Table of Contents
Risk Transformation Regulations 2017 [SI 2017 No. 1212]Introductory TextPart 1 General (regs. 1-3)Regulation 1 Citation and commencementRegulation 2 Interpretation: generalRegulation 3 Meaning of "group of cells"Part 2 Authorisation and supervision of insurance risk transformation (regs. 4-9)Regulation 4 Amendment of FSMARegulation 5 Amendment of the Regulated Activities OrderRegulation 6 Amendment of the Financial Services and Markets Act 2000 (PRA-regulated Activities) Order 2013Regulation 7 Limitation on transformer vehicles' activitiesRegulation 8 Disapplication of Part 12 of FSMARegulation 9 Transformer vehicles which are not Solvency 2 special purpose vehiclesPart 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 investorsPart 4 Protected Cell Companies (regs. 12-191)Chapter 1 Overview (reg. 12)Regulation 12 OverviewChapter 2 Registration (regs. 13-41)Section 1 Obtaining registration (regs. 13-25)Regulation 13 Method of forming a protected cell companyRegulation 14 Application to register a protected cell companyRegulation 15 Application for permission to carry out a regulated activityRegulation 16 Applications for approval of personsRegulation 17 The name of a protected cell companyRegulation 18 Particulars of directorsRegulation 19 Instrument of incorporation: requirementsRegulation 20 Instrument of incorporation: model articlesRegulation 21 Requirements for registrationRegulation 22 Representations against refusal of registrationRegulation 23 Registration and certificates of incorporationRegulation 24 Registration: notification to appropriate registrarRegulation 25 Effect of registrationSection 2 Amendments to registration (regs. 26-29)Regulation 26 Changes to name and registered officeRegulation 27 FCA's approval for amendments to instrument of incorporationRegulation 28 Procedure when refusing approval of proposed amendmentRegulation 29 Notification of appropriate registrarSection 3 The register (regs. 30-41)Regulation 30 Register of protected cell companiesRegulation 31 Registered numbersRegulation 32 Information on registerRegulation 33 Directors: residential addresses and dates of birthRegulation 34 Delivery of documents to the FCARegulation 35 Keeping of records by the FCARegulation 36 Publication of registerRegulation 37 Inspection of records kept by the FCARegulation 38 Provision of information for publication on European e-Justice portalRegulation 39 Documents relating to Welsh protected cell companiesRegulation 40 FCA's notice to resolve inconsistency on the registerRegulation 41 Rectification of the register under court orderChapter 3 Structure of a protected cell company (regs. 42-50)Regulation 42 The coreRegulation 43 The cellsRegulation 44 Assets, liabilities and obligationsRegulation 45 Liabilities and obligations which are not incurred on behalf of a partRegulation 46 Records and accounts of assets, liabilities and obligationsRegulation 47 Assets to be held in accordance with records and accountsRegulation 48 Segregation within a protected cell companyRegulation 49 Third parties circumventing segregationRegulation 50 Set-off: modification of insolvency legislationChapter 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 cellsRegulation 53 Movement of assets from a cell to coreRegulation 54 Movement of liabilities and obligationsRegulation 55 Procedure for moving an asset, liability or obligationRegulation 56 Reallocations pursuant to mistakes in the records and accountsChapter 5 Operation of a protected cell company (regs. 57-67)Regulation 57 Objects of a protected cell companyRegulation 58 Offence of carrying on other activitiesRegulation 59 Creation of a cellRegulation 60 Assumption of risk: notification to PRARegulation 61 Company seal: England and Wales, and Northern IrelandRegulation 62 Contracts: England and Wales, and Northern IrelandRegulation 63 Execution of documents: England and Wales, and Northern IrelandRegulation 64 Execution of documents: ScotlandRegulation 65 Execution of deeds by attorney: England and Wales, and Northern IrelandRegulation 66 Official seal for share certificatesRegulation 67 