Section 55Part 8 — Foreign Limited Liability Companies
Deregistration of limited liability companies
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A limit ed liability company registered under this Act , which proposes to be registered by way of continuation as a foreign entity under the laws of any jurisdiction outside the Islands (hereinafter called a “transfer applicant”) may apply to the Registrar to be d eregistered in the Islands.
The Registrar shall so deregister a transfer applicant if —
the transfer applicant proposes to be registered by way of continuation in a jurisdiction which permits or does not prohibit the transfer of the transfer applic ant in the manner provided in this section (hereinafter in this section referred to as “a relevant jurisdiction”);
the transfer applicant has paid to the Registrar on or before the date of and in respect of the application a fee equal to three times the annual fee that would have been payable pursuant to section 57(1) in the January immediately preceding the application for deregistration by the transfer applicant;
the transfer applicant has filed (including by permitted electronic means) with the R egistrar notice of any proposed change in its name and of its proposed registered office or equivalent (and of its proposed agent for service of process, if applicable) in the relevant jurisdiction;
no petition or other similar proceeding has been file d and remains outstanding or order made or resolution adopted to wind up or liquidate the transfer applicant in any jurisdiction;
no receiver, liquidator, trustee in bankruptcy, administrator or other similar person has been appointed in any jurisdicti on and is acting in respect of the transfer applicant, its affairs 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 transfer applicant ar e and continue to be suspended or restricted;
the transfer applicant is able to pay its debts as they fall due;
the application for deregistration is bona fide and not intended to defraud creditors of the transfer applicant;
the transfer applic ant has delivered (including by permitted electronic means) to the Registrar an undertaking signed by an authorised person on behalf of the limited liability company that notice of the transfer has been or will be given within twenty - one days to the secure d creditors of the transfer applicant, if any;
any consent or approval to the transfer required by any contract or undertaking entered into or given by the transfer applicant has been obtained, released or waived, as the case may be;
the transfer i s permitted by and has been approved in accordance with the LLC agreement of the transfer applicant;
the laws of the relevant jurisdiction with respect to transfer have been or will be complied with;
the transfer applicant, if licensed or registere d with the Authority under any of the regulatory laws in force in the Islands or previously licensed or registered with the Authority and that licence or registration was suspended or revoked and not reinstated, has obtained the consent of the Authority;
the transfer applicant will upon registration under the laws of the relevant jurisdiction continue as a foreign entity; and
the transfer applicant is in good standing with the Registrar, all outstanding fees due to the Registrar in relation to the t ransfer applicant are paid and the Registrar is not aware of any other reason why it would be against the public interest to deregister the transfer applicant.
Subsection (2)(a), (d), (e), (f), (g), (h), (j), (k), (l), (m) and (n) shall be satisfied b y filing with the Registrar a voluntary declaration or affidavit of an authorised signatory of the applicant to the effect that, having made due enquiry, the authorised signatory 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 transfer applicant made up to the latest practicable date before the making of the declaration or affidavit.
Upon deregistration of a transfer applicant under this Part, the Registrar shall issue a certificate under the Registrar’s hand and seal of office that the transfer applicant has been deregistered as a limited liability company and specifying the date of such deregistration.
The Registrar shall enter in the Register the date of deregistration of the transfer applicant.
From the commencement of the date of deregistration the transfer applicant shall cease to be a limited liability company for all purposes under this Act and shall continue as a foreign entity under the laws of the relevant jurisdiction except that this subsection shall not operate —
to create a new legal entity;
to prejudice or affect the identity or continuity of the transfer applicant as previou sly constituted;
to affect the property of the transfer applicant;
to affect any appointment made, resolution passed or any other act or thing done in relation to the transfer applicant pursuant to a power conferred by the LLC agreement of the tran sfer applicant or by the laws of the Islands;
except to the extent provided by or pursuant to this Act , to affect the rights, powers, authorities, functions and liabilities or obligations of the transfer applicant or any other person; or
to render defective any legal proceedings by or against the transfer applicant, and any legal proceedings that could have been continued or commenced by or against the transfer applicant before its deregistration hereunder may, notwithstanding the deregistration, be continued or commenced by or against the transfer applicant after deregistration.
The Registrar shall forthwith give notice in the Gazette of the deregistration of a transfer applicant under this Part, the jurisdiction under the laws of which the tran sfer applicant has been registered by way of continuation and name of the transfer applicant, if changed.
A person who makes a declaration or affidavit under subsection (3) without reasonable grounds therefor commits an offence and is liable on summary conviction to a fine of fifteen thousand dollars or to imprisonment for a term of five years, or both.