Risk Transformation Regulations 2017 [SI 2017 No. 1212]

Version status: In force | Document consolidation status: Updated to reflect all known changes

Published date: 5 December 2017

Risk Transformation Regulations 2017 [SI 2017 No. 1212]

To be revoked by s. 1 and Sch. 1 Pt 2 to the Financial Services and Markets Act 2023 (c. 29) (FSMA 2023), Sch. 1 Pt 2 not yet fully commenced.

	Introductory Text
	Part 1 General (regs. 1-3)
	Regulation 1 Citation and commencement
	Regulation 2 Interpretation: general
	Regulation 3 Meaning of "group of cells"
	Part 2 Authorisation and supervision of insurance risk transformation (regs. 4-9)
	Regulation 4 Amendment of FSMA
	Regulation 5 Amendment of the Regulated Activities Order
	Regulation 6 Amendment of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013
	Regulation 7 Limitation on transformer vehicles' activities
	Regulation 8 Disapplication of Part 12 of FSMA
	Regulation 9 Transformer vehicles which are not Solvency 2 special purpose vehicles
	Part 3 Offers of investments by transformer vehicles (regs. 10-11)
	Regulation 10 Meaning of "qualified investor"
	Regulation 11 Investments to be offered only to qualified investors
	Part 4 Protected Cell Companies (regs. 12-191)
	Chapter 1 Overview (reg. 12)
	Regulation 12 Overview
	Chapter 2 Registration (regs. 13-41)
	Section 1 Obtaining registration (regs. 13-25)
	Regulation 13 Method of forming a protected cell company
	Regulation 14 Application to register a protected cell company
	Regulation 15 Application for permission to carry out a regulated activity
	Regulation 16 Applications for approval of persons
	Regulation 17 The name of a protected cell company
	Regulation 18 Particulars of directors
	Regulation 19 Instrument of incorporation: requirements
	Regulation 20 Instrument of incorporation: model articles
	Regulation 21 Requirements for registration
	Regulation 22 Representations against refusal of registration
	Regulation 23 Registration and certificates of incorporation
	Regulation 24 Registration: notification to appropriate registrar
	Regulation 25 Effect of registration
	Section 2 Amendments to registration (regs. 26-29)
	Regulation 26 Changes to name and registered office
	Regulation 27 FCA's approval for amendments to instrument of incorporation
	Regulation 28 Procedure when refusing approval of proposed amendment
	Regulation 29 Notification of appropriate registrar
	Section 3 The register (regs. 30-41)
	Regulation 30 Register of protected cell companies
	Regulation 31 Registered numbers
	Regulation 32 Information on register
	Regulation 33 Directors: residential addresses and dates of birth
	Regulation 34 Delivery of documents to the FCA
	Regulation 35 Keeping of records by the FCA
	Regulation 36 Publication of register
	Regulation 37 Inspection of records kept by the FCA
	Regulation 38 Provision of information for publication on European e-Justice portal
	Regulation 39 Documents relating to Welsh protected cell companies
	Regulation 40 FCA's notice to resolve inconsistency on the register
	Regulation 41 Rectification of the register under court order
	Chapter 3 Structure of a protected cell company (regs. 42-50)
	Regulation 42 The core
	Regulation 43 The cells
	Regulation 44 Assets, liabilities and obligations
	Regulation 45 Liabilities and obligations which are not incurred on behalf of a part
	Regulation 46 Records and accounts of assets, liabilities and obligations
	Regulation 47 Assets to be held in accordance with records and accounts
	Regulation 48 Segregation within a protected cell company
	Regulation 49 Third parties circumventing segregation
	Regulation 50 Set-off: modification of insolvency legislation
	Chapter 4 Movements of assets, liabilities and obligations within a protected cell company (regs. 51-56)
	Regulation 51 Meaning of "records and accounts"
	Regulation 52 Movement of assets between cells
	Regulation 53 Movement of assets from a cell to core
	Regulation 54 Movement of liabilities and obligations
	Regulation 55 Procedure for moving an asset, liability or obligation
	Regulation 56 Reallocations pursuant to mistakes in the records and accounts
	Chapter 5 Operation of a protected cell company (regs. 57-67)
