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Third Supplement to the Gibraltar Gazette
No. 3,228 of 14th June 2001

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B. 20/01

THE PROTECTED CELL COMPANIES ORDINANCE 2001

ARRANGEMENT OF SECTIONS

1. Title and commencement
2. Interpretation

PART I

FORMATION & ATTRIBUTES

3. Protected cell companies.
4. Creation of cells.
5. Cellular and non-cellular assets.
6. Position of creditors
7. Recourse to cellular assets by creditors.
8. Cell shares and share capital.
9. Reduction of cell share capital.
10. Name and memorandum of protected cell company.
11. Consent of Commissioner or Finance Centre Director required for protected cell company.
12. Incorporation of company as protected cell company.
13. Liability of cellular assets.
14. Disputes as to liability attributable to cells.
15. Company to inform persons they are dealing with protected cell company.
16. Attribution of non-cellular assets and liabilities.
17. Provisions in relation to liquidation of protected cell company.
18. Transfer of cellular assets from protected cell company.

PART II

RECEIVERSHIP ORDERS

19. Receivership orders in relation to cells.
20. Applications for receivership orders.
21. Functions of receiver and effect of receivership order.
22. Discharge and variation of receivership orders.
23. Remuneration of receiver.

PART III

ADMINISTRATION ORDERS

24. Administration orders in relation to protected cell companies or cells.
25. Applications for administration orders.
26. Functions of administrator and effect of administration order.
27. Discharge and variation of administration orders.
28. Remuneration of administrator.

PART IV

GENERAL PROVISIONS

29. Offences.

B. 20/01

BILL

FOR

AN ORDINANCE to provide for Protected Cell Companies in Gibraltar.

ENACTED by the Legislature of Gibraltar.

Title and commencement.

1. This Ordinance may be cited as the Protected Cell Companies Ordinance 2001 and comes into operation on the day appointed by the Minister by notice in the Gazette.

Interpretation.

2.(1) In this Ordinance, unless the context requires otherwise–

“administration order" means an order of the Court under section 24 in relation to a protected cell company or a cell thereof;

"administrator" means the person appointed as such by an administration order;

"cell" means a cell created by a protected cell company for the purpose of segregating and protecting cellular assets in the manner provided by this Ordinance;

"cell shares" means shares created and issued by a protected cell company in respect of one of its cells pursuant to the provisions of section 8, the proceeds of the issue of which (the "cell share capital") shall be comprised in the cellular assets attributable to that cell;

"cell share capital" means the proceeds of issue of cell shares;

"cell transfer order" means an order of the Court under section 18(3) sanctioning the transfer of the cellular assets attributable to any cell of a protected cell company to another person;

"cellular assets" of a protected cell company means the assets of the company attributable to the company's cells pursuant to section 5(4);

"cellular dividend" means a dividend payable by a protected cell company in respect of cell shares pursuant to the provisions of section 8(3);

“Commissioner” means the Commissioner appointed under the Financial Services Commission Ordinance 1989;

“Minister” means the Minister with responsibility for Trade, Industry and Telecommunications;

"non-cellular assets” of a protected cell company comprise the assets of the company which are not cellular assets;

"prescribed" means prescribed by regulations;

“protected cell company” means a company incorporated as, or converted into, a protected cell company in accordance with the provisions of this Ordinance;

"receiver" means a person appointed as such by a receivership order;

"receivership order” means an order of the Court under section 19 in relation to a cell of a protected cell company;

“Registrar” means the Registrar of Companies;

"transaction" means anything (including, without limitation, any agreement, arrangement, dealing, disposition, circumstance, event or relationship) whereby any liability arises or is imposed; and cognate expressions shall be construed accordingly.

(2) Expressions used in this Ordinance shall (unless the context requires otherwise) have the same meanings as in the Companies Ordinance.

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