Section 9Part 10 — Transition
Capacity and separate legal personality
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A limited liability company shall not carry on business with the public in the Islands, except in furtherance of the business or affairs of the limited liability company carried on outside the Islands but nothing in this section shall be construed so as to prevent t he limited liability company effecting and concluding contracts in the Islands and exercising in the Islands all of its powers necessary for, or ancillary to, the carrying on of its business or affairs outside the Islands.
If a limited liability company carries on any business in the Islands in contravention of subsection (1) then, without prejudice to any other proceedings that may be taken in respect of the contravention, the limited liability company and every manager of the limited liability company who is responsible for the contravention commits an offence and is liable on summary conviction to a fine of five hundred dollars for every day during which the contravention occurs or continues, and the limited liability company shall be liable to be imm ediately dissolved and removed from the Register in the discretion of the Registrar.
From the date of registration, a limited liability company shall be a body corporate (with legal personality separate from that of its members from time to time) havin g the name contained in the certificate of registration, capable forthwith of exercising all the functions of a natural person of full capacity irrespective of any questions of corporate benefit and, without limitation, having perpetual succession, the cap acity to sue and to be sued, defend legal proceedings in its name, and with power to acquire, hold and dispose of property but with such liability on the part of the members to contribute to the assets of the limited liability company in the event of its b eing wound up as is provided pursuant to this Act .
Unless its LLC agreement provides otherwise, a limited liability company has the power to do all things necessary or convenient to carry on its business or affairs, including, without limitation, power to —
purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with real or personal property, or any legal or equitable interest in property, wherever located;
sell, convey, mortgage, charge, grant a security interest in, lease, exchange, and otherwise encumber or dispose of all or any part of its property;
purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, grant a security interest in, or otherwise dispose of and deal in and with, shares or other interests in or obligations of any other entity;
make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the limited liability company, and secure any of its obligations by a mortgage on, charge over or a security interest in any of its property, franchises, or income;
lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
be a promoter, partner, member, associate, director or manager of any partnership, joint venture, trust, company, limited liability company or other entity or act as a general partner (sol e or otherwise) of an exempted limited partnership or of any other limited partnership;
conduct its business or affairs, locate offices, and exercise the powers granted by this Act within or outside the Islands;
elect managers and appoint officers, employees, and agents of the limited liability company, define their duties, fix their compensation, and lend them money and provide credit;
pay pensions and establish pension plans, pension trusts, profit sharing plans, bonus plans, option plans, and benefit or incentive plans for any or all of its current or former members, managers, officers, employees, and agents;
make donations for the public welfare or for charitable, scientific, or educational purposes;
make payments or donations, or do any other act, not inconsistent with any applicable law, that furthers the purpose of the limited liability company;
make contracts of guaranty and suretyship, and enter into interest rate, currency, hedge or other swap agreements, or cap, floor, put, call, option, exchange or collar agreements, derivative agreements or other agreements similar to any of the foregoing; and
subject to the other provisions of this Act , indemnify and hold harmless any member or manager or other person from and against any and all claims and demands.
The existence of a limited liability company as a separate legal person shall continue until cancellation of the limited liability company’s certificate of registration pursuant to this Act and the Registrar’s recording the deregistration or striking off of the limited liability company from the Register.