Section 201Part 12 — Transfer by Way of Continuation
Application for continuation
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Amended by LG13/S2
A body corporate incorporated, registered or existing with limited liability and with or without a share capital under the laws of any jurisdiction outside the Islands (which body corporate is in this Part referred to as a “ registrant ”) may apply to the Registrar to be registered by way of continuation as an exempted company limited by shares under this Act .
The Registrar shall register a registrant if —
the registrant is incorporated, registered or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the registrant in the manner hereinafter provided in this Part (hereinafter in this section referred to as “a relevant jurisdiction”);
the registrant has paid to the Registrar a fee equal to the fee payable on the registration of an exempted company under section 26 ;
the registrant has de livered to the Registrar the documents listed in paragraphs (a) to
of section184(1) (in this Part referred to as “the charter documents”); ( d ) the name of the registrant is acceptable to the Registrar under section 30 or the registrant has undertaken to change the name to an acceptable name within sixty days of registration;
the registrant has fil ed with the Registrar notice of the address of its proposed registered office in the Islands;
the registrant has filed with the Registrar a declaration signed by a director of the registrant that the operations of the registrant will be conducted mainl y outside the Islands;
no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the registrant in any jurisdiction;
no receiver, trustee, administrator or other simil ar person has been appointed in any jurisdiction and is acting in respect of the registrant, its affairs or its property or any part thereof;
no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction wh ereby the rights of creditors of the registrant are and continue to be suspended or restricted;
the registrant is able to pay its debts as they fall due;
the application for registration is bona fide and not intended to defraud existing creditors o f the registrant;
the registrant has delivered to the Registrar an undertaking signed by a director of the registrant that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the registrant;
any conse nt or approval to the transfer required by any contract or undertaking entered into or given by the registrant has been obtained, released or waived, as the case may be;
the transfer is permitted by and has been approved in accordance with the charter documents of the registrant;
the laws of the relevant jurisdiction with respect to transfer have been or will be complied with;
the registrant is constituted in a form or substantially a form which could have been incorporated as an exempted company limited by shares under this Act ;
the registrant will, upon registration hereunder, cease to be incorporated, registered or exist under the laws of the relevant jurisdiction;
the registrant, if it is (or will when registered by way of continuation be) prohibited from carrying on its business in or from within the Islands unless licensed under any law, has applied for and obtained the requisite licence; and
the Registrar is not aware of any other reason why it would be against the public interest to register the registrant.
Paragraphs (g), (h), (i), (j), (k), (m), (n), (o) and (q) of subsection (2) shall be satisfied by fil ing with the Registrar a declaration or affidavit of a director of the registrant to the effect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met, and which declaration or affidavit shall include a statement of the assets and liabilities of the registrant made up to the latest practicable date before making the declaration or affidavit and subsection
shall apply, with any necessary changes, in respect of that declaration or affidavit . ( 4 ) A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an off ence and is liable on summary conviction to a fine of fifteen thousand dollars and to imprisonment for five years.
Without prejudice to Part 9 , a registrant may apply to be provisionally registered by way of continuation as an exempted company limited by shares under this Act .
The Registrar shall provisionally register a registrant if —
the registrant complies with the requirements of paragraphs (a), (c), (e), (f), (g), (h), (i), (j) and (p) of subsection (2); and
the registrant has paid to the Registrar a fee of one thousand five hundred dollars.
Repealed by section 10(c) of the Companies (Amendment) Act, 2024 (Act 3 of 2024) .
The Registrar shall register a registrant which is provisionally registered under this Part upon the require ments of paragraphs (b), (d), (k), (l), (m), (n), (o), (q), (r) and (s) of subsection (2) being met, as to which subsection (3) shall, mutatis mutandis , apply where relevant.
A registrant which is provisionally registered shall —
within sixty days after registration, deliver, to the Registrar details of any changes in the information required by paragraphs (c) and (e) of subsection (2);
file with the Registrar in January of each year following provisional registration, a declaration or affidavit in the form described in subsection (7); and
pay to the Registrar in January of each year following provisional registration, a fee of one thousand dollars.
A registrant which is provisionally registered and which fails to comply with paragraphs (b) and (c) of subsection (9) by 30th June in such year shall cease to be provisionally registered but without prejudice to being provisionally registered anew hereunder upon complying with the requirements of this Part.