Section 42Part 8 — Foreign Limited Liability Companies
Power to compromise with creditors and members
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Where a compromise or arrangement is proposed between a limited liability company and its creditors or any class of them, or between the limited liability company and its members or any class of them, the Court may, on the application of the limited liability company or of any creditor or member of the limited liability company, or where a limited liability company is being wound up, of the liquidator, order a meeting of the creditors or class of creditors, or of the members of the limited liability company or class of members, as the case may be, to be summoned in such manner as the Court directs.
If a majority in number representing se venty - five per cent in value of the creditors or class of creditors, or members or class of members, as the case may be, present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement s hall, if sanctioned by the Court, be binding on all the creditors or the class of creditors, or on the members or class of members, as the case may be, and also on the limited liability company or, where a limited liability company is in the course of bein g wound up, on the liquidator and contributories of the limited liability company.
An order made under subsection (2) shall have no effect until a copy of the order has been delivered to the Registrar for registration, and a copy of every such order sh all be annexed to every copy of the LLC agreement of the limited liability company issued after the order has been made.
If a limited liability company makes default in complying with subsection (3), the limited liability company and every manager of t he limited liability company who is in default shall be liable to a fine of two dollars for each copy in respect of which the default is made. 43. Provision for facilitating reconstruction and amalgamation of limited liability companies 43 . ( 1 ) Where an application is made to the Court under section 42 for the sanctioning of a compromise or arrangemen t proposed between a limited liability company and any such persons as are specified in that section, and it is shown to the Court that the compromise or arrangement has been proposed for the purpose of or in connection with a scheme for the reconstruction of any limited liability company or companies or the amalgamation of any two or more companies (including any limited liability company), and that under the scheme the whole or any part of the undertaking or the property of any limited liability company c oncerned in the scheme (in this section referred to as a “transferor company”) is to be transferred to another company (including any limited liability company) (in this section referred to as the “transferee company”) the Court, may either by the order sa nctioning the compromise or arrangement or by any subsequent order make provision for —
the transfer to the transferee company of the whole or any part of the undertaking and of the property or liabilities of any transferor company;
the allotting o r appropriation by the transferee company of any LLC interests shares, debentures, policies, or other like interest (as applicable) in the transferee company which under the compromise or arrangement are to be allotted or appropriated by the transferee com pany to or for any person;
the continuation by or against the transferee company of any legal proceedings pending by or against any transferor company;
the dissolution, without winding up, of any transferor company;
the provisions to be made for any person who within such time and in such manner as the Court directs dissents from the compromise or arrangement; and
such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is f ully and effectively carried out. ( 2 ) Where an order under this section provides for the transfer of property or liabilities, that property shall, by virtue of the order, be transferred to and vest in, and those liabilities shall, by virtue of the order, b e transferred to and become the liabilities of, the transferee company, and any such property shall, if the order so directs, be freed from any charge which is, by virtue of the compromise or arrangement, to cease to have effect. ( 3 ) Where an order is made under this section, every limited liability company in relation to which the order is made shall cause a copy thereof to be delivered to the Registrar for registration within seven days after the making of the order, and if default is made in complying wi th this subsection, the limited liability company and every manager of the limited liability company who is in default shall be liable to a fine of two hundred dollars for each day that such default continues, which penalty shall be a debt due to the Registrar. ( 4 ) In this section — “ property ” includes property, rights and powers of every description; “ liabilities ” includes duties; and “ transferee company ” means any limited liability company or body corporate established in the Islands or in any other juris diction.