The Risk Transformation Regulations 2017

• (b) any other cell which has entered into enforceable arrangements with that cell.

• (4) But paragraph (2) does not apply where a cell is deemed to be dissolved as a consequence of a Case 1 transfer scheme or Case 2 transfer scheme (within the meaning given by regulation 170).

• (5) The notification referred to in paragraph (2) must—

• (a) be in writing;

• (b) identify the cell which the protected cell company intends to dissolve;

• (c) state the date on which the notification is sent; and

• (d) state that if the recipient intends to object to the dissolution of the cell, then any objections must be received by the protected cell company within a period of two months beginning with the date when the notification was sent.

• (6) The cell may only be dissolved in the following cases—

• (a) none of the interested persons object within the period referred to in paragraph (5)(d);

• (b) one or more of the interested persons objects within the period referred to in paragraph (5)(d) and those objections are subsequently withdrawn;

• (c) one or more of the interested persons objects within the period referred to in paragraph (5)(d) and—

• (i) the FCA or PRA is not one of the interested persons who objects; and

• (ii) the person or persons objecting have not commenced court proceedings against the protected cell company in respect of the cell, or put the cell into administration or liquidation, within the relevant period;

• (d) the cell is deemed to be dissolved by virtue of—

• (i) regulation 176(2)(a) or 176(3)(j); or

• (ii) an order of the court made under regulation 175 or 177;

• (e) the cell is put into administration and the cell is deemed to be dissolved at the end of administration (see paragraph 84 of Schedule B1 to the Insolvency Act 1986 and paragraph 85 of Schedule B1 to the Insolvency (Northern Ireland) Order 1989, as applied by regulation 166);

• (f) the cell is put into liquidation and the cell is dissolved after winding up (see sections 202 to 205 of the Insolvency Act 1986 and Articles 167 to 169 of the Insolvency (Northern Ireland) Order 1989, as applied by regulation 166);

• (g) the court directs that the cell is to be dissolved.

• (7) In paragraph (6)(c), the “relevant period”—

• (a) begins with the date when notification is sent in accordance with paragraph (2) or, if notifications are sent on more than one date, the date when the last such notification is sent; and

• (b) lasts for a period of 12 months or, if court proceedings are brought against the protected cell company in respect of the cell or an application is made to court for the administration or winding up of the cell, such other period as may be specified by the court.

• (8) For the purposes of paragraph (7)(b), the court may specify another period after the expiry of the 12 month period referred to in that paragraph, provided the cell has not been dissolved when the court specifies that period.

• (9) When a protected cell company dissolves a cell, it must notify the interested persons.

• (10) The notification referred to in paragraph (9) must—

• (a) be in writing;

• (b) identify the cell which has been dissolved; and

• (c) state the time and date when it was dissolved.

Dissolution of a cell: effect on property and liabilities

179

• (1) Where a cell of a protected cell company is dissolved in accordance with regulation 178—

• (a) the protected cell company is released from all outstanding liabilities and obligations which were incurred on behalf of the cell or which are attributable to the cell;

• (b) any enforceable arrangements made between the cell and any other cell are deemed to be cancelled; and

• (c) any property of the protected cell company which is held on behalf of the cell is deemed to be moved to the core.

• (2) A resolution of the protected cell company for the dissolution of a cell is to be treated as an instrument of transfer for the purposes of any enactment requiring the delivery of an instrument of transfer for the registration of property.

• (3) Paragraph (1) is subject to regulations 181 to 185 (which are concerned with restoration).

Dissolution of a protected cell company

180

• (1) A protected cell company may be dissolved in the following cases—

• (a) the protected cell company makes an application to the FCA for its dissolution;

• (b) the core of the protected cell company is put into administration and the protected cell company is dissolved at the end of administration (see paragraph 84 of Schedule B1 to the Insolvency Act 1986 and paragraph 85 of Schedule B1 to the Insolvency (Northern Ireland) Order 1989, as applied by regulation 167);

• (c) the core of the protected cell company is put into liquidation and the protected cell company is dissolved after winding up (see sections 202 to 205 of the Insolvency Act 1986 and Articles 167 to 169 of the Insolvency (Northern Ireland) Order 1989 as applied by regulation 167).

• (2) But a protected cell company may only be dissolved if the protected cell company has no cells.

• (3) Where a protected cell company applies to the FCA for its dissolution, the application must contain, or be accompanied by, a statement made by the directors of the protected cell company, or by a majority of them, that the protected cell company has no cells.

• (4) Where the FCA receives an application made under paragraph (1)(a) which contains, or is accompanied by, the statement referred to in paragraph (3), the FCA must publish a notice in the London, Edinburgh and Belfast Gazettes—

• (a) identifying the protected cell company;

• (b) stating that the FCA has received an application from the protected cell company for its dissolution; and

• (c) inviting any person to show cause as to why the protected cell company should not be dissolved.

• (5) On the expiry of a period of three months beginning with the date that the notice referred to in paragraph (4) was published in the London, Edinburgh and Belfast Gazettes, or the last such date if the notices are published on different dates, the FCA may—

• (a) notify the protected cell company that it intends to strike the protected cell company off the register;

• (b) record on its register of protected cell companies that the protected cell company is struck off the register; and

• (c) publish notice to that effect in the London, Edinburgh and Belfast Gazettes.

• (6) If the FCA is aware that the protected cell company intends to acquire or redeem shares issued on behalf of the core, the FCA may postpone publication of the notices referred to in paragraph (5)(c) for such period as appears to the FCA to be reasonable.

• (7) On the publication of the notices referred to in paragraph (5)(c), or the last such notice if the notices are published on different dates, the protected cell company is dissolved.

