Cap. 16 Art. 20ATransfer of cells.

(1) It shall be lawful for the cell of one organisation, hereinafter referred to as the "transferring organisation", to be transferred to another organisation, hereinafter referred to as the "recipient organisation" where:

(a) the administrators of the transferring organisation so resolve in writing pursuant to a power vested in them by the statute;

(b) the creditors of the cell in the transferring organisation do not object to this transfer following public notice of at least thirty (30) days of the intent to transfer;

(c) the recipient organisation has the same legal form and is of the same purpose or category as that of the transferring organisation;

(d) the administrators of the recipient organisation resolve in writing to accept such cell pursuant to a power vested in them by the statute;

(e) a notice relating to the transfer of the cell is delivered to the Registrar by the administrators of the recipient organisation and the Registrar shall:

(i) record the notice of transfer of the cell in the records of the transferring organisation; and

(ii) issue a new certificate relating to the transfer of such cell and record such transfer in the records of the recipient organisation; and

(f) it is required, under a special law, to obtain the approval or consent of any regulatory or governmental authority for such action, that such consent or approval is obtained. (2)The assets and liabilities of a cell shall constitute a distinct patrimony which shall be distinct from all other assets and liabilities of the recipient organisation or other cells of such organisation, if any.

(3)The transfer of a cell shall not entitle the creditors of the recipient organisation to have recourse to the assets of the transferred cell or of the transferring organisation. (4)All rights and obligations of the organisation and any third parties shall cease to be those of the transferring organisation with respect to the cell and shall continue unaffected as rights and obligations of the recipient organisation with respect to the cell by operation of law with effect from the date of notification to the Registrar in terms of sub-article (1)(e), notwithstanding the absence of any agreements or consents that would otherwise be necessary for the transfer to be effective in law for those purposes. (5)Upon the completion of the transfer, the administrators of the recipient organisation shall notify in writing all interested parties of which they are aware regarding the transfer of such cell from the transferring organisation to the recipient organisation providing details of its name and purpose and other material information. (6)When a cell is transferred it shall retain its name or designation notwithstanding the transfer of the cell in accordance with this article but the administrators of the recipient organisation may enter into a unilateral declaration by public deed and register this event in the applicable public register. (7)The transfer of a cell as contemplated in this article shall constitute a change in fiduciary and shall be governed by the provisions of article 1124C(4) of the Code regulating the succession of fiduciary obligations.