Alternative inspection locationChapter 6 Arrangements and contracts between cells (regs. 68-74)Regulation 68 Creation of arrangements between cellsRegulation 69 Creation of arrangements between cells: procedureRegulation 70 Arrangements between cells: amendment and cancellationRegulation 71 Arrangements between cells: enforcementRegulation 72 Arrangements between cells: records and accountsRegulation 73 Inspection of directors' resolutionsRegulation 74 Contracts between parts of a protected cell companyChapter 7 Dealings with third parties (regs. 75-81)Regulation 75 Change of nameRegulation 76 Change of address of registered officeRegulation 77 Name and other particulars to appear in correspondenceRegulation 78 ContractsRegulation 79 Terms implied into contractsRegulation 80 Reliance on the registerRegulation 81 Capacity of protected cell companyChapter 8 Directors (regs. 82-90)Regulation 82 Requirement for a directorRegulation 83 Directors' dutiesRegulation 84 Offence of failing to comply with certain dutiesRegulation 85 Directors' powersRegulation 86 AppointmentRegulation 87 RemovalRegulation 88 Notification to the FCARegulation 89 Invalidity of certain transactions involving directorsRegulation 90 Inspection of directors' service contractsChapter 9 Shares and shareholders (regs. 91-133)Section 1 Shares (regs. 91-99)Regulation 91 Types of sharesRegulation 92 Nature of sharesRegulation 93 Rights attaching to sharesRegulation 94 Changes to rights attaching to sharesRegulation 95 Amendments to the instrument of incorporationRegulation 96 Prohibition on bearer shares Regulation 97 CompensationRegulation 98 Restraint and ratification by shareholdersRegulation 99 Contravention of regulation 91(4) or 93(3)Section 2 Issue, allotment and alteration of share capital (regs. 100-109)Regulation 100 Nominal valueRegulation 101 Numbering of sharesRegulation 102 Power of directors to allot sharesRegulation 103 Sub-division or consolidation of sharesRegulation 104 Redenomination of sharesRegulation 105 Redenomination: supplementaryRegulation 106 Acquisition and redemption of shares issued by a cellRegulation 107 Acquisition and redemption of shares issued by the coreRegulation 108 Consequences of unlawful acquisition or redemptionRegulation 109 Penalty for contravention of this SectionSection 3 Share certificates (regs. 110-112)Regulation 110 Share certificatesRegulation 111 Contents of share certificateRegulation 112 Evidence of titleSection 4 Register of shareholders (regs. 113-118)Regulation 113 The register of shareholdersRegulation 114 Contents of the registerRegulation 115 LocationRegulation 116 IndexRegulation 117 InspectionRegulation 118 Power of court to rectify the registerSection 5 Share transfers (regs. 119-123)Regulation 119 GeneralRegulation 120 Meaning of "transfer documents"Regulation 121 TransfersRegulation 122 Certification of transferRegulation 123 Joint shareholdingsSection 6 Distributions (regs. 124-128)Regulation 124 Meaning of "distribution"Regulation 125 Distributions to holders of shares in a cellRegulation 126 Distributions to holders of shares in the coreRegulation 127 Persons holding investments in different parts of the protected cell companyRegulation 128 Consequences of unlawful distributionSection 7 Annual General Meetings (regs. 129-130)Regulation 129 Requirement to hold an annual general meetingRegulation 130 Election to dispense with annual general meetingsSection 8 Miscellaneous (regs. 131-133)Regulation 131 Holding companies and subsidiaries: prohibition on shareholdingsRegulation 132 Contracts between the protected cell company and shareholdersRegulation 133 Information on capital subscribedChapter 10 Shareholder resolutions (regs. 134-146)Regulation 134 ApplicationRegulation 135 ResolutionsRegulation 136 Shareholders acting informally (the Duomatic principle)Regulation 137 Written resolutionsRegulation 138 Calling a shareholders' meetingRegulation 139 Directors' duty to call meetings required by membersRegulation 140 Notice required of meetingRegulation 141 Accidental failure to give notice of resolution or meetingRegulation 142 Procedure