• (8) However—

• (a) the liability (if any) of every director of the protected cell company continues and may be enforced as if the protected cell company had not been dissolved; and

• (b) nothing in this regulation affects the power of the court to wind up the core or a cell of the protected cell company which has been struck off the register.

• (9) All property and rights whatsoever vested in or held on trust for the protected cell company immediately before its dissolution (including leasehold property, but not including property held on trust for another person) are deemed to be bona vacantia.

• (10) Sections 1012 to 1023 of the Companies Act 2006 (property of dissolved company) apply to all such property and rights as they apply to the property and rights of a company incorporated under the Companies Act 2006, with the following modifications—

• (a) references to the restoration of the company are to be treated as references to the restoration of the protected cell company; and

• (b) references to the registrar are to be treated as references to the FCA.

Restoration: applications to court

181

• (1) Where a cell of a protected cell company has been dissolved, an application may be made to the court to restore the cell.

• (2) Where a protected cell company has been dissolved, an application may be made to the court to restore the protected cell company to the register.

• (3) Where an application is made to restore a cell of a protected cell company and the protected cell company has been dissolved, then the application must be accompanied by an application to restore the protected cell company to the register.

• (4) In this regulation, “court” means the High Court or, in Scotland, the Court of Session.

Restoration: who may apply

182

• (1) An application under regulation 181(1) may be made by—

• (a) any person who would have been entitled to receive notice of the cell's dissolution under regulation 178(2);

• (b) the protected cell company;

• (c) a director of the protected cell company;

• (d) a former administrator or liquidator of the cell; or

• (e) any other person appearing to have an interest in the matter.

• (2) An application under regulation 181(2) may be made by—

• (a) a person who is entitled to make an application under regulation 181(1) for the restoration of a cell which formed part of the protected cell company;

• (b) a former director of the protected cell company;

• (c) a person who would, but for the dissolution of the protected cell company, have been—

• (i) a creditor of the protected cell company; or

• (ii) in a contractual relationship with the protected cell company;

• (d) a person with a potential legal claim against the protected cell company;

• (e) a person having an interest in land or other property—

• (i) in which the protected cell company had a superior or derivative interest;

• (ii) that was subject to rights vested in the protected cell company; or

• (iii) that received the benefit of obligations owed by the protected cell company;

• (f) a person who held shares issued on behalf of the core of the protected cell company immediately prior to the dissolution of the protected cell company;

• (g) a former administrator or liquidator of the core of the protected cell company;

• (h) the FCA;

• (i) the PRA; or

• (j) any other person appearing to have an interest in the matter.

Restoration: when an application may be made

183

An application to restore a cell or a protected cell company must be made within a period of six years beginning with the date when the cell or protected cell company (as the case may be) was dissolved.

Decision on application for restoration

184

• (1) On an application under regulation 181(1), the court may order the restoration of a cell if—

• (a) the requirements of regulation 178 were not complied with in relation to the dissolution of the cell; or

• (b) the court considers it just to do so.

• (2) On an application under regulation 181(2), the court may order the restoration of a protected cell company if—

• (a) the requirements of regulation 180 were not complied with in relation to the dissolution of the protected cell company; or

• (b) the court considers it just to do so.

• (3) If the court orders the restoration of the cell or the protected cell company, the restoration takes effect on a copy of the court's order being delivered to the FCA.

• (4) Where a protected cell company is restored to the register, the FCA must publish notice of the restoration of the protected cell company in the London, Edinburgh and Belfast Gazettes.

• (5) The notices must state—

• (a) the name of the protected cell company;

• (b) the protected cell company's registered number; and

• (c) the date on which restoration took effect.

Effect of court order for restoration

185

• (1) The general effect of an order restoring a cell or a protected cell company is that the cell or protected cell company (as the case may be) is deemed to have continued in existence as if it had not been dissolved.

• (2) The court may give directions and make such provision as seems just for placing the cell or protected cell company and all other persons in the same position (as nearly as may be) as if the cell or protected cell company had not been dissolved.

• (3) In particular, the court may give directions as to—

• (a) the delivery of documents to the FCA or PRA;

• (b) payment of the FCA's or PRA's costs in relation to the proceedings for restoration;

• (c) where property or a right previously vested in or held on trust for the protected cell company has vested as bona vacantia, the payment of the costs (in Scotland, the expenses) of the Crown representative—

• (i) in dealing with the property during the period of dissolution; or

• (ii) in connection with the proceedings on the application.

• (4) In this regulation, the “Crown representative” means—

• (a) in relation to property vested in the Duchy of Lancaster, the Solicitor to that Duchy;

• (b) in relation to property vested in the Duke of Cornwall, the Solicitor to the Duchy of Cornwall;

• (c) in relation to property in Scotland, the Queen's and Lord Treasurer's Remembrancer;

• (d) in relation to other property, the Treasury Solicitor.

• (5) Section 1034 of the Companies Act 2006 (effect of restoration where property has vested as bona vacantia) applies on the restoration of a protected cell company as it applies on the restoration of a company incorporated under the Companies Act 2006, but with the reference to section 1012 in subsection (1) being treated as a reference to regulation 180(9).

CHAPTER 18 — Offences

Offences by a body corporate

186

Section 400 of FSMA (offences by bodies corporate etc) applies to an offence under these Regulations as it applies to an offence under FSMA.

Jurisdiction and procedure in respect of offences

187

Section 403 of FSMA (jurisdiction and procedure in respect of offences) applies to an offence under these Regulations as it applies to an offence under FSMA.

CHAPTER 19 — Miscellaneous

Time period for giving notice to FCA

188

• (1) Where a provision of this Part requires a protected cell company to give notice of an event to the FCA, the notice must be given to the FCA within a period of 10 working days beginning with the day the event occurred.

