SCHEDULE 1Welsh equivalents of English words and expressions
English | Welsh |
|---|---|
and company | a'r cwmni / a chwmni / a'I gwmni |
company | cwmni |
company limited | cwmni cyfyngedig |
insurance | yswiriant |
insured | wedi'i yswirio |
insurer | yswiriwr |
limited | cyfyngedig |
PCC | CUG |
PCC Limited | CUG Cyfyngedig |
PCC Ltd | CUG Cyf |
protected cell company | cwmni unedau gwarchodedig |
public limited company | cwmni cyfyngedig cyhoeddus |
reinsurance | ailyswiriant |
reinsured | wedi'i ailyswirio |
reinsurer | ailyswiriwr |
unlimited | anghyfyngedig |
SCHEDULE 2Administration and liquidation of cells: modification of insolvency legislation
Duties and powers confined to the cell1
1
The appointment of a relevant office holder in respect of a cell, and the powers and duties of the relevant office holder, are confined to—
a
the cell;
b
the business and affairs of the cell; and
c
the property held by the protected cell company on behalf of the cell.
2
In sub-paragraph (1), a “relevant office holder” means—
a
an administrator;
b
a liquidator;
c
a provisional liquidator; or
d
a special manager.
General application of the insolvency legislation2
The insolvency legislation applies to a cell as if—
a
the cell is a body corporate with distinct legal personality;
b
the cell was incorporated on its creation;
c
the cell is registered in the part of the United Kingdom in which the protected cell company has its registered office;
d
the registered office of the cell is the registered office of the protected cell company;
e
the registered name of the cell is the name or number of the cell followed by “of” and the name of the protected cell company;
f
the registrar of companies is the FCA;
g
a person who is or was a director, shadow director, officer, employee or agent of the protected cell company is or was a director, shadow director, officer, employee or agent of the cell (as the case may be);
h
shares issued by the protected cell company on behalf of the cell are shares issued by the cell;
i
the cell's property, assets, liabilities, debts and creditors are determined in accordance with regulation 48(6);
j
arrangements made between the cell and another cell in accordance with regulations 68 and 69 are contracts entered into between the cell and the protected cell company acting on behalf of that other cell;
k
things done by the protected cell company on behalf of the cell are things done by the cell;
l
things done to the protected cell company in respect of the cell are things done to the cell;
m
judgments or orders made against the protected cell company in respect of the cell are judgments or orders made against the cell;
n
the books, papers, records, registers and other documents of the protected cell company are, insofar as they relate to the cell, books, papers, records, registers and documents of the cell; and
o
an associate of the protected cell company (within the meaning given by section 435 of the Insolvency Act 1986 M1 or Article 4 of the Insolvency (Northern Ireland) Order 1989) is an associate of the cell.
Jurisdiction within the United Kingdom3
1
This paragraph specifies which court in the United Kingdom has jurisdiction in relation to the administration or winding up of a cell of a protected cell company.
2
Her Majesty's High Court of Justice in England has jurisdiction where the registered office of a protected cell company is located in England and Wales (or Wales).
3
The Court of Session has jurisdiction where the registered office of a protected cell company is located in Scotland.
4
Her Majesty's High Court of Justice in Northern Ireland has jurisdiction where the registered office of a protected cell company is located in Northern Ireland.
Restrictions on applying for winding up4
A person holding an investment issued on behalf of any cell of a protected cell company may not apply for—
a
the winding up of a cell; or
b
the appointment of a provisional liquidator in respect of a cell.
Appointment of administrator5
1
Only the court may appoint an administrator of a cell.
2
Where a person makes an application to court for the administration of a cell, the person must file with the court notice of the existence of any insolvency proceedings in relation to the protected cell company or the cell anywhere in the world as soon as the person becomes aware of them.
3
The duty imposed by sub-paragraph (2) ceases on the making of an administration order.
Giving of notice6
In the insolvency legislation—
a
a requirement that a company give notice of, or file, something is to be treated as a requirement that the protected cell company give notice of, or file, that thing on behalf of the cell; and
b
any requirement to give notice of something on the company's website is to be ignored.
Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”7
If the protected cell company has (or had) permission to carry on a regulated activity under Part 4A (permission to carry on regulated activities) of FSMA, then Part 24 (insolvency) of FSMA applies to the cell as if the cell has (or had) that permission.
