S.L. 386.15 чл. 24Relocation of an incorporated cell. S.L. 386.14

(1) For the purposes of this regulation, the term

"incorporated cell company" or "ICC" shall be deemed to refer both to a recognised incorporated cell company established under these regulations and to an incorporated cell company established under the Companies Act (SICAV Incorporated Cell Companies) Regulations.

(2) An incorporated cell that intends to relocate from one incorporated cell company (the "Exiting ICC") to another incorporated cell company (the "Recipient ICC") shall notify the competent authority of its intention. The competent authority may impose such conditions and issue such directives as it may deem necessary in the circumstances.

(3) The relocation of an incorporated cell shall only take place if:

(a) it has the written consent of the competent authority to so relocate;

(b) the incorporated cell passes an extraordinary resolution to so relocate and amends its memorandum and articles of association accordingly; and

(c) a relocation agreement has been entered into between the incorporated cell and the Recipient ICC and is approved in accordance with sub-regulation (4).

(4) (a) A relocation agreement shall be submitted to the competent authority for prior approval.

(b) A relocation agreement shall also be approved by:

(i) the board of directors and an extraordinary resolution of the incorporated cell;

(ii) the board of directors and an extraordinary resolution of the Recipient ICC; and

(iii) the board of directors of the Exiting ICC.

(5) An Exiting ICC shall, within seven days of the approval by its board of directors of the relocation agreement, ensure that all records, documents and other information pertaining to the incorporated cell are duly transferred to the Recipient ICC.

(6) The Recipient ICC shall, within fourteen days of a relocation agreement, deliver to the Registrar for registration:

(a) evidence of the competent authority’s written consent;

(b) a copy of the extraordinary resolution described in sub-regulation (3)(b), together with the memorandum and articles of association of the incorporated cell being relocated;

(c) a copy of the relocation agreement and the respective resolutions approving such agreement;

(d) a declaration made in accordance with sub-regulation (7), signed by each director of the incorporated cell which is being relocated; and

(e) the incorporated cell’s original certificate of registration.

(7) The declaration referred to in sub-regulation (6)(d) must state that each director of the incorporated cell being relocated believes on reasonable grounds that:

(a) the incorporated cell being relocated is able to discharge its liabilities as they fall due;

(b) there are no creditors of the incorporated cell being relocated whose interests will be unfairly prejudiced by the transfer; and

(c) the relocation agreement has been approved and executed in accordance with this regulation.

(8) Upon delivery to the Registrar of the documents referred to in sub-regulation (6), the Registrar shall, if those documents comply with this regulation:

(a) register the relocation of the incorporated cell and the new memorandum and articles of the incorporated cell;

(b) issue to the incorporated cell a new certificate of registration indicating the name of the Recipient ICC; and

(c) record that the incorporated cell has ceased to be an incorporated cell of the Exiting ICC.

(9) Upon the issue of the new certificate of registration as aforesaid:

(a) the incorporated cell shall cease to be an incorporated cell of the Exiting ICC;

(b) the incorporated cell shall become an incorporated cell of the Recipient ICC;

(c) all property and rights to which the incorporated cell was entitled immediately before the issue of the new certificate shall remain the property and rights of the incorporated cell;

(d) all liabilities and all contracts, debts and other obligations to which the incorporated cell was subject immediately before the issue of the new certificate shall remain the liabilities, contracts, debts and other obligations of the incorporated cell; and

(e) all actions and other legal proceedings which, immediately before the issue of the new certificate, were pending by or against the incorporated cell may be continued by or against the incorporated cell.

(10) The operation of sub-regulation (9) shall not be regarded:

(a) as a breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of rights or liabilities or change of control; or

(b) as giving rise to any remedy by a party to a contract or other instrument, as an event of default under any contract or other instrument or as causing or permitting the termination of any contract or other instrument, or of any obligation or relationship.

(11) An incorporated cell shall not be relocated under this regulation if such relocation is inconsistent with the memorandum or articles of association of:

(a) the incorporated cell; or

(b) the Recipient ICC.