• (2) Paragraph (1) does not apply where a provision of this Part specifies a different period.

Imposition of further requirements by the FCA or PRA

189

Nothing in this Part is to be taken as preventing or restricting the FCA or PRA from imposing further requirements on a protected cell company in accordance with the powers conferred on the FCA or PRA by or under FSMA.

Consequential amendments to legislation

190

Schedule 4 has effect.

Transitional provision: existing companies registered under the Companies Act 2006

191

The amendment made to paragraph (3) of Schedule 2 to the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 by paragraph 7 of Part 2 of Schedule 4 to these Regulations does not apply in relation to a company which was registered under the Companies Act 2006 before the coming into force of these Regulations.

SCHEDULE 1 — Welsh equivalents of English words and expressions

English	Welsh
and company	a'r cwmni / a chwmni / a'I gwmni
company	cwmni
company limited	cwmni cyfyngedig
insurance	yswiriant
insured	wedi'i yswirio
insurer	yswiriwr
limited	cyfyngedig
PCC	CUG
PCC Limited	CUG Cyfyngedig
PCC Ltd	CUG Cyf
protected cell company	cwmni unedau gwarchodedig
public limited company	cwmni cyfyngedig cyhoeddus
reinsurance	ailyswiriant
reinsured	wedi'i ailyswirio
reinsurer	ailyswiriwr
unlimited	anghyfyngedig

SCHEDULE 2 — Administration and liquidation of cells: modification of insolvency legislation

Duties and powers confined to the cell

1

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

• (a) the cell;

• (b) the business and affairs of the cell; and

• (c) the property held by the protected cell company on behalf of the cell.

• (2) In sub-paragraph (1), a “relevant office holder” means—

• (a) an administrator;

• (b) a liquidator;

• (c) a provisional liquidator; or

• (d) a special manager.

General application of the insolvency legislation

2

The insolvency legislation applies to a cell as if—

• (a) the cell is a body corporate with distinct legal personality;

• (b) the cell was incorporated on its creation;

• (c) the cell is registered in the part of the United Kingdom in which the protected cell company has its registered office;

• (d) the registered office of the cell is the registered office of the protected cell company;

• (e) the registered name of the cell is the name or number of the cell followed by “of” and the name of the protected cell company;

• (f) the registrar of companies is the FCA;

• (g) a person who is or was a director, shadow director, officer, employee or agent of the protected cell company is or was a director, shadow director, officer, employee or agent of the cell (as the case may be);

• (h) shares issued by the protected cell company on behalf of the cell are shares issued by the cell;

• (i) the cell's property, assets, liabilities, debts and creditors are determined in accordance with regulation 48(6);

• (j) arrangements made between the cell and another cell in accordance with regulations 68 and 69 are contracts entered into between the cell and the protected cell company acting on behalf of that other cell;

• (k) things done by the protected cell company on behalf of the cell are things done by the cell;

• (l) things done to the protected cell company in respect of the cell are things done to the cell;

• (m) judgments or orders made against the protected cell company in respect of the cell are judgments or orders made against the cell;

• (n) the books, papers, records, registers and other documents of the protected cell company are, insofar as they relate to the cell, books, papers, records, registers and documents of the cell; and

• (o) an associate of the protected cell company (within the meaning given by section 435 of the Insolvency Act 1986 or Article 4 of the Insolvency (Northern Ireland) Order 1989) is an associate of the cell.

Jurisdiction within the United Kingdom

3

• (1) This paragraph specifies which court in the United Kingdom has jurisdiction in relation to the administration or winding up of a cell of a protected cell company.

• (2) Her Majesty's High Court of Justice in England has jurisdiction where the registered office of a protected cell company is located in England and Wales (or Wales).

• (3) The Court of Session has jurisdiction where the registered office of a protected cell company is located in Scotland.

• (4) Her Majesty's High Court of Justice in Northern Ireland has jurisdiction where the registered office of a protected cell company is located in Northern Ireland.

Restrictions on applying for winding up

4

A person holding an investment issued on behalf of any cell of a protected cell company may not apply for—

• (a) the winding up of a cell; or

• (b) the appointment of a provisional liquidator in respect of a cell.

Appointment of administrator

5

• (1) Only the court may appoint an administrator of a cell.

• (2) Where a person makes an application to court for the administration of a cell, the person must file with the court notice of the existence of any insolvency proceedings in relation to the protected cell company or the cell anywhere in the world as soon as the person becomes aware of them.

• (3) The duty imposed by sub-paragraph (2) ceases on the making of an administration order.

Giving of notice

6

In the insolvency legislation—

• (a) a requirement that a company give notice of, or file, something is to be treated as a requirement that the protected cell company give notice of, or file, that thing on behalf of the cell; and

• (b) any requirement to give notice of something on the company's website is to be ignored.

Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”

7

If the protected cell company has (or had) permission to carry on a regulated activity under Part 4A (permission to carry on regulated activities) of FSMA, then Part 24 (insolvency) of FSMA applies to the cell as if the cell has (or had) that permission.

Further modifications to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989

8

• (1) The provisions of the Insolvency Act 1986 specified in the first column of Table 7 and the provisions of the Insolvency (Northern Ireland) Order 1989 specified in the second column of Table 7 apply to a cell with the modifications specified in the fourth column of Table 7.