at general meetingsRegulation 143 Representation of corporationsRegulation 144 ProxiesRegulation 145 Records of meetingsRegulation 146 Inspection of recordsChapter 11 Debentures (debt securities) (regs. 147-153)Regulation 147 DebenturesRegulation 148 Transfers by a cell to a debenture holderRegulation 149 Consequences of unlawful transferRegulation 150 Perpetual debenturesRegulation 151 Enforcement of contract to subscribe for debenturesRegulation 152 Debentures to bearer (Scotland)Regulation 153 Liability of trustees of debenturesChapter 12 Security interests (regs. 154-155)Regulation 154 Creation of security interestsRegulation 155 Registration of chargesChapter 13 Public offers of securities (regs. 156-161)Regulation 156 Meaning of "securities"Regulation 157 Prohibition on offering securities to the publicRegulation 158 Meaning of "offer to the public"Regulation 159 Restraining orderRegulation 160 Remedial ordersRegulation 161 Validity of allotment etc not affectedChapter 14 Accounts, reports, audit and auditors (regs. 162-165)Regulation 162 Meaning of "Companies Act regime"Regulation 163 Application of Companies Act regimeRegulation 164 Relationship with regulation 46Regulation 165 Application of Part 42 (statutory auditors) of the Companies Act 2006Chapter 15 Insolvency (regs. 166-169)Regulation 166 Insolvency of a cellRegulation 167 Insolvency of the coreRegulation 168 Concurrent insolvencyRegulation 169 Disapplication of other insolvency proceedingsChapter 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 applicantsRegulation 174 Application for fast track transferRegulation 175 Application for court order sanctioning transfer schemeRegulation 176 Effect of fast track transferRegulation 177 Effect of court order sanctioning transfer schemeChapter 17 Dissolution (regs. 178-185)Regulation 178 Dissolution of a cell: procedureRegulation 179 Dissolution of a cell: effect on property and liabilitiesRegulation 180 Dissolution of a protected cell companyRegulation 181 Restoration: applications to courtRegulation 182 Restoration: who may applyRegulation 183 Restoration: when an application may be madeRegulation 184 Decision on application for restorationRegulation 185 Effect of court order for restorationChapter 18 Offences (regs. 186-187)Regulation 186 Offences by a body corporateRegulation 187 Jurisdiction and procedure in respect of offencesChapter 19 Miscellaneous (regs. 188-191)Regulation 188 Time period for giving notice to FCARegulation 189 Imposition of further requirements by the FCA or PRARegulation 190 Consequential amendments to legislationRegulation 191 Transitional provision: existing companies registered under the Companies Act 2006Schedule 1 Welsh equivalents of English words and expressionsSchedule 2 Administration and liquidation of cells: modification of insolvency legislationSchedule 3 Administration and liquidation of the core: modification of insolvency legislationSchedule 4 Consequential amendments to legislationSchedule 4, Part 1 Consequential amendments to primary legislation (paras. 1-4)Schedule 4, Part 2 Consequential amendments to secondary legislation (paras. 5-7)SignatureExplanatory NoteExplanatory MemorandumImpact Assesments
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Regulation 135 Resolutions
(1) A resolution of the persons holding voting shares issued on behalf of the core of a protected cell company must be passed -
(a) as a written resolution in accordance with regulation 137 (written resolutions); or
(b) at a general meeting (see regulations 138 to 144).
(2) For the purposes of this Chapter -
(a) a resolution may be properly moved at a meeting unless -
(i) it would, if passed, be ineffective (whether by reason of inconsistency with an enactment, the protected cell company's instrument of incorporation or otherwise);
(ii) it is defamatory of any person; or
(iii) it is frivolous or vexatious;
(b) a resolution, notice or any other document may be sent in hard copy form or electronic form;
(c) where a resolution must be sent to more than one person, the same copy may be sent to some or all of those persons in turn; and