Further modifications to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 19898
1
The provisions of the Insolvency Act 1986 specified in the first column of Table 7 and the provisions of the Insolvency (Northern Ireland) Order 1989 specified in the second column of Table 7 apply to a cell with the modifications specified in the fourth column of Table 7.
Insolvency Act 1986 | Insolvency (Northern Ireland) Order 1989 | Subject Matter | Modification |
|---|---|---|---|
Section 76 M2 | Article 63 | Liability of past directors and shareholders | These provisions apply where a protected cell company has made a payment (“the relevant payment” for the purposes of these provisions) to redeem or acquire shares issued on behalf of the cell in breach of the requirements of regulation 106. |
The reference to the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for the purposes of the redemption or purchase is to be treated as a reference to the directors who authorised the redemption or purchase. | |||
Section 103 | Article 89 | Cesser of directors' powers | Ignore these provisions. |
Section 124 M3 | Article 104 M4 | Application for winding up | An administrator of the cell, or an administrator or liquidator of the core, may also present a petition for the winding up of a cell. |
Section 216 | Article 180 | Restriction on re-use of names | Ignore these provisions. |
Section 221 M5 | Article 185 | Winding up of unregistered companies | Where an administrator or liquidator of the core of the protected cell company applies for the winding up of a cell, the cell may be wound up if the court is satisfied that the application is made in the discharge of the duty imposed on the administrator or liquidator by paragraph 2(2)(c) of Schedule 3 to these Regulations in relation to the cell. |
Section 222 | Article 186 | Inability to pay debts: unpaid creditor for £750 or more | The written demand must be served on the cell by leaving it at the protected cell company's registered office or in such manner as the court may approve or direct. |
Section 223 | Article 187 | Inability to pay debts: debt remaining unsatisfied after action brought | Ignore these provisions. |
Paragraph 61 of Schedule B1 | Paragraph 62 of Schedule B1 | Administrator's general powers (removal and appointment of directors) | Ignore these paragraphs. |
Paragraph 69 of Schedule B1 | Paragraph 70 of Schedule B1 | Administrator as agent | An administrator of a cell acts as agent for the protected cell company (on behalf of the cell). |
Paragraph 83 of Schedule B1 M6 | Paragraph 84 of Schedule B1 | Moving from administration to liquidation | Ignore these paragraphs. |
Further modification to subordinate legislation9
The provisions of any subordinate legislation made under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 M7 apply to the cell with any necessary modifications.
SCHEDULE 3Administration and liquidation of the core: modification of insolvency legislation
Meaning of “relevant office holder”1
In this Schedule, “relevant office holder” means—
a
an administrator;
b
a liquidator;
c
a provisional liquidator; or
d
a special manager.
Duties and powers of a relevant office holder appointed in respect of the core2
1
The appointment of a relevant office holder in respect of the core, and the powers and duties of the relevant office holder, are confined to—
a
the core;
b
the business and affairs of the core; and
c
the property held by the protected cell company on behalf of the core,
except to the extent that sub-paragraphs (2) to (8) provide otherwise.
2
An administrator or liquidator appointed in respect of the core of a protected cell company has the following duties in relation to a cell of the protected cell company which is not in administration or liquidation—
a
a duty to ensure the protected cell company dissolves the cell in accordance with regulation 178;
b
if the administrator or liquidator considers that there is no realistic prospect of being able to carry out the duty referred to in sub-paragraph (a) in respect of the cell, a duty to enter into a transfer scheme in respect of the cell, or the assets and liabilities held by the protected cell company on behalf of the cell and the investments issued on the cell's behalf; or
c
if the administrator or liquidator considers that there is no realistic prospect of being able to carry out the duties referred to in sub-paragraphs (a) and (b) in respect of the cell, a duty to apply to the court for a winding-up order in respect of the cell.
3
But sub-paragraph (2) does not apply where—
a
the core of a protected cell company is in administration;
b
an objective of the administration is to rescue the core as a going concern; and
c
the administrator thinks that it is reasonably practicable to achieve that objective.