Insolvency Act 1986	Insolvency (Northern Ireland) Order 1989	Subject Matter	Modification
Section 76	Article 63	Liability of past directors and shareholders	These provisions apply where a protected cell company has made a payment (“the relevant payment” for the purposes of these provisions) to redeem or acquire shares issued on behalf of the cell in breach of the requirements of regulation 106.
Section 76	Article 63	Liability of past directors and shareholders	The reference to the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for the purposes of the redemption or purchase is to be treated as a reference to the directors who authorised the redemption or purchase.
Section 103	Article 89	Cesser of directors' powers	Ignore these provisions.
Section 124	Article 104	Application for winding up	An administrator of the cell, or an administrator or liquidator of the core, may also present a petition for the winding up of a cell.
Section 216	Article 180	Restriction on re-use of names	Ignore these provisions.
Section 221	Article 185	Winding up of unregistered companies	Where an administrator or liquidator of the core of the protected cell company applies for the winding up of a cell, the cell may be wound up if the court is satisfied that the application is made in the discharge of the duty imposed on the administrator or liquidator by paragraph 2(2)(c) of Schedule 3 to these Regulations in relation to the cell.
Section 222	Article 186	Inability to pay debts: unpaid creditor for £750 or more	The written demand must be served on the cell by leaving it at the protected cell company's registered office or in such manner as the court may approve or direct.
Section 223	Article 187	Inability to pay debts: debt remaining unsatisfied after action brought	Ignore these provisions.
Paragraph 61 of Schedule B1	Paragraph 62 of Schedule B1	Administrator's general powers (removal and appointment of directors)	Ignore these paragraphs.
Paragraph 69 of Schedule B1	Paragraph 70 of Schedule B1	Administrator as agent	An administrator of a cell acts as agent for the protected cell company (on behalf of the cell).
Paragraph 83 of Schedule B1	Paragraph 84 of Schedule B1	Moving from administration to liquidation	Ignore these paragraphs.

Further modification to subordinate legislation

9

The provisions of any subordinate legislation made under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 apply to the cell with any necessary modifications.

SCHEDULE 3 — Administration and liquidation of the core: modification of insolvency legislation

Meaning of “relevant office holder”

1

In this Schedule, “relevant office holder” means—

• (a) an administrator;

• (b) a liquidator;

• (c) a provisional liquidator; or

• (d) a special manager.

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

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.

General application of the insolvency legislation

3

The insolvency legislation applies to the core as if—

• (a) the core is a body corporate with distinct legal personality;

• (b) the core was incorporated when the protected cell company was incorporated;

• (c) the core is registered in the part of the United Kingdom in which the protected cell company has its registered office;

• (d) the registered office of the cell is the registered office of the protected cell company;

• (e) the registered name of the core is “the core of” followed by the name of the protected cell company;

• (f) the registrar of companies is the FCA;

• (g) a person who is or was a director, shadow director, officer, employee or agent of the protected cell company is or was a director, shadow director, officer, employee or agent of the core (as the case may be);

• (h) shares issued by the protected cell company on behalf of the core are shares issued by the core;

• (i) the core's property, assets, liabilities, debts and creditors are determined in accordance with regulation 48(6);

• (j) things done by the protected cell company on behalf of the core are things done by the core;

• (k) things done to the protected cell company in respect of the core are things done to the core;

• (l) judgments or orders made against the protected cell company in respect of the core are judgments or orders made against the core;

• (m) the books, papers, records, registers and other documents of the protected cell company are, insofar as they relate to the core, books, papers, records, registers and documents of the core; and

• (n) an associate of the protected cell company (within the meaning given by section 435 of the Insolvency Act 1986 or Article 4 of the Insolvency (Northern Ireland) Order 1989) is an associate of the core.

Jurisdiction within the United Kingdom

4

• (1) This paragraph specifies which court in the United Kingdom has jurisdiction in relation to the administration or winding up of the core of a protected cell company.

• (2) Her Majesty's High Court of Justice in England has jurisdiction where the registered office of a protected cell company is located in England and Wales (or Wales).

• (3) The Court of Session has jurisdiction where the registered office of a protected cell company is located in Scotland.

• (4) Her Majesty's High Court of Justice in Northern Ireland has jurisdiction where the registered office of a protected cell company is located in Northern Ireland.

Restriction on applying for winding up

5

A person holding an investment issued on behalf of a cell of a protected cell company may not apply for—

• (a) the winding up of the core; or

• (b) the appointment of a provisional liquidator in respect of the core.

Appointment of administrator

6

• (1) Only the court may appoint an administrator of the core.

• (2) Where a person makes an application to court for the administration of the core, the person must file with the court notice of the existence of any insolvency proceedings in relation to the protected cell company or the core anywhere in the world as soon as the person becomes aware of them.

• (3) The duty imposed by sub-paragraph (2) ceases on the making of an administration order.

Giving notice

7

In the insolvency legislation, a requirement that a company give notice of, or file, something is to be treated as a requirement that the protected cell company give notice of, or file, that thing on behalf of the core.

Dissolution

8

References in the insolvency legislation to the dissolution of the company are to be treated as references to dissolution of the protected cell company, but a protected cell company may only be dissolved where the protected cell company has no cells.

Part 24 of FSMA: references to “regulated activities” and “PRA-authorised person”

9

If the protected cell company has (or had) permission to carry on a regulated activity under Part 4A (permission to carry on regulated activities) of FSMA, then Part 24 (insolvency) of FSMA applies to the core as if the core has (or had) that permission.

Further modification to specific provisions of the Insolvency Act 1986 and the Insolvency (Northern Ireland) Order 1989

10

• (1) The provisions of the Insolvency Act 1986 specified in the first column of Table 8 and the provisions of the Insolvency (Northern Ireland) Order 1989 specified in the second column of Table 8 apply to the core with the modifications specified in the fourth column of Table 8.

