s.56Conversion of an exempted company to a limited liability company
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Section 56Part 8 — Foreign Limited Liability Companies

Conversion of an exempted company to a limited liability company

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Subject to this section, an exempted company (for the purposes of this se ction, a “conversion applicant”) may be reregistered as a limited liability company if —
the conversion applicant passes a special resolution that it should be so reregistered;
an application for reregistration is delivered (including by permitted electronic means) to the Registrar together with the necessary documents; and
the exempted company is not a segregated portfolio company.
The special resolution shall adopt a registration statement of a limited liability company and a LLC agreement in conformity with the requirements of this Act to take effect upon registration of the conversion.
The application shall be signed by a director or authorised person of the conversion applicant, and accompanied by a copy of the registration statement for the conversion applicant as a limited liability company.
The application for reregistration shall be accompanied by a reregistration fee equal to the fee payable on the registration of a limited liability company pursuant to section 57(1).
If, on an application under this section, the Registrar is satisfied that a conversion applicant may be reregistered under this section as a limited liability company, the Registrar shall —
retain (in such form as the Registrar may determine) the application and other documents delivered to the Registrar under this section;
issue to the conversion applicant a certificate of reregistration stating that the conversion applicant has been reregistered as a limited liability company; and
enter such deta ils in the Register in respect of the limited liability company’s reregistration as the Registrar considers appropriate.
Subject to subsection
, upon the issue to a limited liability company of a certificate of reregistration under this section —
the conversion applicant, by virtue of the issue of that certificate, becomes a limited liability company;
the LLC agreement adopted in the special resolution shall take effect accordingly and the conversion applicant shall cease to be registered as an exempted company (and the register of exempted companies shall be - H updated accordingly) and the memorandum and articles of association of the conversion applicant shall cease to have effect accordingly; and
any tax undertaking given to the conversion applicant pursuant to section 6 of the Tax Concessions Act (2018 Revision) shall not apply with respect to any date subsequent to the reregistration and the limited liability company may apply to the Cabinet for an undertaking pursuant to section 58 of this Act . ( 7 ) Subsection (6) shall not operate — ( a ) to create a new legal entity; ( b ) to prejudice or affect the identity or continuity of the conversion applicant; ( c ) to affect the property of the conversion applicant;
to affect any appointment made, resolution passed or any other act or thing done in relation to the conversion applicant pursuant to a power conferred by the memorandum and the articles of association of the conversion applicant or by the laws of the Islands;
except to the extent provided by or pursuant to subsection (6)(b) to affect the rights, powers, authorities, functions and liabilities or obligation s of the conversion applicant or any other person; or
to render defective any legal proceedings by or against the conversion applicant, and legal proceedings that could have been continued or commenced by or against the conversion applicant before its reregistration hereunder may, notwithstanding the reregistration, be continued or commenced by or against the conversion applicant after reregistration.
A certificate of reregistration issued under this section is conclusive evidence that —
the req uirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with; and
the conversion applicant is a limited liability company. PART 10A – REPEALED 56A - H. Repealed 56A - H . Repealed by section 2 of the Limited Liability Companies (Amendment) Act, 2023 [Act 19 of 2023].

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