	Regulation 57 Objects of a protected cell company
	Regulation 58 Offence of carrying on other activities
	Regulation 59 Creation of a cell
	Regulation 60 Assumption of risk: notification to PRA
	Regulation 61 Company seal: England and Wales, and Northern Ireland
	Regulation 62 Contracts: England and Wales, and Northern Ireland
	Regulation 63 Execution of documents: England and Wales, and Northern Ireland
	Regulation 64 Execution of documents: Scotland
	Regulation 65 Execution of deeds by attorney: England and Wales, and Northern Ireland
	Regulation 66 Official seal for share certificates
	Regulation 67 Alternative inspection location
	Chapter 6 Arrangements and contracts between cells (regs. 68-74)
	Regulation 68 Creation of arrangements between cells
	Regulation 69 Creation of arrangements between cells: procedure
	Regulation 70 Arrangements between cells: amendment and cancellation
	Regulation 71 Arrangements between cells: enforcement
	Regulation 72 Arrangements between cells: records and accounts
	Regulation 73 Inspection of directors' resolutions
	Regulation 74 Contracts between parts of a protected cell company
	Chapter 7 Dealings with third parties (regs. 75-81)
	Regulation 75 Change of name
	Regulation 76 Change of address of registered office
	Regulation 77 Name and other particulars to appear in correspondence
	Regulation 78 Contracts
	Regulation 79 Terms implied into contracts
	Regulation 80 Reliance on the register
	Regulation 81 Capacity of protected cell company
	Chapter 8 Directors (regs. 82-90)
	Regulation 82 Requirement for a director
	Regulation 83 Directors' duties
	Regulation 84 Offence of failing to comply with certain duties
	Regulation 85 Directors' powers
	Regulation 86 Appointment
	Regulation 87 Removal
	Regulation 88 Notification to the FCA
	Regulation 89 Invalidity of certain transactions involving directors
	Regulation 90 Inspection of directors' service contracts
	Chapter 9 Shares and shareholders (regs. 91-133)
	Section 1 Shares (regs. 91-99)
	Regulation 91 Types of shares
	Regulation 92 Nature of shares
	Regulation 93 Rights attaching to shares
	Regulation 94 Changes to rights attaching to shares
	Regulation 95 Amendments to the instrument of incorporation
	Regulation 96 Prohibition on bearer shares
	Regulation 97 Compensation
	Regulation 98 Restraint and ratification by shareholders
	Regulation 99 Contravention of regulation 91(4) or 93(3)
	Section 2 Issue, allotment and alteration of share capital (regs. 100-109)
	Regulation 100 Nominal value
	Regulation 101 Numbering of shares
	Regulation 102 Power of directors to allot shares
	Regulation 103 Sub-division or consolidation of shares
	Regulation 104 Redenomination of shares
	Regulation 105 Redenomination: supplementary
	Regulation 106 Acquisition and redemption of shares issued by a cell
	Regulation 107 Acquisition and redemption of shares issued by the core
	Regulation 108 Consequences of unlawful acquisition or redemption
	Regulation 109 Penalty for contravention of this Section
	Section 3 Share certificates (regs. 110-112)
	Regulation 110 Share certificates
	Regulation 111 Contents of share certificate
	Regulation 112 Evidence of title
	Section 4 Register of shareholders (regs. 113-118)
	Regulation 113 The register of shareholders
	Regulation 114 Contents of the register
	Regulation 115 Location
	Regulation 116 Index
	Regulation 117 Inspection
	Regulation 118 Power of court to rectify the register
	Section 5 Share transfers (regs. 119-123)
	Regulation 119 General
	Regulation 120 Meaning of "transfer documents"
	Regulation 121 Transfers
	Regulation 122 Certification of transfer
	Regulation 123 Joint shareholdings
	Section 6 Distributions (regs. 124-128)
	Regulation 124 Meaning of "distribution"
	Regulation 125 Distributions to holders of shares in a cell
	Regulation 126 Distributions to holders of shares in the core
	Regulation 127 Persons holding investments in different parts of the protected cell company
	Regulation 128 Consequences of unlawful distribution
	Section 7 Annual General Meetings (regs. 129-130)
	Regulation 129 Requirement to hold an annual general meeting
	Regulation 130 Election to dispense with annual general meetings
	Section 8 Miscellaneous (regs. 131-133)
