The Risk Transformation Regulations 2017

1. Introductory Text

2. PART 1 General

   1. 1. Citation and commencement

   2. 2. Interpretation: general

   3. 3. Meaning of “group of cells”

3. PART 2 Authorisation and supervision of insurance risk transformation

   1. 4. Amendment of FSMA

   2. 5. Amendment of the Regulated Activities Order

   3. 6. Amendment of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013

   4. 7. Limitation on transformer vehicles' activities

   5. 8. Disapplication of Part 12 of FSMA

   6. 9. Transformer vehicles which are not Solvency 2 special purpose vehicles

4. PART 3 Offers of investments by transformer vehicles

   1. 10. Meaning of “qualified investor”

   2. 11. Investments to be offered only to qualified investors

5. PART 4 Protected Cell Companies

   1. CHAPTER 1 Overview

      1. 12. Overview

   2. CHAPTER 2 Registration

      1. SECTION 1 Obtaining registration

         1. 13. Method of forming a protected cell company

         2. 14. Application to register a protected cell company

         3. 15. Application for permission to carry out a regulated activity

         4. 16. Applications for approval of persons

         5. 17. The name of a protected cell company

         6. 18. Particulars of directors

         7. 19. Instrument of incorporation: requirements

         8. 20. Instrument of incorporation: model articles

         9. 21. Requirements for registration

         10. 22. Representations against refusal of registration

         11. 23. Registration and certificates of incorporation

         12. 24. Registration: notification to appropriate registrar

         13. 25. Effect of registration

      2. SECTION 2 Amendments to registration

         1. 26. Changes to name and registered office

         2. 27. FCA's approval for amendments to instrument of incorporation

         3. 28. Procedure when refusing approval of proposed amendment

         4. 29. Notification of appropriate registrar

      3. SECTION 3 The register

         1. 30. Register of protected cell companies

         2. 31. Registered numbers

         3. 32. Information on register

         4. 33. Directors: residential addresses and dates of birth

         5. 34. Delivery of documents to the FCA

         6. 35. Keeping of records by the FCA

         7. 36. Publication of register

         8. 37. Inspection of records kept by the FCA

         9. 38. Provision of information for publication on European e-Justice portal

         10. 39. Documents relating to Welsh protected cell companies

         11. 40. FCA's notice to resolve inconsistency on the register

         12. 41. Rectification of the register under court order

   3. CHAPTER 3 Structure of a protected cell company

      1. 42. The core

      2. 43. The cells

      3. 44. Assets, liabilities and obligations

      4. 45. Liabilities and obligations which are not incurred on behalf of a part

      5. 46. Records and accounts of assets, liabilities and obligations

      6. 47. Assets to be held in accordance with records and accounts

      7. 48. Segregation within a protected cell company

      8. 49. Third parties circumventing segregation

      9. 50. Set-off: modification of insolvency legislation

   4. CHAPTER 4 Movements of assets, liabilities and obligations within a protected cell company

      1. 51. Meaning of “records and accounts”