Insolvency Act 1986	Insolvency (Northern Ireland) Order 1989	Subject Matter	Modification
Section 76	Article 63	Liability of past directors and shareholders	These provisions apply where a protected cell company has made a payment (“the relevant payment” for the purposes of these provisions) to redeem or acquire shares issued on behalf of the core in breach of the requirements of regulation 107.
Section 76	Article 63	Liability of past directors and shareholders	The reference to the directors who signed the statement made in accordance with section 714(1) to (3) of the Companies Act 2006 for the purposes of the redemption or purchase is to be treated as a reference to the directors who authorised the redemption or purchase.
Section 103	Article 89	Cesser of directors' powers	Ignore these provisions.
Section 124	Article 104	Application for winding up	An administrator of the core may also present a petition for the winding up of the core.
Section 216	Article 180	Restriction on re-use of names	Treat references to the name of the liquidating company as references to the name of the protected cell company.
Section 222	Article 186	Inability to pay debts: unpaid creditor for £750 or more	The written demand must be served on the core by leaving it at the protected cell company's registered office or in such manner as the court may approve or direct.
Section 223	Article 187	Inability to pay debts: debt remaining unsatisfied after action brought	Ignore these provisions.
Paragraph 45 of Schedule B1	Paragraph 46 of Schedule B1	Publicity	These paragraphs apply to all business documents issued by or on behalf of the protected cell company and all of the protected cell company's websites.
Paragraph 61 of Schedule B1	Paragraph 62 of Schedule B1	Administrator's general powers (removal and appointment of directors)	Ignore these paragraphs.
Paragraph 69 of Schedule B1	Paragraph 70 of Schedule B1	Administrator as agent	An administrator of the core acts as agent for the protected cell company (on behalf of the core).
Paragraph 74 of Schedule B1	Paragraph 75 of Schedule B1	Challenge to administrator's conduct	These paragraphs apply to a person who is a creditor or shareholder in respect of the core of the protected cell company or any cell of the protected cell company to which the administrator's powers extend.
Paragraph 75 of Schedule B1	Paragraph 76 of Schedule B1	Misfeasance	In sub-paragraphs (2) to (5), references to the company are to be treated as including, where appropriate, references to a cell of the protected cell company.
Paragraph 83 of Schedule B1	Paragraph 84 of Schedule B1	Moving from administration to liquidation	Ignore these paragraphs.
Paragraph 84 of Schedule B1	Paragraph 85 of Schedule B1	Moving from administration to dissolution	The notice given under sub-paragraph (1) must also state that the protected cell company has no cells.

Further modifications to subordinate legislation

11

• (1) The provisions of any subordinate legislation made under the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989 apply to the core with the following modifications.

• (2) Any provision of subordinate legislation prescribing the circumstances in which a person may act in the ways specified in section 216(3) of the Insolvency Act 1986 or Article 180(3) of the Insolvency (Northern Ireland) Order 1989 where the whole or substantially the whole of the business of a company is acquired from that company is to be ignored.

• (3) The provisions of the subordinate legislation apply with any other necessary modifications.

SCHEDULE 4 — Consequential amendments to legislation

PART 1 — Consequential amendments to primary legislation

Stock Transfer Act 1963

1

In the Stock Transfer Act 1963 , in section 1 (simplified transfer of securities), in subsection (4), after paragraph (f), insert—

(g) shares issued by a protected cell company within the meaning of Part 4 of the Risk Transformation Regulations 2017.

Stock Transfer Act (Northern Ireland) 1963

2

In the Stock Transfer Act (Northern Ireland) 1963 , in section 1 (simplified transfer of securities), in subsection (4), after paragraph (f), insert—

(g) shares issued by a protected cell company within the meaning of Part 4 of the Risk Transformation Regulations 2017.

Company Directors Disqualification Act 1986

3

In the Company Directors Disqualification Act 1986 , after section 22G (application of Act to further education bodies) , insert—

(22H) (1) In this section— (a) “protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland; and (b) a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017). (2) This Act applies to protected cell companies as it applies to companies. (3) Accordingly, in this Act, references to a company are to be read as including references to a protected cell company. (4) As they apply in relation to protected cell companies, the provisions of this Act have effect with the following modifications— (a) references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company; (b) references to striking off are to be read as including references to dissolution; (c) references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent; (d) references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up; (e) references to the court with jurisdiction to wind up a company are to be read as references to the court with jurisdiction to wind up the parts of a protected cell company; (f) references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017; (g) references to the Insolvency Act 1986 are to be read as references to that Act as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017; (h) references to section 452 and 456 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017; (i) references to the registrar of companies are to be read as references to the Financial Conduct Authority; and (j) references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland. (5) Where two or more parts of a protected cell company are or have been insolvent, then sections 6 to 7A and 8ZA to 8ZC apply in relation to each part separately. (6) A contribution to the assets of a protected cell company given in accordance with a compensation order under section 15A(1) or a compensation undertaking under section 15A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.

Companies Act 2006

4

In the Companies Act 2006—

• (a) in section 1040 (companies authorised to register under the Companies Act 2006), in subsection (1), in paragraph (b), after sub-paragraph (iii), insert—

other than a company registered under Part 4 of the Risk Transformation Regulations 2017.

• (b) in section 1043 (unregistered companies), in subsection (1), after paragraph (d), insert—

(e) protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.

• (c) in section 1099 (the registrar's index of company names) , in subsection (3), after paragraph (e), insert—

(f) protected cell companies registered under Part 4 of the Risk Transformation Regulations 2017.