4
An administrator or liquidator appointed in respect of the core of a protected cell company may exercise the powers mentioned in sub-paragraph (5)—
a
in relation to a cell of the protected cell company which is not in administration or liquidation; or
b
in relation to a cell of the protected cell company which is in administration or liquidation provided the administrator or liquidator of the cell consents to the exercise of the power.
5
The powers referred to in sub-paragraph (4) are—
a
a power to fulfil a requirement imposed on the protected cell company by an enactment;
b
a power to fulfil an obligation incurred by the protected cell company on behalf of a cell or which is attributable to a cell;
c
a power to enter into a transfer scheme in respect of a cell, or the assets and liabilities held by the protected cell company on behalf of the cell and the investments issued on the cell's behalf;
d
a power to apply to court for a winding-up order in respect of a cell;
e
a power to dissolve a cell in accordance with regulation 178;
f
a power to do anything necessary or expedient to comply with a duty imposed on the administrator or liquidator by sub-paragraph (2).
6
Where a protected cell company has no cells, an administrator or liquidator of the core also has the power to dissolve the protected cell company in accordance with regulation 180.
7
Where this paragraph imposes a duty, or confers a power, on an administrator or liquidator, that duty or power is to be treated as if it were imposed or conferred on the administrator or liquidator by—
a
the Insolvency Act 1986 where the protected cell company has its registered office in England and Wales (or Wales) or Scotland;
b
the Insolvency (Northern Ireland) Order 1989 where the protected cell company has its registered office in Northern Ireland.
8
In this paragraph, “transfer scheme” means a transfer scheme within the meaning given by regulation 170.
General application of the insolvency legislation3
The insolvency legislation applies to the core as if—
a
the core is a body corporate with distinct legal personality;
b
the core was incorporated when the protected cell company was incorporated;
c
the core is registered in the part of the United Kingdom in which the protected cell company has its registered office;
d
the registered office of the cell is the registered office of the protected cell company;
e
the registered name of the core is “the core of” followed by the name of the protected cell company;
f
the registrar of companies is the FCA;
g
a person who is or was a director, shadow director, officer, employee or agent of the protected cell company is or was a director, shadow director, officer, employee or agent of the core (as the case may be);
h
shares issued by the protected cell company on behalf of the core are shares issued by the core;
i
the core's property, assets, liabilities, debts and creditors are determined in accordance with regulation 48(6);
j
things done by the protected cell company on behalf of the core are things done by the core;
k
things done to the protected cell company in respect of the core are things done to the core;
l
judgments or orders made against the protected cell company in respect of the core are judgments or orders made against the core;
m
the books, papers, records, registers and other documents of the protected cell company are, insofar as they relate to the core, books, papers, records, registers and documents of the core; and
n
an associate of the protected cell company (within the meaning given by section 435 of the Insolvency Act 1986 or Article 4 of the Insolvency (Northern Ireland) Order 1989) is an associate of the core.
Jurisdiction within the United Kingdom4
1
This paragraph specifies which court in the United Kingdom has jurisdiction in relation to the administration or winding up of the core of a protected cell company.
2
Her Majesty's High Court of Justice in England has jurisdiction where the registered office of a protected cell company is located in England and Wales (or Wales).
3
The Court of Session has jurisdiction where the registered office of a protected cell company is located in Scotland.
4
Her Majesty's High Court of Justice in Northern Ireland has jurisdiction where the registered office of a protected cell company is located in Northern Ireland.
Restriction on applying for winding up5
A person holding an investment issued on behalf of a cell of a protected cell company may not apply for—
a
the winding up of the core; or
b
the appointment of a provisional liquidator in respect of the core.
Appointment of administrator6
1
Only the court may appoint an administrator of the core.
2
Where a person makes an application to court for the administration of the core, the person must file with the court notice of the existence of any insolvency proceedings in relation to the protected cell company or the core anywhere in the world as soon as the person becomes aware of them.
3
The duty imposed by sub-paragraph (2) ceases on the making of an administration order.
Giving notice7
In the insolvency legislation, a requirement that a company give notice of, or file, something is to be treated as a requirement that the protected cell company give notice of, or file, that thing on behalf of the core.
Dissolution8
References in the insolvency legislation to the dissolution of the company are to be treated as references to dissolution of the protected cell company, but a protected cell company may only be dissolved where the protected cell company has no cells.
Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”9
If the protected cell company has (or had) permission to carry on a regulated activity under Part 4A (permission to carry on regulated activities) of FSMA, then Part 24 (insolvency) of FSMA applies to the core as if the core has (or had) that permission.
Further modification to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 198910
1
The provisions of the Insolvency Act 1986 specified in the first column of Table 8 and the provisions of the Insolvency (Northern Ireland) Order 1989 specified in the second column of Table 8 apply to the core with the modifications specified in the fourth column of Table 8.
Insolvency Act 1986 | Insolvency (Northern Ireland) Order 1989 | Subject Matter | Modification |
|---|---|---|---|
Section 76 | Article 63 | Liability of past directors and shareholders | These provisions apply where a protected cell company has made a payment (“the relevant payment” for the purposes of these provisions) to redeem or acquire shares issued on behalf of the core in breach of the requirements of regulation 107. |
The reference to the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for the purposes of the redemption or purchase is to be treated as a reference to the directors who authorised the redemption or purchase. | |||
Section 103 | Article 89 | Cesser of directors' powers | Ignore these provisions. |
Section 124 | Article 104 | Application for winding up | An administrator of the core may also present a petition for the winding up of the core. |
Section 216 | Article 180 | Restriction on re-use of names | Treat references to the name of the liquidating company as references to the name of the protected cell company. |
Section 222 | Article 186 | Inability to pay debts: unpaid creditor for £750 or more | The written demand must be served on the core by leaving it at the protected cell company's registered office or in such manner as the court may approve or direct. |
Section 223 | Article 187 | Inability to pay debts: debt remaining unsatisfied after action brought | Ignore these provisions. |
Paragraph 45 of Schedule B1 M8 | Paragraph 46 of Schedule B1 | Publicity | These paragraphs apply to all business documents issued by or on behalf of the protected cell company and all of the protected cell company's websites. |
Paragraph 61 of Schedule B1 | Paragraph 62 of Schedule B1 | Administrator's general powers (removal and appointment of directors) | Ignore these paragraphs. |
Paragraph 69 of Schedule B1 | Paragraph 70 of Schedule B1 | Administrator as agent | An administrator of the core acts as agent for the protected cell company (on behalf of the core). |
Paragraph 74 of Schedule B1 M9 | Paragraph 75 of Schedule B1 | Challenge to administrator's conduct | These paragraphs apply to a person who is a creditor or shareholder in respect of the core of the protected cell company or any cell of the protected cell company to which the administrator's powers extend. |
Paragraph 75 of Schedule B1 | Paragraph 76 of Schedule B1 | Misfeasance | In sub-paragraphs (2) to (5), references to the company are to be treated as including, where appropriate, references to a cell of the protected cell company. |
Paragraph 83 of Schedule B1 | Paragraph 84 of Schedule B1 | Moving from administration to liquidation | Ignore these paragraphs. |
Paragraph 84 of Schedule B1 M10 | Paragraph 85 of Schedule B1 | Moving from administration to dissolution | The notice given under sub-paragraph (1) must also state that the protected cell company has no cells. |
Further modifications to subordinate legislation11
1
The provisions of any subordinate legislation made under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 apply to the core with the following modifications.
2
Any provision of subordinate legislation prescribing the circumstances in which a person may act in the ways specified in section 216(3) of the Insolvency Act 1986 M11 or Article 180(3) of the Insolvency (Northern Ireland) Order 1989 M12 where the whole or substantially the whole of the business of a company is acquired from that company is to be ignored.
3
The provisions of the subordinate legislation apply with any other necessary modifications.
SCHEDULE 4Consequential amendments to legislation
PART 1Consequential amendments to primary legislation
Stock Transfer Act 19631
In the Stock Transfer Act 1963 M13, in section 1 (simplified transfer of securities), in subsection (4), after paragraph (f), insert—
g
shares issued by a protected cell company within the meaning of Part 4 of the Risk Transformation Regulations 2017.
Stock Transfer Act (Northern Ireland) 19632
In the Stock Transfer Act (Northern Ireland) 1963 M14, in section 1 (simplified transfer of securities), in subsection (4), after paragraph (f), insert—
g
shares issued by a protected cell company within the meaning of Part 4 of the Risk Transformation Regulations 2017.
