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Introductory Text
PART 1
1.Citation and commencement
2.Interpretation: general
3.Meaning of “group of cells”
PART 2
4.Amendment of FSMA
5.Amendment of the Regulated Activities Order
6.Amendment of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013
7.Limitation on transformer vehicles’ activities
8.Disapplication of Part 12 of FSMA
9.Transformer vehicles which are not Solvency 2 special purpose vehicles
PART 3
10.Meaning of “qualified investor”
11.Investments to be offered only to qualified investors
PART 4
CHAPTER 1
12.Overview
CHAPTER 2
SECTION 1
13.Method of forming a protected cell company
14.Application to register a protected cell company
15.Application for permission to carry out a regulated activity
16.Applications for approval of persons
17.The name of a protected cell company
18.Particulars of directors
19.Instrument of incorporation: requirements
20.Instrument of incorporation: model articles
21.Requirements for registration
22.Representations against refusal of registration
23.Registration and certificates of incorporation
24.Registration: notification to appropriate registrar
25.Effect of registration
SECTION 2
26.Changes to name and registered office
27.FCA’s approval for amendments to instrument of incorporation
28.Procedure when refusing approval of proposed amendment
29.Notification of appropriate registrar
SECTION 3
30.Register of protected cell companies
31.Registered numbers
32.Information on register
33.Directors: residential addresses and dates of birth
34.Delivery of documents to the FCA
35.Keeping of records by the FCA
36.Publication of register
37.Inspection of records kept by the FCA
38.Provision of information for publication on European e-Justice portal
39.Documents relating to Welsh protected cell companies
40.FCA’s notice to resolve inconsistency on the register
41.Rectification of the register under court order
CHAPTER 3
42.The core
43.The cells
44.Assets, liabilities and obligations
45.Liabilities and obligations which are not incurred on behalf of a part
46.Records and accounts of assets, liabilities and obligations
47.Assets to be held in accordance with records and accounts
48.Segregation within a protected cell company
49.Third parties circumventing segregation
50.Set-off: modification of insolvency legislation
CHAPTER 4
51.Meaning of “records and accounts”
52.Movement of assets between cells
53.Movement of assets from a cell to core
54.Movement of liabilities and obligations
55.Procedure for moving an asset, liability or obligation
56.Reallocations pursuant to mistakes in the records and accounts
CHAPTER 5
57.Objects of a protected cell company
58.Offence of carrying on other activities
59.Creation of a cell
60.Assumption of risk: notification to PRA
61.Company seal: England and Wales, and Northern Ireland
62.Contracts: England and Wales, and Northern Ireland
63.Execution of documents: England and Wales, and Northern Ireland
64.Execution of documents: Scotland
65.Execution of deeds by attorney: England and Wales, and Northern Ireland
66.Official seal for share certificates
67.Alternative inspection location
CHAPTER 6
68.Creation of arrangements between cells
69.Creation of arrangements between cells: procedure
70.Arrangements between cells: amendment and cancellation
71.Arrangements between cells: enforcement
72.Arrangements between cells: records and accounts
73.Inspection of directors’ resolutions
74.Contracts between parts of a protected cell company
CHAPTER 7
75.Change of name
76.Change of address of registered office
77.Name and other particulars to appear in correspondence
78.Contracts
79.Terms implied into contracts
80.Reliance on the register
81.Capacity of protected cell company
CHAPTER 8
82.Requirement for a director
83.Directors’ duties
84.Offence of failing to comply with certain duties
85.Directors’ powers
86.Appointment
87.Removal
88.Notification to the FCA
89.Invalidity of certain transactions involving directors
90.Inspection of directors’ service contracts
CHAPTER 9
91.Types of shares
92.Nature of shares
93.Rights attaching to shares
94.Changes to rights attaching to shares
95.Amendments to the instrument of incorporation
96.Prohibition on bearer shares
97.Compensation
98.Restraint and ratification by shareholders
99.Contravention of regulation 91(4) or 93(3)
100.Nominal value
101.Numbering of shares
102.Power of directors to allot shares
103.Sub-division or consolidation of shares
104.Redenomination of shares
105.Redenomination: supplementary
106.Acquisition and redemption of shares issued by a cell
107.Acquisition and redemption of shares issued by the core
108.Consequences of unlawful acquisition or redemption
109.Penalty for contravention of this Section
110.Share certificates
111.Contents of share certificate
112.Evidence of title
SECTION 4
113.The register of shareholders