PART 2 — Consequential amendments to secondary legislation

The Company Directors Disqualification (Northern Ireland) Order 2002

5

In the Company Directors Disqualification (Northern Ireland) Order 2002 , after Article 25B (application of Order to credit unions) , insert—

(25C) (1) In this Article— (a) “protected cell company” means a protected cell company incorporated under Part 4 of the Risk Transformation Regulations 2017 which has its registered office in Northern Ireland; and (b) a reference to a part of a protected cell company is a reference to the core or a cell of the protected cell company (see regulations 42 and 43 of the Risk Transformation Regulations 2017). (2) This Order applies to protected cell companies as it applies to companies. (3) Accordingly, in this Order, references to a company are to be read as including references to a protected cell company. (4) As they apply in relation to protected cell companies, the provisions of this Order have effect with the following modifications— (a) references to the administration, insolvency, liquidation or winding up of a company are to be read as references to the administration, insolvency, liquidation or winding up of a part of a protected cell company; (b) references to striking off are to be read as including references to dissolution; (c) references to a director of a company which is or has been insolvent are to be read as references to the director of a protected cell company, a part of which is or has been insolvent; (d) references to a director of a company which is being or has been wound up are to be read as references to the director of a protected cell company, a part of which is being or has been wound up; (e) references to the companies legislation are to be read as references to Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017; (f) references to the Insolvency (Northern Ireland) Order 1989 are to be read as references to that Order as applied by Part 4 of, and Schedules 1 to 3 to, the Risk Transformation Regulations 2017; (g) references to sections 452 and 456 of the Companies Act 2006 are to be read as references to those sections as applied by regulation 163 of the Risk Transformation Regulations 2017; (h) references to the registrar of companies are to be read as references to the Financial Conduct Authority; and (i) references to an overseas company include references to a protected cell company incorporated under the Risk Transformation Regulations 2017 which has its registered office in England and Wales (or Wales) or Scotland. (5) Where two or more parts of a protected cell company are or have been insolvent, then Articles 9 to 10A and 11A to 11C apply in relation to each part separately. (6) A contribution to the assets of a protected cell company given in accordance with a compensation order under Article 19A(1) or a compensation undertaking under Article 19A(2) is to be held by the protected cell company on behalf of the part of the protected cell company specified in the order or undertaking.

Unregistered Companies Regulations 2009

6

In the Unregistered Companies Regulations 2009 , in regulation 2 (interpretation), in sub-paragraph (a)—

• (a) at the end of sub-paragraph (iii), delete “or”;

• (b) at the end of sub-paragraph (iv), insert “ or ”;

• (c) after sub-paragraph (iv), insert—

(v) a protected cell company registered under Part 4 of the Risk Transformation Regulations 2017.

Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015

7

In the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 —

• (a) in regulation 16 (“limited” and permitted alternatives), in paragraph (1)—

• (i) at the end of sub-paragraph (d), delete “or”;

• (ii) at the end of sub-paragraph (e), insert “ or ”;

• (iii) after sub-paragraph (e), insert—

(f) a company registered under Part 4 of the Risk Transformation Regulations 2017 with that name.

• (b) in Schedule 2 (specified words, expressions and abbreviations), in paragraph 3, after sub-paragraph (w), insert—

(wa) “PROTECTED CELL COMPANY” or (with or without full stops) the abbreviations “PCC LIMITED” and “PCC LTD”; (wb) “CWMNI UNEDAU GWARCHODEDIG” or (with or without full stops) the abbreviations “CUG CYFYNGEDIG” and “CUG CYF”;

Signed

David Evennett — Mark Spencer — Two of the Lords Commissioners of Her Majesty's Treasury — 2017-12-05

Explanatory note

(This note is not part of these Regulations)

Footnotes

[^f00001]: S.I. 2012/1759.

[^f00002]: 1972 c. 68. Section 2(2) was amended by section 27 of the Legislative and Regulatory Reform Act 2006 (c. 51) and by section 3 of, and the Schedule to, the European Union (Amendment) Act 2008 (c. 7). By virtue of the amendment to section 1(2) made by section 1 of the European Economic Area Act 1993 (c. 51), regulations may be made under section 2(2) to implement obligations of the United Kingdom created by or arising under the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 (Cm 2073, OJ No L1, 3.11.1994, p.3) and the Protocol adjusting that Agreement signed at Brussels on 17th March 1993 (Cm 2183, OJ No L1, 3.1.1994, p.572).

[^f00003]: 2000 c.8. “Regulated activity” is defined in section 22 of the Act, which has been amended by section 7(1) of the Financial Services Act 2012 (c.21).

[^f00004]: “PRA-regulated activity” is defined in section 22A of the Financial Services and Markets Act 2000, which was inserted by section 9 of the Financial Services Act 2012.

[^f00005]: Paragraph 2 has been amended by section 27(2)(a) of the Legislative and Regulatory Reform Act 2006.

[^f00006]: Section 55C was inserted by section 11(2) of the Financial Services Act 2012 (c.21). Section 284A was inserted by sections 31(1) and (2) of the Bank of England and Financial Services Act 2016 (c.14).

[^f00007]: Section 2(2) has been amended by section 27(2)(a) of the Legislative and Regulatory Reform Act 2006 and section 3(3) of, and the Schedule to, the European Union (Amendment) Act 2008.

[^f00008]: Paragraph 25 of Schedule 2 was amended by sections 8(1) and (2) of the Financial Services Act 2012.

[^f00009]: 2007 c. 29. There are amendments to section 207 which are not relevant to these Regulations.

[^f00010]: OJ no L76, 20.3.2015, p.23.

[^f00011]: 1986 c. 45.

[^f00012]: S.I. 1989/2405 (N.I. 19).

[^f00013]: 2000 c. 39.

[^f00014]: S.I. 2002/3152 (N.I. 6).

[^f00015]: 2016 asp 21.

[^f00016]: S.I. 2001/544.

[^f00017]: 1980 c. 46.

[^f00018]: S.I. 1979/582 (N.I.12); the definition of “solicitor” has been amended by the Constitutional Reform Act 2005 (c. 4) and by S.I. 2009/1604.

[^f00019]: 2006 c. 46. There are amendments to section 1173(1), but none are relevant to the definition of “working day”.