Company Directors Disqualification Act 19863
In the Company Directors Disqualification Act 1986 M15, after section 22G (application of Act to further education bodies) M16, insert—
22HApplication of Act to protected cell companies
1
In this section—
a
“protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland; and
b
a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017).
2
This Act applies to protected cell companies as it applies to companies.
3
Accordingly, in this Act, references to a company are to be read as including references to a protected cell company.
4
As they apply in relation to protected cell companies, the provisions of this Act have effect with the following modifications—
a
references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company;
b
references to striking off are to be read as including references to dissolution;
c
references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent;
d
references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up;
e
references to the court with jurisdiction to wind up a company are to be read as references to the court with jurisdiction to wind up the parts of a protected cell company;
f
references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;
g
references to the Insolvency Act 1986 are to be read as references to that Act as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;
h
references to section 452 and 456 M17 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017;
i
references to the registrar of companies are to be read as references to the Financial Conduct Authority; and
j
references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland.
5
Where two or more parts of a protected cell company are or have been insolvent, then sections 6 to 7A and 8ZA to 8ZC apply in relation to each part separately.
6
A contribution to the assets of a protected cell company given in accordance with a compensation order under section 15A(1) or a compensation undertaking under section 15A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.
Companies Act 20064
In the Companies Act 2006—
a
in section 1040 (companies authorised to register under the Companies Act 2006), in subsection (1), in paragraph (b), after sub-paragraph (iii), insert—
other than a company registered under Part 4 of the Risk Transformation Regulations 2017.
b
in section 1043 (unregistered companies), in subsection (1), after paragraph (d), insert—
e
protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.
c
in section 1099 (the registrar's index of company names) M18, in subsection (3), after paragraph (e), insert—
f
protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.
PART 2Consequential amendments to secondary legislation
The Company Directors Disqualification (Northern Ireland) Order 20025
In the Company Directors Disqualification (Northern Ireland) Order 2002 M19, after Article 25B (application of Order to credit unions) M20, insert—
Application of Order to protected cell companies25C
1
In this Article—
a
“protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland; and
b
a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017).
2
This Order applies to protected cell companies as it applies to companies.
3
Accordingly, in this Order, references to a company are to be read as including references to a protected cell company.
4
As they apply in relation to protected cell companies, the provisions of this Order have effect with the following modifications—
a
references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company;
b
references to striking off are to be read as including references to dissolution;
c
references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent;
d
references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up;
e
references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;
f
references to the Insolvency (Northern Ireland) Order 1989 are to be read as references to that Order as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017;
g
references to sections 452 and 456 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017;
h
references to the registrar of companies are to be read as references to the Financial Conduct Authority; and
i
references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland.
5
Where two or more parts of a protected cell company are or have been insolvent, then Articles 9 to 10A and 11A to 11C apply in relation to each part separately.
6
A contribution to the assets of a protected cell company given in accordance with a compensation order under Article 19A(1) or a compensation undertaking under Article 19A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.
Unregistered Companies Regulations 20096
In the Unregistered Companies Regulations 2009 M21, in regulation 2 (interpretation), in sub-paragraph (a)—
a
at the end of sub-paragraph (iii), delete “or”;
b
at the end of sub-paragraph (iv), insert “
or
”
;
c
after sub-paragraph (iv), insert—
v
a protected cell company registered under Part 4 of the Risk Transformation Regulations 2017.
Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 20157
In the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 M22—
a
in regulation 16 (“limited” and permitted alternatives), in paragraph (1)—
i
at the end of sub-paragraph (d), delete “or”;
ii
at the end of sub-paragraph (e), insert “
or
”
;
iii
after sub-paragraph (e), insert—
f
a company registered under Part 4 of the Risk Transformation Regulations 2017 with that name.
b
in Schedule 2 (specified words, expressions and abbreviations), in paragraph 3, after sub-paragraph (w), insert—
wa
“PROTECTED CELL COMPANY” or (with or without full stops) the abbreviations “PCC LIMITED” and “PCC LTD”;
wb
“CWMNI UNEDAU GWARCHODEDIG” or (with or without full stops) the abbreviations “CUG CYFYNGEDIG” and “CUG CYF”;