114.Contents of the register
115.Location
116.Index
117.Inspection
118.Power of court to rectify the register
SECTION 5
119.General
120.Meaning of “transfer documents”
121.Transfers
122.Certification of transfer
123.Joint shareholdings
SECTION 6
124.Meaning of “distribution”
125.Distributions to holders of shares in a cell
126.Distributions to holders of shares in the core
127.Persons holding investments in different parts of the protected cell company
128.Consequences of unlawful distribution
SECTION 7
129.Requirement to hold an annual general meeting
130.Election to dispense with annual general meetings
SECTION 8
131.Holding companies and subsidiaries: prohibition on shareholdings
132.Contracts between the protected cell company and shareholders
133.Information on capital subscribed
CHAPTER 10
134.Application
135.Resolutions
136.Shareholders acting informally (the Duomatic principle)
137.Written resolutions
138.Calling a shareholders’ meeting
139.Directors’ duty to call meetings required by members
140.Notice required of meeting
141.Accidental failure to give notice of resolution or meeting
142.Procedure at general meetings
143.Representation of corporations
144.Proxies
145.Records of meetings
146.Inspection of records
CHAPTER 11
147.Debentures
148.Transfers by a cell to a debenture holder
149.Consequences of unlawful transfer
150.Perpetual debentures
151.Enforcement of contract to subscribe for debentures
152.Debentures to bearer (Scotland)
153.Liability of trustees of debentures
CHAPTER 12
154.Creation of security interests
155.Registration of charges
CHAPTER 13
156.Meaning of “securities”
157.Prohibition on offering securities to the public
158.Meaning of “offer to the public”
159.Restraining order
160.Remedial orders
161.Validity of allotment etc not affected
CHAPTER 14
162.Meaning of “Companies Act regime”
163.Application of Companies Act regime
164.Relationship with regulation 46
165.Application of Part 42 (statutory auditors) of the Companies Act 2006
CHAPTER 15
166.Insolvency of a cell
167.Insolvency of the core
168.Concurrent insolvency
169.Disapplication of other insolvency proceedings
CHAPTER 16
170.Meaning of “transfer scheme”, “transferor” and “transferee”
171.Meaning of “reference date”
172.Meaning of “affected parties”
173.Requirements on applicants
174.Application for fast track transfer
175.Application for court order sanctioning transfer scheme
176.Effect of fast track transfer
177.Effect of court order sanctioning transfer scheme
CHAPTER 17
178.Dissolution of a cell: procedure
179.Dissolution of a cell: effect on property and liabilities
180.Dissolution of a protected cell company
181.Restoration: applications to court
182.Restoration: who may apply
183.Restoration: when an application may be made
184.Decision on application for restoration
185.Effect of court order for restoration
CHAPTER 18
186.Offences by a body corporate
187.Jurisdiction and procedure in respect of offences
CHAPTER 19
188.Time period for giving notice to FCA
189.Imposition of further requirements by the FCA or PRA
190.Consequential amendments to legislation
191.Transitional provision: existing companies registered under the Companies Act 2006
Signature
SCHEDULE 1
Welsh equivalents of English words and expressions
SCHEDULE 2
Administration and liquidation of cells: modification of insolvency legislation
1.Duties and powers confined to the cell
2.General application of the insolvency legislation
3.Jurisdiction within the United Kingdom
4.Restrictions on applying for winding up
5.Appointment of administrator
6.Giving of notice
7.Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”
8.Further modifications to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989
9.Further modification to subordinate legislation
SCHEDULE 3
Administration and liquidation of the core: modification of insolvency legislation
1.Meaning of “relevant office holder”
2.Duties and powers of a relevant office holder appointed in respect of the core
3.General application of the insolvency legislation
4.Jurisdiction within the United Kingdom
5.Restriction on applying for winding up
6.Appointment of administrator
7.Giving notice
8.Dissolution
9.Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”
10.Further modification to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989
11.Further modifications to subordinate legislation
SCHEDULE 4
Consequential amendments to legislation
PART 1 Consequential amendments to primary legislation
1.Stock Transfer Act 1963
2.Stock Transfer Act (Northern Ireland) 1963
3.Company Directors Disqualification Act 1986
4.Companies Act 2006
PART 2 Consequential amendments to secondary legislation
5.The Company Directors Disqualification (Northern Ireland) Order 2002
6.Unregistered Companies Regulations 2009
7.Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015
Explanatory Note