[^f00020]: Parts 1D and 1E of Schedule 6 were inserted by S.I. 2013/555.

[^f00021]: “Solvency 2 Directive” is defined by section 425 of, and paragraph 3 of Schedule 3 to, FSMA. It refers to Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

[^f00022]: Article 21A was inserted by S.I. 2002/1776.

[^f00023]: “Transformer vehicle” is defined in section 284A(1) of FSMA.

[^f00024]: A transformer vehicle carrying on the activity specified in article 13A of the Regulated Activities Order is not a reinsurance undertaking for the purposes of the Solvency 2 Directive and does not require authorisation in accordance with Article 14 of that Directive.

[^f00025]: Article 19 was amended by S.I. 2006/3384.

[^f00026]: S.I. 2013/556. Article 2 has been amended by S.I. 2013/1773, S.I. 2014/2879, S.I. 2014/3329, S.I. 2014/3348, S.I. 2015/1882, S.I. 2016/680, S.I. 2016/715, S.I. 2016/936 and S.I. 2016/1023,

[^f00027]: Part 12 has been amended by S.I. 2009/534, S.I. 2011/1613, sections 6 and 26 of the Financial Services Act 2012, S.I. 2013/3115, S.I. 2014/3329, S.I. 2015/575, S.I. 2015/1755, section 16 of and schedule 2 to Bank of England and Financial Services Act 2016 and S.I. 2016/1239.

[^f00028]: Part 9A was inserted by section 24 of the Financial Services Act 2012. There are amendments to Part 9A which are not relevant to these Regulations.

[^f00029]: Article 211 has been amended by Directive 2014/51/EU (OJ no L153, 22.5.2014, p. 1).

[^f00030]: OJ no L145, 30.4.2004, p.1. There are amendments to the directive which are not relevant to these Regulations.

[^f00031]: OJ no L173, 12.6.2014, p. 349. There are amendments to the directive which are not relevant to these Regulations.

[^f00032]: Part 41 has been amended by S.I. 2009/2958 and S.I. 2009/3182.

[^f00033]: Section 55A was inserted by section 11 of the Financial Services Act 2012.

[^f00034]: Section 55F was inserted by section 11 of the Financial Services Act 2012.

[^f00035]: All the provisions specified in the first column of Table 1, with the exception of section 390, were inserted into FSMA by section 11 of the Financial Services Act 2012. There are amendments to those provisions which are not relevant to these Regulations.

[^f00036]: Note also the effect of regulation 7 on the PRA’s discretion under section 55F(4)(a) of FSMA.

[^f00037]: Section 390 has been amended by section 37 of and Schedule 9 to the Financial Services Act 2012 and S.I. 2010/22.

[^f00038]: Section 59 has been amended by sections 14 and 15 of and Schedule 5 to the Financial Services Act 2012, S.I. 2012/1906, sections 18 and 35 of and Schedule 3 to the Financial Services (Banking Reform) Act 2013, S.I. 2013/1773, and section 21 of and Schedule 4 to the Bank of England and Financial Services Act 2016.

[^f00039]: Sections 60, 61 and 62 have been amended by sections 14 and 15 of and Schedules 4 and 5 to the Financial Services Act 2012, sections 20 to 23 of and schedule 4 to the Financial Services (Banking Reform) Act 2013, and section 21 of and Schedule 4 to the Bank of England and Financial Services Act 2016. Section 62A was inserted by section 24 of the Financial Services (Banking Reform) Act 2013 and amended by sections 21 and 23 of and Schedule 4 to the Bank of England and Financial Services Act 2016.

[^f00040]: 2016 c. 24.

[^f00041]: S.I. 2008/3229, as amended by section 3 of the Mental Health (Discrimination) Act 2013 (c. 8).

[^f00042]: Section 394A(2)(e) was inserted by S.I. 2012/2301.

[^f00043]: Section 441 was amended by S.I. 2008/393 and S.I. 2012/2301.

[^f00044]: Section 448(2)(e) was inserted by S.I. 2012/2301.

[^f00045]: Section 479A(2)(e) was inserted by S.I. 2012/2301.

[^f00046]: O.J. no L169, 30.06.2017, p.46.

[^f00047]: OJ No L169, 30.6.2017, p.46.

[^f00048]: 1993 c. 38.

[^f00049]: Section 137G was inserted by section 24 of the Financial Services Act 2012.

[^f00050]: 1995 c. 7.

[^f00051]: 2006 c. 46.

[^f00052]: OJ no L335, 17.12.2014, p.1.

[^f00053]: Section 170 was amended by section 89 of the Small Business, Enterprise and Employment Act 2015 (c. 26).

[^f00054]: 1995 c. 7.

[^f00055]: Section 435 was amended by section 261 and Schedule 27 to the Civil Partnership Act 2004 (c. 33), S.I. 2005/3129, S.I. 2009/1941 and S.I. 2016/1034.

[^f00056]: Section 76 has been amended by S.I. 2009/1941 and S.I. 2011/1265.

[^f00057]: Section 124 has been amended by section 62 of the Criminal Justice Act 1988 (c. 33), section 60 of the Companies Act 1989 (c. 40), S.I. 2002/1240, section 1 of and Schedule 1 to the Insolvency Act 2000, section 109 of the Courts Act 2003 (c. 39), section 50 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 45), S.I. 2006/2078, S.I. 2009/1941, S.I. 2013/496 and S.I. 2017/702.

[^f00058]: Article 104 has been amended by S.I. 2006/2078 and S.I. 2009/1941.

[^f00059]: Section 221 has been amended by S.I. 2002/1240 and S.I. 2009/1941.

[^f00060]: Paragraph 83 has been amended by sections 126 and 128 of and Schedule 9 to the Small Business, Enterprise and Employment Act 2015.