      2. 52. Movement of assets between cells

      3. 53. Movement of assets from a cell to core

      4. 54. Movement of liabilities and obligations

      5. 55. Procedure for moving an asset, liability or obligation

      6. 56. Reallocations pursuant to mistakes in the records and accounts

   5. CHAPTER 5 Operation of a protected cell company

      1. 57. Objects of a protected cell company

      2. 58. Offence of carrying on other activities

      3. 59. Creation of a cell

      4. 60. Assumption of risk: notification to PRA

      5. 61. Company seal: England and Wales, and Northern Ireland

      6. 62. Contracts: England and Wales, and Northern Ireland

      7. 63. Execution of documents: England and Wales, and Northern Ireland

      8. 64. Execution of documents: Scotland

      9. 65. Execution of deeds by attorney: England and Wales, and Northern Ireland

      10. 66. Official seal for share certificates

      11. 67. Alternative inspection location

   6. CHAPTER 6 Arrangements and contracts between cells

      1. 68. Creation of arrangements between cells

      2. 69. Creation of arrangements between cells: procedure

      3. 70. Arrangements between cells: amendment and cancellation

      4. 71. Arrangements between cells: enforcement

      5. 72. Arrangements between cells: records and accounts

      6. 73. Inspection of directors' resolutions

      7. 74. Contracts between parts of a protected cell company

   7. CHAPTER 7 Dealings with third parties

      1. 75. Change of name

      2. 76. Change of address of registered office

      3. 77. Name and other particulars to appear in correspondence

      4. 78. Contracts

      5. 79. Terms implied into contracts

      6. 80. Reliance on the register

      7. 81. Capacity of protected cell company

   8. CHAPTER 8 Directors

      1. 82. Requirement for a director

      2. 83. Directors' duties

      3. 84. Offence of failing to comply with certain duties

      4. 85. Directors' powers

      5. 86. Appointment

      6. 87. Removal

      7. 88. Notification to the FCA

      8. 89. Invalidity of certain transactions involving directors

      9. 90. Inspection of directors' service contracts

   9. CHAPTER 9 Shares and shareholders

      1. SECTION 1 Shares

         1. 91. Types of shares

         2. 92. Nature of shares

         3. 93. Rights attaching to shares

         4. 94. Changes to rights attaching to shares

         5. 95. Amendments to the instrument of incorporation

         6. 96. Prohibition on bearer shares

         7. 97. Compensation

         8. 98. Restraint and ratification by shareholders

         9. 99. Contravention of regulation 91(4) or 93(3)

      2. SECTION 2 Issue, allotment and alteration of share capital

         1. 100. Nominal value

         2. 101. Numbering of shares

         3. 102. Power of directors to allot shares

         4. 103. Sub-division or consolidation of shares

         5. 104. Redenomination of shares

         6. 105. Redenomination: supplementary

         7. 106. Acquisition and redemption of shares issued by a cell

         8. 107. Acquisition and redemption of shares issued by the core

         9. 108. Consequences of unlawful acquisition or redemption

         10. 109. Penalty for contravention of this Section

      3. SECTION 3 Share certificates

         1. 110. Share certificates

         2. 111. Contents of share certificate

         3. 112. Evidence of title

      4. SECTION 4 Register of shareholders

         1. 113. The register of shareholders

         2. 114. Contents of the register

         3. 115. Location

         4. 116. Index

         5. 117. Inspection

         6. 118. Power of court to rectify the register

      5. SECTION 5 Share transfers

         1. 119. General

         2. 120. Meaning of “transfer documents”

         3. 121. Transfers

         4. 122. Certification of transfer

         5. 123. Joint shareholdings

      6. SECTION 6 Distributions

         1. 124. Meaning of “distribution”

         2. 125. Distributions to holders of shares in a cell

         3. 126. Distributions to holders of shares in the core

         4. 127. Persons holding investments in different parts of the protected cell company

         5. 128. Consequences of unlawful distribution

      7. SECTION 7 Annual General Meetings

         1. 129. Requirement to hold an annual general meeting

         2. 130. Election to dispense with annual general meetings

      8. SECTION 8 Miscellaneous

         1. 131. Holding companies and subsidiaries: prohibition on shareholdings

         2. 132. Contracts between the protected cell company and shareholders

         3. 133. Information on capital subscribed

   10. CHAPTER 10 Shareholder resolutions

       1. 134. Application

       2. 135. Resolutions

       3. 136. Shareholders acting informally (the Duomatic principle)

       4. 137. Written resolutions

       5. 138. Calling a shareholders' meeting

       6. 139. Directors' duty to call meetings required by members

       7. 140. Notice required of meeting

       8. 141. Accidental failure to give notice of resolution or meeting

       9. 142. Procedure at general meetings

       10. 143. Representation of corporations

       11. 144. Proxies

       12. 145. Records of meetings

       13. 146. Inspection of records

   11. CHAPTER 11 Debentures (debt securities)

       1. 147. Debentures

       2. 148. Transfers by a cell to a debenture holder

       3. 149. Consequences of unlawful transfer

       4. 150. Perpetual debentures

       5. 151. Enforcement of contract to subscribe for debentures

       6. 152. Debentures to bearer (Scotland)

