Section 147H
of International Business Companies Order, 2000
Section 147H
(a)
where the resolution is passed by the company, in respect of any of the company's cells; or
(b)
where the resolution is passed by the holders of dedicated shares, in respect of the cell in which the dedicated shares are held.
(2)
No reduction of dedicated share capital may be made except in accordance with section 43, mutatis mutandis, and for such purpose “IBC” shall be deemed to be replaced by
“cell” and the company may, so far as is necessary, alter its Memorandum.
(3)
Subject to subsection (4), notice of proposed resolution authorising the reduction of dedicated share capital shall be given to –
(a)
the DCC (except where the company is itself the applicant);
(b)
the receiver (if any) of the cell;
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(c)
the liquidator (if any) of the company;
(d)
the administrator (if any) of the cell or the company;
(e)
the Authority;
(f)
all holders of dedicated shares of the cell (other than the applicant, in cases where the applicant is the holder of such shares);
(g)
subject to section 43(4), every creditor; and
(h)
such other persons as the Authority may direct, who shall each be given a reasonable opportunity of making representations to the Authority before the resolution is passed.
(4)
The Authority may dispense with the requirement to give notice to any person or body mentioned in subsection (3).
(5)
The resolution authorising the reduction of dedicated share capital shall, when filed with the Register with the notice required under section 43 –
(a)
be deemed to be substituted for the corresponding part of the DCC’s
Memorandum; and
(b)
have effect as if originally contained therein, but without prejudice to anything done in accordance with the provisions of the Memorandum before the date of the order. ·
(6)
Any person mentioned in subsection (3) who believes they would be materially adversely affected by the proposed reduction of capital may apply to the Court for relief, and the Court may refuse or grant relief on such terms as it thinks fit.
(7)
If a DCC’s dedicated share capital is reduced, no past or present holder of dedicated shares of the cell in question shall (subject to the following provisions of this section)
be liable in respect of any cell share to any call or contribution exceeding the amount of the difference (if any) between the following amount –
(a)
the amount of the cell share as fixed by the order of the Court authorising the reduction of dedicated share capital; and
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(b)
the amount paid on the cell share or (if appropriate) the reduced amount deemed to have been paid on it.
(8)
Subsections (9) and (10) apply if –
(a)
a creditor whose consent is required under this section to the reduction of dedicated share capital has not, without neglect or default on his part, been given written notice by the company that his consent to the reduction is required; and
(b)
after the reduction of dedicated share capital, the dedicated assets attributable to the cell in question (when account is taken of the company’s general assets, unless there are no creditors in respect of that cell entitled to have recourse to the company’s general assets) are or are likely to be insufficient to discharge the claims of the creditors in respect of that cell.
(9)
Every person who, at the date of the resolution authorising the reduction of dedicated share capital, was a holder of dedicated shares of the cell in question shall be liable to contribute towards payment of the liability in question an amount not exceeding that which he would have been liable to contribute if the winding-up of the company had commenced on the day before that date.
(10)
If the DCC is wound up or if a receivership order is made in respect of the cell of the company in relation to which the order of the Court authorising the reduction of dedicated share capital was made, the Court, on the application of the creditor in question and upon proof of the matters set out in subsection (8)(a), may if it thinks fit settle a list of persons accordingly so liable to contribute, and may make and enforce calls and orders against the contributories settled on the list as if they were ordinary contributories in a winding-up.
(11)
Nothing in subsections (8), (9) and (10) shall affect the rights of the contributories among themselves.
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(12)
The offences and penalties prescribed in section 43(7) shall, mutatis mutandis, apply to this section.
Name and Memorandum of DCC.