Companies Act (Cap. 386), article 84A

84A. (1) The Minister, in consultation with the Minister responsible for finance and acting on the advice of the competent authority under the Insurance Business Act , may make regulations which provide for the formati on, constitution, authorisation an d regulation of cell companies, m ake it possible for a company authorised under the Insurance Bu siness Act, to carry on busine ss of insurance, or any other busin ess as may be prescribed, to co nvert into a cell company, and for all matters that may arise in conn ection therewith; and for the better carrying out of the provisions of this article, and without prejudice to the generality of the foregoi ng, may, by such regulations, in particular - (a) make provision regarding the contents of the memorandum and articles of association of a cell company, including provision for the creation by the cell company of any one or more cells, and for segregating and protecting the cellular and other assets of the company, and establish reporting and other disclosure requirements; (b) exempt or provide for the exemption of such company from any of the provisions of this Act or of any other law in force, subject to such modifications, variations and conditions as may be specified; and that in so far as any of the provisions of such regulations are inconsistent with the provisions of this Act or of any other law, such provisions in any such re gulations shall prevail; (c) make provision for the manner and the form whereby a cell company may create and issue cell shares and to m a k e a n y p r o v i s i o n r e l a t i n g t o t h e a s s e t s o f t h e c e l l company, including the requirement that the assets of a cell company should be of a specified class or description, or any other requirements in respect of the quality, nature or extent of such assets; (d) make provision allowing cel ls or the cellular assets attributable to any cell of a cell company to be transferable to any other person; (e) make provision for considering individual cells as separate and distinct entities for such purposes as may be established; (f) provide for any matter consequential, incidental to or connected with any of the above matters. Cap. 403. (1A) Where any such regulat ions have been issued, the competent authority as defined in the Insurance Business Act ma y issue rules in terms of article 4 of the Insurance Business Act as may be required for the better carrying out and to better imple ment the provisions of any such regulations. (2) For the purpose of this article - 52 CAP. 386.] COMP ANIES Cap. 403. Cap. 487. (a) "business of insurance" has the same meaning as assigned to it in article 2(1) of the Insurance Business Act and shall include the business carried on by a captive insurance undertaking and captive reinsurance undertaking in terms of the said Act, the business of an insurance manager and the business of insurance broking under the Insurance Distribution Act ; (b) "cell" means a cell created b y a cell company for the purpose of segregating and protecting the cellular assets of the company in such manner as may be prescribed and includes a reference to segregated accounts, compartments or units within a company having multiple accounts, compartments or units, by whatever name designated, and the word "cellular" shall be interpreted and applied accordingly; (c) "cellular assets" of a cell company means the assets of the company attributable t o any cell of the company as may be prescribed; and (d) "cell company" is a company formed or constituted as such or converted into a c ell company and creating w i t h i n i t s e l f o n e o r m o r e c e l l s f o r t h e p u r p o s e o f segregating and protecting the cellular assets of the company in such manner as may be prescribed; and in relation to the business of insurance manager, as well as the business of insurance broking, reference to a "company" shall include re ference to a partnership en commandite or similar or equiv alent body corporate, the capital of which is divided into shares. Application of article 84(10)(c) to collective investment schemes. Added by: IV . 2003.49. Cap. 370.