Section 214Part 14 — Segregated Portfolio Companies
Conversions of existing companies
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Where an exempted company has been registered prior to a n application under section 213 (1) t he company shall — ( a ) file with the Registrar a declaration made by at least two directors setting out an accurate statement — ( i ) of the assets and liabilities of the company as at a date within three months prior to the date of the declaration; ( ii ) of any transaction or event which, as at the date of the declaration, has occurred or is expected to occur between the date of the statement of assets and liabilities prepared pursuant to subparagraph (i) and the date of registration of the company as a segre gated portfolio company which, if it had occurred before the date of the declaration, would have caused material changes to the assets and liabilities disclosed in the declaration; ( iii ) that the segregated portfolio company intends to operate, and the ass ets and liabilities which the company proposes to transfer to each of those segregated portfolios; ( iv ) that, on registration as a segregated portfolio company, the company and each segregated portfolio will be solvent; ( v ) that each creditor of the company has consented in writing to the transfer of assets and liabilities into segregated portfolios or alternatively that adequate notice has been given in accordance with subsection
to all creditors of the company and that ninety - five per cent by va lue of the creditors have consented to that transfer of assets and liabilities into segregated portfolios; ( b ) pass a special resolution authorising the transfer of assets and liabilities into segregated portfolios and attach a copy of such resolution to t he declaration in subparagraph (a); and ( c ) where the company is licensed by the Authority under the regulatory laws, obtain the written consent of the Authority and attach a copy of such consent to the declaration referred to in paragraph (a). ( 2 ) For the purposes of subsection (1)(a) (v), adequate notice is given if notice in writing is sent to each creditor having a claim against the company exceeding one thousand dollars.
A director who makes a declaration under subsection (1)(a) without reasonable g rounds or who knowingly makes a false declaration commits an offence and is liable on summary conviction to a fine of five thousand dollars or to imprisonment for one year.
For the avoidance of doubt, the provisions of the Fraudulent Dispositions Act ( 1996 Revision ) shall not apply to an initial transfer of assets and liabilities into segregated portfolios pursuant to a n application under section 213 (1).