Section 143
of International Business Companies Order, 2000
Section 143
(1)
In accordance with the provisions of this Part, a foreign company may convert into an IBC and in this Part, in relation to a foreign company, the “local law” means the law of the jurisdiction in which it is incorporated.
(2)
A foreign company may not so convert unless –
(a)
it fulfils and will continue to fulfil the conditions in section 6;
(b)
it is able under the local law to transfer its incorporation;
(c)
it has complied with the provisions of the local law as to the transfer of incorporation;
(d)
where the local law does not require the members of the company or a specified portion of them, to consent to the transfer of incorporation, the
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
120
BLUV as at 20th June 2017
proposed transfer has been approved by a 75 per cent resolution of the members; and
(e)
the liability of the members of the company is limited in the way specified in section 5(3)(a), (b), (c) or (e), construing the reference in those provisions to the Memorandum as referring to any document having similar effect under the local law.
(3)
Without prejudice to subsection (2), a foreign company may not convert into an
IBC if –
(a)
the company is being wound up, is in liquidation or has been declared insolvent;
(b)
a receiver or administrator has been appointed, whether by a court or otherwise, in relation to any property of the company;
(c)
the company has entered into a compromise or arrangement with a creditor and the compromise or arrangement is in force; or
(d)
an application, which has not been disposed of, has been made to a court –
(i)
to put the company into liquidation, to wind it up or to have it declared insolvent;
(ii)
for the approval of a compromise or arrangement between the company and a creditor; or
(iii)
for the appointment of a receiver or administrator in relation to any property of the company.
(4)
In subsection (3), “court” means a court or other judicial tribunal, wherever situated.
(5)
Without prejudice to subsections (2) and (3), a foreign company may not convert into an IBC unless, immediately after conversion, the company will, applying the test in section 124(3), fulfil the solvency conditions at that time.
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
121
BLUV as at 20th June 2017
Application to Registrar for registration as an IBC.