S.L. 386.10 Art. 16Transfer of cellular assets from cell company.

(1) It shall be lawful, subject to the provisions of sub-

regulation (3):

(a) for the cellular assets attributable to any cell of a cell company, but not the non-cellular assets of a cell company, to be transferred to:

(i) another cell company authorised under article 7 of the Insurance Business Act;

(ii) an authorised insurance undertaking or a European insurance undertaking or a European reinsurance undertaking as defined in the Insurance Business Act;

(iii) a third country insurance undertaking as defined in the Insurance Business Act; or

(iv) another cell of the same cell company:

Provided that the cellular assets attributable to a cell of a cell company may be transferred to another cell of the same cell company, only where:

(aa) the transferring cell does not apply the provisions of regulation 15; and

(bb) the shareholders of the transferring cell and the receiving cell are the same persons;

(b) for the cellular assets attributable to any cell of a cell company, enrolled in the Managers List, as defined in the Insurance Distribution Act, but not the non-cellular assets of a cell company, to be transferred to:

(i) a cell company enrolled as an insurance manager under the Insurance Distribution Act; or

(ii) an insurance manager enrolled under the Insurance Distribution Act;

(c) for the cellular assets attributable to any cell of a cell company, enrolled in the Brokers List, as defined in the Insurance Distribution Act, but not the non-cellular assets of a cell company, to be transferred to:

(i) a cell company enrolled as an insurance broker under the Insurance Distribution Act; or.

(ii) an insurance broker enrolled under the Insurance Distribution Act.

(2) A transfer, pursuant to sub-regulation (1), of cellular assets attributable to a cell of a cell company shall not of itself entitle creditors of that company to have recourse to the other assets of the person to whom the cellular assets were transferred.

(3) No transfer of the cellular assets attributable to a cell of a cell company may be made except with the specific written approval of the competent authority (a "cell transfer approval").

(4) For the purpose of this regulation, the competent authority may, by Insurance Rules, determine the procedure to be adopted for the transfer of cellular assets from a cell company.

(5) Repealed by Legal Notice 201 of 2024.

(6) The competent authority may subject a cell transfer approval to such conditions as it may from time to time deem fit to impose, including conditions as to the discharging of claims of creditors entitled to have recourse to the cellular assets attributable to the cell in relation to which the order is sought.

(7) The competent authority may issue a cell transfer approval in relation to a cell of a cell company notwithstanding that a liquidator has been appointed to act in respect of the company or the company has passed a resolution for voluntary winding up: Provided that, the company proves to the satisfaction of the competent authority that the transfer would not unfairly prejudice creditors or other third parties.

(8) Notwithstanding the provisions of this regulation, a cell company may make payments or transfers from the cellular assets attributable to any cell of the company to a person entitled to have recourse to those cellular assets.

(9) A cell company shall not require a cell transfer approval to invest, and change investment of, cellular assets, or otherwise to make payments or transfers from cellular assets in the ordinary course of the company’s business.

(10) For the purposes of sub-regulations 1(a)(i), 1(b)(i) and 1(c)(i), article 83 of the Act shall not apply. In such case, immediately after having sought the competent authority’s approval in terms of sub-regulation (3), but before the cell transfer approval is granted, the cell company intending to transfer the cellular assets of a cell shall deliver to the Registrar for registration, a notice in accordance with Schedule I, and the Registrar shall publish such notice on a website maintained by him in accordance with Insurance Rules issued hereunder.

(11) Where the competent authority has granted a cell transfer approval, for the purposes of sub-regulation (1) and (3), the cell company transferring the cellular assets shall deliver to the Registrar for registration a copy of the cell transfer approval issued by the competent authority.

(12) Where all the cellular assets of a cell of a cell company have been transferred to another company, the Registrar shall:

(a) proceed with striking off the name of the cell from under the name of the cell company;

(b) register the name of the cell under the other company; and

(c) inform the competent authority accordingly.