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