Section 155B
Migration of IBC to company incorporated under Chapter 39
of International Business Companies Order, 2000
(1)
Subject to subsection (2), an IBC may migrate to become a company incorporated under the Companies Act.
(2)
An IBC may not migrate under this Part if –
(a)
the IBC is being wound up, is in liquidation or has been declared insolvent;
(b)
a receiver or administrator has been appointed, whether by the Court or otherwise, in relation to any property of the IBC;
(c)
the IBC 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 the
Court –
(i)
to put the IBC into liquidation, to wind it up or to have it declared insolvent;
(ii)
for the approval of a compromise or arrangement between the
IBC and a creditor; or
(iii)
for the appointment of a receiver or administrator in relation to any property of the IBC.
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(3)
An application by an IBC to migrate under this Part shall be made to the
Registrar within 6 months from the date of commencement of this Order or such longer period as approved by the Authority, on payment of a fee of $750 and accompanied by the following –
(a)
a certified copy of its certificate of incorporation issued under section 11(3);
(b)
a copy of the Memorandum and Articles complying with subsections (4)
and (5);
(c)
evidence satisfactory to the Registrar that the application to be so migrated and the Memorandum and Articles have been approved –
(i)
by a majority of the directors or the other persons who are charged with exercising the powers of the IBC; or
(ii)
in such other manner as may be established by the IBC for exercising the powers of the IBC; and
(d)
evidence satisfactory to the Registrar that the IBC is not disqualified from migration under subsection (2).
(4)
Subject to subsection (5), the Memorandum of an IBC to migrate under this Part shall include the following –
(a)
the name of the IBC;
(b)
whether the IBC is –
(i)
a company limited by shares;
(ii)
a company limited by guarantee that is not authorised to issue shares;
(iii)
a company limited by guarantee that is authorised to issue shares;
(iv)
an unlimited company that is not authorised to issue shares; or
(v)
an unlimited company that is authorised to issue shares;
(c)
the address of the first registered office of the IBC;
(d)
in the case of a company limited by shares or otherwise authorised to issue shares –
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
(i)
the maximum number of shares that the IBC is authorised to issue or that it is authorised to issue an unlimited number of shares; and
(ii)
the classes of shares that the IBC is authorised to issue and, if it is authorised to issue two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares;
(e)
in the case of a company limited by guarantee, whether or not it is authorised to issue shares, the amount which each guarantee member of the IBC is liable to contribute to its assets in the event that a liquidator is appointed under the Insolvency
Order, 2016 (S 1/2016), whilst he is a member; and
(f)
such other information and documents, if any, as the Registrar may require, either generally or in relation to a particular application.
(5)
The Memorandum of an IBC applying to migrate under this Part shall, in addition to the matters required to be stated under subsection (4) –
(a)
state the names and addresses of the directors of the IBC and of persons
(if different) who are to be its directors after the migration under this Part; and
(b)
be accompanied by a statement signed by each of the persons who is to be a director of the IBC after such migration consenting to being such a director.
(6)
The Memorandum of an IBC applying to migrate under this Part shall be signed by, or on behalf of, the persons who have approved the Memorandum and Articles under subsection (3)(c).