Section 210Part 13 — Re-registration
Ordinary non - resident company may be re - registered as exempted company
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Subject to this section and section 211 , an ordinary non - resident company may be re - registered as an exempted company if —
the company passes a special resolution that it should be so re - registered; and
an application for re - registration is delivered to the Registrar together with the necessary docum ents.
Such special resolution shall —
make such alterations in the company ’ s memorandum of association as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of associa tion of an exempted company; and
make such alterations in the company ’ s articles of association as are requisite in the circumstances.
Such application shall be signed by a director of the company, and accompanied by —
a copy of the memorandum and articles as altered by the special resolution; and
a declaration by a director of the company that the operation of the company will be conducted mainly outside the Islands.
A special resolution that an ordinary non - resident company be re - regis tered as an exempted company may change the company ’ s name to any name by which an exempted company could be registered.
The application shall be accompanied by a re - registration fee equal to the fee payable on the registration of an exempted company u nder section 26 . 211. Effect of re - registration of ordinary non - resident company as an exempted company 211 . ( 1 ) If, on an application under section 210 , the Registrar is satisfied that an ordinary non - resident company may b e re - registered under that section as an exempted company, that person shall —
retain the application and other documents delivered to that person under the section; and
issue to the company a certificate of re - registration stating that the company has been re - registered as an exempted company. ( 2 ) Upon the issue to a company of a certificate of re - registration under this section — ( a ) the company, by virtue of the issue of that certificate, becomes an exempted company; and ( b ) any alterations in th e memorandum and articles set out in the special resolution take effect accordingly: Provided that the foregoing shall not operate —
to create a new legal entity;
to prejudice or affect the identity or continuity of the company;
to affect th e property of the company;
to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles of association of the company or by the laws of the Islands;
to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or
to render defective any legal proceedings by or against the company, and legal proceedings that could have been co ntinued or commenced by or against the company before its re - registration hereunder may, notwithstanding the re - registration, be continued or commenced by or against the company after re - registration. ( 3 ) The certificate of re - registration is conclusive ev idence — ( a ) that the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and ( b ) that the company is an exempted company. 211A. Exempted company may be re - registered as an ordinary resident company 211A .( 1 ) Subject to this section and section 211B, an exempted company may be re - registered as an ordinary resident company if — (a) the company passes a special resolution that it should be so re - registered; and (b) an application for re - registration is delivered to the Registrar together with the necessary documents and fee set out in subsections (4) and (5) respectively. (2) A special resolution under subsection (1)(a) shall — (a) make alterations in the company’s memorandum of a ssociation as are necessary to bring it in substance and in form into conformity with the requirements of this Act with respect to the memorandum of association of an ordinary resident company; and (b) make alterations in the company’s articles of associ ation as are requisite in the circumstances. (3) A special resolution under subsection (1)(a) may change the exempted company’s name to any name by which an ordinary resident company is able to be registered. (4) An application under subsection (1)(b) shall be signed by a director of the company and accompanied by a copy of the memorandum and articles as altered by the special resolution under subsection (1)(a). (5) An application under subsection (1)(b) shall be accompanied by a re - registration fee equal to the fee payable on the registration of an ordinary resident company under section 26. 211B. Effect of re - registration of an exempted company as an ordinary 211B .( 1 ) If, on an application under section 211A, the Registrar is satisfied that an ex empted company may be re - registered as an ordinary resident company, the Registrar shall — (a) retain the application and other documents delivered by an applicant under section 211A(4); and (b) issue to the company a certificate of re - registration stat ing that the company has been re - registered as an ordinary resident company. (2) Subject to subsection (4), upon the issue of a certificate of re - registration to a company under subsection (1)(b) — (a) the company, by virtue of the issue of that certificate, becomes an ordinary resident company; and (b) any alterations in the memorandum and articles set out in the special resolution take effect accordingly. (3) Any tax undertaking given to the company pursuant to section 6 of the Tax Concessions Act (2018 Revision) shall not apply from the date of the re - registration. (4) The issue of a certificate of re - registration to a company under subsection (1)(b) shall not operate — (a) to create a new legal entity; (b) to prejudice or affect the identity or continuity of the company;
to affect the property of the company;
to affect any appointment made, resolution passed or any other act or thing done in relation to the company pursuant to a power conferred by the memorandum and the articles o f association of the company or by the laws of the Islands;
to affect the rights, powers, authorities, functions and liabilities or obligations of the company or any other person; or
to render defective any legal proceedings by or against the c ompany. (5) Any legal proceedings that could have been continued or commenced by or against the company before its re - registration may, notwithstanding the re - registration, be continued or commenced by or against the company after re - registration.
A certificate of re - registration issued under subsection (1)(b) is conclusive evidence —
that the requirements of this Act in respect of registration and of matters precedent and incidental to the registration have been complied with; and
that t he company is an ordinary resident company.
Cross References
- Section 6 of Tax Concessions Act
Reference to Tax Concessions Act