	Regulation 131 Holding companies and subsidiaries: prohibition on shareholdings
	Regulation 132 Contracts between the protected cell company and shareholders
	Regulation 133 Information on capital subscribed
	Chapter 10 Shareholder resolutions (regs. 134-146)
	Regulation 134 Application
	Regulation 135 Resolutions
	Regulation 136 Shareholders acting informally (the Duomatic principle)
	Regulation 137 Written resolutions
	Regulation 138 Calling a shareholders' meeting
	Regulation 139 Directors' duty to call meetings required by members
	Regulation 140 Notice required of meeting
	Regulation 141 Accidental failure to give notice of resolution or meeting
	Regulation 142 Procedure at general meetings
	Regulation 143 Representation of corporations
	Regulation 144 Proxies
	Regulation 145 Records of meetings
	Regulation 146 Inspection of records
	Chapter 11 Debentures (debt securities) (regs. 147-153)
	Regulation 147 Debentures
	Regulation 148 Transfers by a cell to a debenture holder
	Regulation 149 Consequences of unlawful transfer
	Regulation 150 Perpetual debentures
	Regulation 151 Enforcement of contract to subscribe for debentures
	Regulation 152 Debentures to bearer (Scotland)
	Regulation 153 Liability of trustees of debentures
	Chapter 12 Security interests (regs. 154-155)
	Regulation 154 Creation of security interests
	Regulation 155 Registration of charges
	Chapter 13 Public offers of securities (regs. 156-161)
	Regulation 156 Meaning of "securities"
	Regulation 157 Prohibition on offering securities to the public
	Regulation 158 Meaning of "offer to the public"
	Regulation 159 Restraining order
	Regulation 160 Remedial orders
	Regulation 161 Validity of allotment etc not affected
	Chapter 14 Accounts, reports, audit and auditors (regs. 162-165)
	Regulation 162 Meaning of "Companies Act regime"
	Regulation 163 Application of Companies Act regime
	Regulation 164 Relationship with regulation 46
	Regulation 165 Application of Part 42 (statutory auditors) of the Companies Act 2006
	Chapter 15 Insolvency (regs. 166-169)
	Regulation 166 Insolvency of a cell
	Regulation 167 Insolvency of the core
	Regulation 168 Concurrent insolvency
	Regulation 169 Disapplication of other insolvency proceedings
	Chapter 16 Mergers and Divisions (regs. 170-177)
	Regulation 170 Meaning of "transfer scheme", "transferor" and "transferee"
	Regulation 171 Meaning of "reference date"
	Regulation 172 Meaning of "affected parties"
	Regulation 173 Requirements on applicants
	Regulation 174 Application for fast track transfer
	Regulation 175 Application for court order sanctioning transfer scheme
	Regulation 176 Effect of fast track transfer
	Regulation 177 Effect of court order sanctioning transfer scheme
	Chapter 17 Dissolution (regs. 178-185)
	Regulation 178 Dissolution of a cell: procedure
	Regulation 179 Dissolution of a cell: effect on property and liabilities
	Regulation 180 Dissolution of a protected cell company
	Regulation 181 Restoration: applications to court
	Regulation 182 Restoration: who may apply
	Regulation 183 Restoration: when an application may be made
	Regulation 184 Decision on application for restoration
	Regulation 185 Effect of court order for restoration
	Chapter 18 Offences (regs. 186-187)
	Regulation 186 Offences by a body corporate
	Regulation 187 Jurisdiction and procedure in respect of offences
	Chapter 19 Miscellaneous (regs. 188-191)
	Regulation 188 Time period for giving notice to FCA
	Regulation 189 Imposition of further requirements by the FCA or PRA
	Regulation 190 Consequential amendments to legislation
	Regulation 191 Transitional provision: existing companies registered under the Companies Act 2006
	Schedule 1 Welsh equivalents of English words and expressions
	Schedule 2 Administration and liquidation of cells: modification of insolvency legislation
	Schedule 3 Administration and liquidation of the core: modification of insolvency legislation
	Schedule 4 Consequential amendments to legislation
	Schedule 4, Part 1 Consequential amendments to primary legislation (paras. 1-4)
	Schedule 4, Part 2 Consequential amendments to secondary legislation (paras. 5-7)
	Signature
	Explanatory Note
	Explanatory Memorandum
	Impact Assesments