Section 147O
of International Business Companies Order, 2000
Section 147O
(a)
inform any person with whom it transacts that it is a DCC; and
(b)
for the purposes of that transaction, identify or specify the cell in respect of which that person is transacting, unless that transaction is not a transaction in respect of a particular cell.
(2)
If, in contravention of subsection (1), a DCC –
(a)
fails to inform a person that he is transacting with a DCC, and that person is otherwise unaware that, and has no reasonable grounds to believe that, he is transacting with a DCC; or
(b)
fails to identify or specify the cell in respect of which a person is transacting, and that person is otherwise unaware of, and has no reasonable basis of knowing, which cell he is transacting with, then, in either such case –
(i)
the directors shall (notwithstanding any provision to the contrary in the company's Articles or in any contract with the company or otherwise) incur personal liability to that person in respect of the transaction; and
Incorporating amendments until S 53/2017
(Clean Vesion) NANI/zimah _ as of 11 February 2020
136
BLUV as at 20th June 2017
(ii)
the directors shall have a right of indemnity against the general assets of the company, unless they were fraudulent, reckless or negligent, or acted in bad faith.
(3)
Notwithstanding the provisions of subsection (2)(i), the Court may relieve a director of all or part of his personal liability thereunder if he satisfies the Court that he ought fairly to be so relieved because –
(a)
he was not aware of the circumstances giving rise to his liability and, in being not so aware, he was neither fraudulent, reckless or negligent, nor acted in bad faith;
(b)
he expressly objected, and exercised such rights as he had as a director, whether by way of voting power or otherwise, so as to try to prevent the circumstances giving rise to his liability; or
(c)
his office was of such a nature that he owed no duty to the cell concerned, and he had complied with section 147D(8).
(4)
Where, pursuant to the provisions of subsection (3), the Court relieves a director of all or part of his personal liability under subsection (2)(i), the Court may order that the liability in question shall instead be met from such of the cellular or general assets of the DCC as may be specified in the order.
(5)
Any provision in the articles of a DCC, and any other contractual provision under which the DCC may be liable, which purports to indemnify directors in respect of conduct which would otherwise disentitle them to an indemnity against general assets by virtue of subsection (2)(ii), shall be void.
Attribution of general assets and liabilities.