Section 202Part 12 — Transfer by Way of ContinuationAmended
Registration under this Part
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Amended by LG39/S3
Upon registration of a registrant under this Part, the Registrar shall issue a certificate under that person’s hand and seal of office that the registrant is registered by way of continuation as an exempted company and specifying the date of such registration, and section 27(3) shall apply, mutatis mutandis , to such certificate.
The Registrar shall enter in the register of companies the date of registration of the registrant and, to the e xtent possible with respect to the registrant, particu lars of the matters specified .
From the date of registration of the registrant it shall continue as a body corporate for all purposes as if incorporated and registered as an exempted company under and subject to this Act the provisions of which shall a pply to the company and to persons and matters associated therewith as if such company were so incorporated and registered and such company shall have, but without limitation to the generality of the foregoing —
the capacity to perform all the function s of an exempted company;
the capacity to sue and to be sued;
perpetual succession; and
the power to acquire, hold and dispose of property, and the members of the company shall have such liability to contribute to the assets of the company in the event of its being wound up under this Act as is provided therein: Provided always that section 201 and this section shall not operate —
to create a new legal entity;
to prejudice or affect the identity or continuity of the registrant as previo usly constituted;
to affect the property of the registrant;
to affect any appointment made, resolution passed or any other act or thing done in relation to the registrant pursuant to a power conferred by any of the charter documents of the registra nt or by the laws of the jurisdiction under which the registrant was previously incorporated, registered or existing;
except to the extent provided by or pursuant to this Part, to affect the rights, powers, authorities, functions and liabilities or obl igations of the registrant or any other person; or
to render defective any legal proceedings by or against the registrant and any legal proceedings that could have been continued or commenced by or against the registrant before its registration hereund er may, notwithstanding the registration, be continued or commenced by or against the registrant after registration.
Upon provisional registration of a registrant under this Part the Registrar shall issue a certificate under that person’s hand and seal of office that the registrant is provisionally registered by way of continuation as an exempted company and specifying the date of such provisional registration.
The Registrar shall enter in a register maintained for the purpose the date of provisiona l registration and name of the registrant.
If a registrant which is provisionally registered under this Part is registered pursuant to section 201(2) it shall automatically cease to be provisionally registered and the Registrar shall cancel such provis ional registration.
Subsection (3) shall not apply to a registrant which is provisionally registered unless and until it is registered under section 201(2), and nothing in this section shall be construed as enabling a registrant which is provisionally registered to carry on business within the Islands unless it complies with the requirements of Part 9 .