Section 147E
of International Business Companies Order, 2000
Section 147E
(2)
Subject to express written provision to the contrary, there shall be implied in every transaction entered into by a DCC the following terms –
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
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BLUV as at 20th June 2017
(a)
that no party shall seek, whether in any action, application or proceedings or otherwise attack, seize, freeze or otherwise exert any legal or equitable claim or right however or wheresoever, to make or attempt to make liable any dedicated assets attributable to any cell of the company in respect of a liability not attributable to that cell;
(b)
that if any party shall succeed contrary to paragraph (a) or by any means whatsoever or wheresoever in making liable any dedicated assets in respect of a liability not attributable to a cell, that party shall be liable to the company to pay a sum equal to the value of the benefit thereby obtained by him; and
(c)
that if any party shall succeed in seizing or attaching by any means or otherwise levying execution against any dedicated assets attributable to any cell of the company in respect of a liability not attributable to that cell, that party shall hold those assets or their proceeds on trust for the company in respect of the dedicated cell to which such dedicated assets are so dedicated and shall keep those assets or proceeds separate and identifiable as such trust property.
(3)
All assets or sums recovered by a DCC as a result of any such trust as is described in subsection (2)(c) shall be credited against any concurrent liability pursuant to the implied term set out in subsection (2)(b).
(4)
Any asset or sum recovered by a DCC pursuant to the implied terms set out in subsection (2)(b) or (2)(c) or by any other means whatsoever or wheresoever in the events referred to in that subsection shall, after the deduction or payment of any costs of recovery, be applied by the company so as to compensate the cell affected.
(5)
In the event of any dedicated assets attributable to a cell of a DCC being taken in execution in respect of a liability not attributable to that cell, and in so far as such assets or compensation in respect thereof cannot otherwise be restored or made to the cell affected, the company shall –
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
128
BLUV as at 20th June 2017
(a)
cause or procure its auditor, acting as expert and not as arbitrator, to certify the value of the assets lost to the cell affected; and
(b)
transfer or pay, from the cellular or general assets to which the liability was attributable to the cell affected, assets or sums sufficient to restore to the cell affected the value of the assets lost.
(6)
Where under subsection (5)(b) a DCC is obliged to make a transfer or payment from dedicated assets attributable to a cell of the company, and those assets are insufficient, the company shall so far as possible make up the deficiency from its general assets.
(7)
This section shall have extra-territorial application.
(8)
Any party who wilfully and without colour of right acts in breach of any term implied by subsection (2) is guilty of an offence and liable on conviction to imprisonment for a term not exceeding one year and a fine not exceeding two hundred thousand dollars.
Creditors of dedicated assets.