       7. 153. Liability of trustees of debentures

   12. CHAPTER 12 Security interests

       1. 154. Creation of security interests

       2. 155. Registration of charges

   13. CHAPTER 13 Public offers of securities

       1. 156. Meaning of “securities”

       2. 157. Prohibition on offering securities to the public

       3. 158. Meaning of “offer to the public”

       4. 159. Restraining order

       5. 160. Remedial orders

       6. 161. Validity of allotment etc not affected

   14. CHAPTER 14 Accounts, reports, audit and auditors

       1. 162. Meaning of “Companies Act regime”

       2. 163. Application of Companies Act regime

       3. 164. Relationship with regulation 46

       4. 165. Application of Part 42 (statutory auditors) of the Companies Act 2006

   15. CHAPTER 15 Insolvency

       1. 166. Insolvency of a cell

       2. 167. Insolvency of the core

       3. 168. Concurrent insolvency

       4. 169. Disapplication of other insolvency proceedings

   16. CHAPTER 16 Mergers and Divisions

       1. 170. Meaning of “transfer scheme”, “transferor” and “transferee”

       2. 171. Meaning of “reference date”

       3. 172. Meaning of “affected parties”

       4. 173. Requirements on applicants

       5. 174. Application for fast track transfer

       6. 175. Application for court order sanctioning transfer scheme

       7. 176. Effect of fast track transfer

       8. 177. Effect of court order sanctioning transfer scheme

   17. CHAPTER 17 Dissolution

       1. 178. Dissolution of a cell: procedure

       2. 179. Dissolution of a cell: effect on property and liabilities

       3. 180. Dissolution of a protected cell company

       4. 181. Restoration: applications to court

       5. 182. Restoration: who may apply

       6. 183. Restoration: when an application may be made

       7. 184. Decision on application for restoration

       8. 185. Effect of court order for restoration

   18. CHAPTER 18 Offences

       1. 186. Offences by a body corporate

       2. 187. Jurisdiction and procedure in respect of offences

   19. CHAPTER 19 Miscellaneous

       1. 188. Time period for giving notice to FCA

       2. 189. Imposition of further requirements by the FCA or PRA

       3. 190. Consequential amendments to legislation

       4. 191. Transitional provision: existing companies registered under the Companies Act 2006

6. Signature

7. 1. SCHEDULE 1

      Welsh equivalents of English words and expressions

   2. SCHEDULE 2

      Administration and liquidation of cells: modification of insolvency legislation

      1. 1. Duties and powers confined to the cell

      2. 2. General application of the insolvency legislation

      3. 3. Jurisdiction within the United Kingdom

      4. 4. Restrictions on applying for winding up

      5. 5. Appointment of administrator

      6. 6. Giving of notice

      7. 7. Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”

      8. 8. Further modifications to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989

      9. 9. Further modification to subordinate legislation

   3. SCHEDULE 3

      Administration and liquidation of the core: modification of insolvency legislation

      1. 1. Meaning of “relevant office holder”

      2. 2. Duties and powers of a relevant office holder appointed in respect of the core

      3. 3. General application of the insolvency legislation

      4. 4. Jurisdiction within the United Kingdom

      5. 5. Restriction on applying for winding up

      6. 6. Appointment of administrator

      7. 7. Giving notice

      8. 8. Dissolution

      9. 9. Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”

      10. 10. Further modification to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989

      11. 11. Further modifications to subordinate legislation

   4. SCHEDULE 4

      Consequential amendments to legislation

      1. PART 1 Consequential amendments to primary legislation

         1. 1. Stock Transfer Act 1963

         2. 2. Stock Transfer Act (Northern Ireland) 1963

         3. 3. Company Directors Disqualification Act 1986

         4. 4. Companies Act 2006

      2. PART 2 Consequential amendments to secondary legislation

         1. 5. The Company Directors Disqualification (Northern Ireland) Order 2002

         2. 6. Unregistered Companies Regulations 2009

         3. 7. Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

8. Explanatory Note