Malaysia legislation
Section 130Z
Section 130Z
A Labuan protected cell company may—
(a)
transfer a cell asset attributable to a cell of the Labuan protected cell company to another cell of the Labuan protected cell company; or
(b)
amalgamate or consolidate a cell of the Labuan protected cell company with, or into, one or more other cells of the
Labuan protected cell company:
Provided that the Authority has given its written consent when it is satisfied that—
(i)
the creditors of the Labuan protected cell company entitled to have recourse to the cell assets attributable to the cell have consented to the transfer, amalgamation or consolidation, as the case may be, or otherwise would not be unfairly prejudiced; and
(ii)
the shareholders of the Labuan protected cell company and of each relevant cell consent to the transfer, amalgamation or consolidation, as the case
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may be, or otherwise would not be unfairly prejudiced.
Transfer of cell assets
130ZA. (1) Subject to the provisions of this section, a Labuan protected cell company may transfer cell assets attributable to any cell of the Labuan protected cell company, but not the general assets of the Labuan protected cell company, to another person, whether resident or incorporated, and whether or not a Labuan protected cell company.
(2)
No transfer in subsection (1) may be made except where it was made under the authority of a special resolution of the shareholders made on the recommendation of a directors’ resolution:
Provided that the directors shall not make a recommendation in relation to a cell in a Labuan protected cell company unless they are satisfied that—
(a)
the creditors of the Labuan protected cell company entitled to have recourse to the cell assets attributable to the cell have consented to the transfer; or
(b)
those creditors would not be unfairly prejudiced by the transfer; and
(c)
the Authority has given its prior consent to the transfer.
(3)
The Authority may attach such conditions as it thinks fit to a consent given under paragraph (2)(c), including conditions as to the discharging of claims of creditors entitled to have recourse to the cell assets attributable to the cell in relation to which the consent is sought.
(4)
The Authority may consent to a transfer of cell assets notwithstanding that—
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(a)
an approved liquidator has been appointed to act in respect of the Labuan protected cell company or the Labuan protected cell company has passed a resolution for voluntary winding up;
(b)
a receivership order has been made in respect of the cell, the
Labuan protected cell company or any other cell of the
Labuan protected cell company; or
(c)
an administration order has been made in respect of the cell, the Labuan protected cell company or any other cell thereof.
(5)
The provisions of this section are without prejudice to the power of a Labuan protected cell company lawfully to make payments or transfers from the cell assets attributable to any cell of the Labuan protected cell company to a person entitled, in conformity with the provisions of this Part, to have recourse to those cell assets.
(6)
This section shall not apply to the transfer of cell assets attributable to any cell of a Labuan protected cell company in the ordinary course of business of the Labuan protected cell company through payments, investments or otherwise.
Receivership and winding up of Labuan protected cell company and cell liquidation
130ZB. (1) Notwithstanding any written law or rule of law to the contrary, in the receivership and winding up of a Labuan protected cell company or any cell of a Labuan protected cell company, the approved liquidator—
(a)
shall be bound to deal with the general assets of the Labuan protected cell company or the cell assets of each cell of the
Labuan protected cell company in accordance with the requirements set out in subsection 130S(3); and
(b)
in the discharge of the claims of creditors of the Labuan protected cell company or of each cell of the Labuan
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protected cell company, shall apply the assets of the protected cell company to those entitled to have recourse thereto in conformity with the provisions of this Part.
(2)
The provisions relating to the distribution of property on receivership and winding up shall apply to the protected cell company, subject to such modifications as may be necessary to bring them in conformity with this Part.
Application of this Act
130ZC. For the avoidance of doubt, all the provisions of this Act relating to a Labuan company shall apply to a Labuan protected cell company, and where the context permits or requires, shall apply with the necessary modifications to a cell of a Labuan protected cell company.