Section 205Part 12 — Transfer by Way of Continuation
Notice of registration, etc., to be given in Gazette
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The Registrar shall forthwith give noti ce in the Gazette of the registration of a registrant under this Part, the jurisdiction under whose laws the registrant was previously incorporated, registered or existing and the previous name of the registrant if different from the current name. 206. Deregistration of exempted companies including companies registered under this Part 206 .
An exempted company incorporated and registered with limited liability and a share capital under this Act , including a company registered by way of continuation un der this Part, which proposes to be registered by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Islands (hereinafter called an “applicant”) may apply to the Registrar to be de registered in the Islands.
The Registrar shall so de register an applicant if —
the applicant proposes to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the applicant in the manner provided in this part (here inafter in this section referred to as “a relevant jurisdiction”);
the applicant has paid to the Registrar a fee equal to three times the annual fee that would have been payable pursuant to section 169 in the January immediately p receding the application for de registration by an exempt company having the same registered capital as the applicant on the date of that application;
the ap plicant has filed with the Registrar notice of any proposed change in its name and of its proposed registered office or agent for service of process in the relevant jurisdiction;
no petition or other similar proceeding has been filed and remains outsta nding or order made or resolution adopted to wind up or liquidate the applicant in any jurisdiction;
no receiver, trustee or administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the applicant, its aff airs or its property or any part thereof;
no scheme, order, compromise or other similar arrangement has been entered into or made whereby the rights of creditors of the applicant are and continue to be suspended or restricted;
the applicant is able to pay its debts as they fall due;
the application for de registration is bona fide and not intended to defraud creditors of the applicant;
the applicant has delivered to the Registrar an undertaking signed by a director that notice of the transfer has been or will be given within twenty - one days to the secured creditors of the applicant;
any consent or approval to the transfer required by any contract or undertaking entered into or given by the applicant has been obtained, released or waived, a s the case may be;
the transfer is permitted by and has been approved in accordance with the memorandum and articles of association of the applicant;
the laws of the relevant jurisdiction with respect to transfer have been or will be complied with;
the applicant, if licensed under the Ban ks and Trust Companies Act ( 2021 Revision ) , or the Insurance Act , 2010 [Law 32 of 2010] or, if so previously licensed and in respect of which such licence shall have been suspended or revoked and not reinstated, has obtained consent of the Authority to the transfer;
the applicant will upon registration under the laws of the relevant jurisdiction continue as a body corporate limited by shares; and
the Registrar is not aware of any other reason why it would be ag ainst the public interest to de register the applicant.
Paragraphs (d), (e), (f), (g), (h), (j), (k), (l) and (n) of subsection (2) shall be satisfied by filing with the Registrar a declaration or affidavit of a director of the applicant to the ef fect that, having made due enquiry, that person is of the opinion that the requirements of those paragraphs have been met and which declaration or affidavit shall include a statement of the assets and liabilities of the applicant made up to the latest prac ticable date before the making of the declaration or affidavit.
A person who, being a director, makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine o f fifteen thousand dollars and to imprisonment for five years.