The Risk Transformation Regulations 2017

Duties and powers of a relevant office holder appointed in respect of the core U.K.

2.—(1) The appointment of a relevant office holder in respect of the core, and the powers and duties of the relevant office holder, are confined to—

(a) the core;

(b) the business and affairs of the core; and

(c) the property held by the protected cell company on behalf of the core,

except to the extent that sub-paragraphs (2) to (8) provide otherwise.

(2) An administrator or liquidator appointed in respect of the core of a protected cell company has the following duties in relation to a cell of the protected cell company which is not in administration or liquidation—

(a) a duty to ensure the protected cell company dissolves the cell in accordance with regulation 178;

(b) if the administrator or liquidator considers that there is no realistic prospect of being able to carry out the duty referred to in sub-paragraph (a) in respect of the cell, a duty to enter into a transfer scheme in respect of the cell, or the assets and liabilities held by the protected cell company on behalf of the cell and the investments issued on the cell's behalf; or

(c) if the administrator or liquidator considers that there is no realistic prospect of being able to carry out the duties referred to in sub-paragraphs (a) and (b) in respect of the cell, a duty to apply to the court for a winding-up order in respect of the cell.

(3) But sub-paragraph (2) does not apply where—

(a) the core of a protected cell company is in administration;

(b) an objective of the administration is to rescue the core as a going concern; and

(c) the administrator thinks that it is reasonably practicable to achieve that objective.

(4) An administrator or liquidator appointed in respect of the core of a protected cell company may exercise the powers mentioned in sub-paragraph (5)—

(a) in relation to a cell of the protected cell company which is not in administration or liquidation; or

(b) in relation to a cell of the protected cell company which is in administration or liquidation provided the administrator or liquidator of the cell consents to the exercise of the power.

(5) The powers referred to in sub-paragraph (4) are—

(a) a power to fulfil a requirement imposed on the protected cell company by an enactment;

(b) a power to fulfil an obligation incurred by the protected cell company on behalf of a cell or which is attributable to a cell;

(c) a power to enter into a transfer scheme in respect of a cell, or the assets and liabilities held by the protected cell company on behalf of the cell and the investments issued on the cell's behalf;

(d) a power to apply to court for a winding-up order in respect of a cell;

(e) a power to dissolve a cell in accordance with regulation 178;

(f) a power to do anything necessary or expedient to comply with a duty imposed on the administrator or liquidator by sub-paragraph (2).

(6) Where a protected cell company has no cells, an administrator or liquidator of the core also has the power to dissolve the protected cell company in accordance with regulation 180.

(7) Where this paragraph imposes a duty, or confers a power, on an administrator or liquidator, that duty or power is to be treated as if it were imposed or conferred on the administrator or liquidator by—

(a) the Insolvency Act 1986 where the protected cell company has its registered office in England and Wales (or Wales) or Scotland;

(b) the Insolvency (Northern Ireland) Order 1989 where the protected cell company has its registered office in Northern Ireland.

(8) In this paragraph, “transfer scheme” means a transfer scheme within the meaning given by regulation 170.