Section 54Part 8 — Foreign Limited Liability Companies
Continuation of foreign entities
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Any foreign entity may apply to the Registrar to be registered by way of continu ation as a limited liability company in the Islands by complying with this section and filing (including by permitted electronic means) with the Registrar —
an application for the continuation as a limited liability company executed by one or more auth orised persons, which shall state —
the date on which and jurisdiction where the foreign entity was first formed, registered, incorporated, created or otherwise came into being and the dates on which and the jurisdictions to which the foreign entity ma y have been subsequently migrated;
the name of the foreign entity immediately prior to the filing of the application for the continuation of a limited liability company;
the name of the limited liability company as specified in the registration statement filed in accordance with paragraph
; ( iv ) the future effective date or time (which shall be a date or time certain) of the continuation as a limited liability company if it is not to be effective upon the filing of the application for the cont inuation of the limited liability company and the registration statement; and ( v ) the jurisdiction that constituted the principal place of business or central administration of the foreign entity, or any other equivalent thereto under applicable law, immed iately prior to the filing of the application for continuation of a limited liability company; and ( b ) a registration statement that complies with section 5
that has been executed by one or more authorised persons. ( 2 ) The Registrar shall register an ap plicant if —
the applicant is formed, registered, incorporated or existing in a jurisdiction whose laws permit or do not prohibit the transfer of the applicant in the manner hereinafter provided in this Part (hereinafter in this section referred to as “a relevant jurisdiction”);
the applicant has paid to the Registrar a fee equal to the fee payable on the registration of a limited liability company under section 5(2);
the name of the applicant is acceptable to the Registrar;
the applicant ha s filed (including by permitted electronic means) with the Registrar the documents described in subsection (1);
no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate ( or to take any analogous steps) the applicant in any jurisdiction;
no receiver, trustee, liquidator or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant, 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 whereby the rights of creditors of the applicant are and continue to be suspended or restricted;
the applicant has confirmed that it is able to pay its debts as they fall due;
the application for registration is bona fide and not intended to defraud existing creditors of the applicant;
the applicant has delivered (including by permitted electronic means) to the Registrar an undertaking signed by an authorised person of the applicant that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the applicant;
any consent or approval to the transfer required by any co ntract or undertaking entered into or given by the applicant 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 applicant;
the applicant is f ormed, registered, incorporated or existing in a relevant jurisdiction and the laws of such relevant jurisdiction with respect to transfer have been or will be complied with;
the applicant is constituted in a form that has separate legal personality;
the applicant will, upon registration hereunder, cease to be formed, registered, incorporated or exist under the laws of the relevant jurisdiction;
the applicant, 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 or registered under any law, has applied for and obtained (or will, conditional upon its registration under this Act , be granted) the requisite licence or registration; and
the Registrar is not aware of any other reason why it would be against the public interest to register the applicant.
Subsections (2)(e), (f), (g), (h), (i), (k), (l), (m), (n) and (o) shall be satisfied by filing with the Registrar a voluntary declaration or affidavit of an authorised person of the applicant to the effect that, having made due enquiry, the authorised 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 asse ts and liabilities of the applicant made up to the latest practicable date before making the declaration or affidavit and in determining whether subsection 2(p) has been satisfied, the Registrar may have regard to —
a voluntary declaration or affidavit of an authorised person of the applicant to the effect that, having made due enquiry, the authorised person is of the opinion that the requirements of subsection 2(p) have been met or do not apply; and
such other matters as the Registrar may consider appropriate.
Upon registration of an applicant under this Part, the Registrar shall issue a certificate under the Registrar’s hand and seal of office that the applicant is registered by way of continuation as a limited liability company and specifying the date of such registration, and section 5(4) shall apply mutatis mutandis with respect to such certificate.
The Registrar shall enter in the Register the date of registration of the applicant and may enter such other matters as the Registrar conside rs appropriate pursuant to section 4(2).
From the date of registration of the applicant it shall continue as a limited liability company for all purposes as if incorporated and registered as a limited liability company under and subject to this Act the provisions of which shall apply to the applicant and to persons and matters associated therewith as if the applicant were so incorporated and registered and —
the applicant shall have, but without limitation to the generality of the foregoing —
the capacity to perform all the functions of a limited liability company;
the capacity to sue and to be sued and to defend legal proceedings in its name;
perpetual succession; and
the power to acquire, hold and dispose of property; and
the members of the limited liability company shall have such liability to contribute to the assets of the limited liability company in the event of its being wound up under this Act as is provided under this Act , and in connection with a continuation under t his subsection, rights or securities of, or interests in, the foreign entity that is to be continued as a limited liability company may be exchanged for or converted into cash, property, rights or securities of, or interests in, such limited liability comp any or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another limited liability company or other entity.
This section shall not operate —
to create a new legal en tity;
to prejudice or affect the identity or continuity of the applicant as previously constituted;
to affect the property of the applicant;
to affect any appointment made, resolution passed, vote cast, consent granted or any other act or thing done in relation to the applicant pursuant to a power conferred by any of the charter documents of the applicant or by the laws of the jurisdiction under which the applicant was previously formed, registered, incorporated or existing;
except to the ex tent provided by or pursuant to this Act , to affect the rights, powers, authorities, functions and liabilities or obligations of the applicant or any other person incurred prior to its continuation as a limited liability company in the Islands, or the personal liability of any person therefor; or
to render defective any legal proceedings by or against the applicant and any legal proceedings that could have been continued or commenced by or against the applicant before its registration hereunder may, notwithstanding the registration, be continued or commenced by or against the applicant after registration.
An applicant shall, within ninety days of registration make such amendments, alterations, modifications, variations, deletions and additions, i f any, to its charter documents as are necessary to ensure that they comply with the requirements of this Act as they relate to a limited liability company.
The Registrar shall forthwith give notice in the Gazette of the registration of an applicant un der this Part, the jurisdiction under whose laws the applicant was previously incorporated, registered or existing and the previous name of the applicant if different from the current name.
A person who makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars or to imprisonment for a term of five years, or both.