单元公司和每个单元在转换后会立即满足偿付能力测试，则签署合规声明的每位董事个人有责任向受保护单元公司的核心或单元支付与核心或单元本应支付给债权人的金额相同的款项，但仅适用于第(2)款的规定。
Translation for information only. Only the English original is legally binding.
Original wording (English, legally binding): Effects of conversion of non-cellular company into protected cell company
(1) Where a company is converted into a protected cell company by virtue of
of non-cellular company
into protected cell
section 196 —
(a) all property and rights to which it was entitled immediately
before that conversion remain its property and rights;
(b) it remains subject to all criminal and civil liabilities, and all
contracts, debts and other obligations, to which it was subject
immediately before that conversion;
(c) all actions and other legal proceedings which, immediately
before that conversion, could have been instituted or continued
by or against it may be instituted or continued by or against it in
its new name;
(d) a conviction, ruling, order or judgment in favour of or against
it before the conversion may be enforced by or against it after
the conversion; and
(e) subject to subsection (2), its members, shares, capital, assets
and liabilities are attributed between its cells, and between its
cells and the core, in accordance with the terms of any special
resolution which makes such provision as is mentioned in
section 196(4)(b).
(2) Regardless of the provisions of subsection (1)(e) and Part XIII, any
creditor who entered into a transaction with a company before that
company converted into a protected cell company shall have recourse to
all core and cellular assets (other than any cellular assets attributable to a
cell created after that conversion) in respect of any liability for that
transaction, unless the creditor has agreed otherwise.
(3) If the directors had no reasonable grounds for believing that the protected
cell company and each cell would satisfy the solvency test immediately
after the conversion, any director who signed the declaration of
compliance is personally liable to pay to the core or cell of the protected
cell company so much monies as the core or cells had to pay to a creditor
which the core or cells would not have had to pay, but for the provisions
of subsection (2).
of non-cellular company
into protected cell
section 196 —
(a) all property and rights to which it was entitled immediately
before that conversion remain its property and rights;
(b) it remains subject to all criminal and civil liabilities, and all
contracts, debts and other obligations, to which it was subject
immediately before that conversion;
(c) all actions and other legal proceedings which, immediately
before that conversion, could have been instituted or continued
by or against it may be instituted or continued by or against it in
its new name;
(d) a conviction, ruling, order or judgment in favour of or against
it before the conversion may be enforced by or against it after
the conversion; and
(e) subject to subsection (2), its members, shares, capital, assets
and liabilities are attributed between its cells, and between its
cells and the core, in accordance with the terms of any special
resolution which makes such provision as is mentioned in
section 196(4)(b).
(2) Regardless of the provisions of subsection (1)(e) and Part XIII, any
creditor who entered into a transaction with a company before that
company converted into a protected cell company shall have recourse to
all core and cellular assets (other than any cellular assets attributable to a
cell created after that conversion) in respect of any liability for that
transaction, unless the creditor has agreed otherwise.
(3) If the directors had no reasonable grounds for believing that the protected
cell company and each cell would satisfy the solvency test immediately
after the conversion, any director who signed the declaration of
compliance is personally liable to pay to the core or cell of the protected
cell company so much monies as the core or cells had to pay to a creditor
which the core or cells would not have had to pay, but for the provisions
of subsection (2).