[^f00061]: The key subordinate legislation made under these powers is the Insolvency (England and Wales) Rules 2016, the Insolvency (Scotland) Rules 1986 and the Insolvency (Northern Ireland) Rules 1991. The Insolvency (Scotland) Rules 1986 and the Insolvency Rules (Northern Ireland) 1991 are in the process of being updated and revised.

[^f00062]: Paragraph 45 was inserted by S.I. 2008/1897.

[^f00063]: Paragraph 74 was amended by S.I. 2007/2974, S.I. 2008/948 and section 126 of and Schedule 9 to the Small Business, Enterprise and Employment Act 2015.

[^f00064]: Paragraph 84 was amended by section 126 of and Schedule 9 to the Small Business, Enterprise and Employment Act 2015.

[^f00065]: See rules 22.4 and 22.5 of the Insolvency (England and Wales) Rules 2016 and rule 4.80 of the Insolvency (Scotland) Rules 1986.

[^f00066]: See rule 4.238 of the Insolvency Rules (Northern Ireland) 1991.

[^f00067]: 1963 c. 18.

[^f00068]: 1963 c. 24 (N.I.).

[^f00069]: 1986 c. 46.

[^f00070]: Section 22G was inserted by section 39 of the Technical and Further Education Act 2017 (c.19).

[^f00071]: Section 456 has been amended by S.I. 2013/1970.

[^f00072]: Section 1099 has been amended by section 151 of and Schedule 4 to the Co-operative and Community Benefit Societies Act 2014 (c.14).

[^f00073]: S.I. 2002/3150 (N.I. 4).

[^f00074]: Article 25B was inserted by section 7 of the Credit Unions and Co-operative and Communities Benefit Socities Act (Northern Ireland) 2016 (2016 c. 16 (N.I.)).

[^f00075]: S.I. 2009/2436.

[^f00076]: S.I. 2015/17.

[^f00083]: 1963 c. 18.

[^f00084]: 1963 c. 24 (N.I.).

[^f00085]: Part 25 was amended by S.I. 2013/600.

[^f00086]: Note that Part 25 of the Companies Act 2006 does not apply to certain charges over financial collateral. See regulation 4(4) of the Financial Collateral Arrangements (No 2) Regulations 2003.

[^f00087]: Section 515 has been amended by section 18 of and schedule 5 to the Deregulation Act 2015 (c. 20) and S.I. 2016/649.

[^f00088]: Section 518 has been amended by section 18 of and schedule 5 to the Deregulation Act 2015.

[^f00089]: Section 414C was inserted by S.I. 2013/1970.

[^f00090]: Section 518 has been amended by section 18 of and schedule 5 to the Deregulation Act 2015.

[^f00091]: Schedule B1 was inserted by section 248 of and schedule 16 to the Enterprise Act 2002 (ch. 40).

[^f00092]: Schedule B1 was inserted by Article 3 of, and Schedule 1 to, S.I. 2005/1455 (N.I. 10).

[^f00093]: Note that a protected cell company is not an “insurer” for the purposes of Part 24 of FSMA because it does not carry on the activity specified in Article 10 of the Regulated Activities Order. See the Financial Services and Markets Act 2000 (Insolvency) (Definition of “Insurer”) Order 2001 (S.I. 2001/2634 amended by S.I. 2002/1242).

[^f00094]: Part 4A was inserted by section 11 of the Financial Services Act 2012.

[^f00095]: Sections 202, 204 and 205 were amended by section 126 of and Schedule 9 to the Small Business, Enterprise and Employment Act 2015 (c. 26). Section 204 was also amended by SSI 2016/141.

[^f00096]: Section 1022 was amended by section 119 or and Schedule 5 to the Land Registration etc (Scotland) Act 2012 (2012 asp 5).

[^f00097]: Section 400 was amended by section 37 of and Schedule 9 to the Financial Services Act 2012.

[^f00098]: Section 400 was amended by section 37 of and Schedule 9 to the Financial Services Act 2012.

[^f00099]: S.I. 2015/17.

Editorial notes

[^c23090171]: S.I. 2012/1759.

[^c23090181]: 1972 c. 68. Section 2(2) was amended by section 27 of the Legislative and Regulatory Reform Act 2006 (c. 51) and by section 3 of, and the Schedule to, the European Union (Amendment) Act 2008 (c. 7). By virtue of the amendment to section 1(2) made by section 1 of the European Economic Area Act 1993 (c. 51), regulations may be made under section 2(2) to implement obligations of the United Kingdom created by or arising under the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 (Cm 2073, OJ No L1, 3.11.1994, p.3) and the Protocol adjusting that Agreement signed at Brussels on 17th March 1993 (Cm 2183, OJ No L1, 3.1.1994, p.572).

[^c23090191]: 2000 c.8. “Regulated activity” is defined in section 22 of the Act, which has been amended by section 7(1) of the Financial Services Act 2012 (c.21).

[^c23090201]: “PRA-regulated activity” is defined in section 22A of the Financial Services and Markets Act 2000, which was inserted by section 9 of the Financial Services Act 2012.

[^c23090211]: Paragraph 2 has been amended by section 27(2)(a) of the Legislative and Regulatory Reform Act 2006.

[^c23090221]: Section 55C was inserted by section 11(2) of the Financial Services Act 2012 (c.21). Section 284A was inserted by sections 31(1) and (2) of the Bank of England and Financial Services Act 2016 (c.14).

[^c23090231]: Section 2(2) has been amended by section 27(2)(a) of the Legislative and Regulatory Reform Act 2006 and section 3(3) of, and the Schedule to, the European Union (Amendment) Act 2008.

[^c23090241]: Paragraph 25 of Schedule 2 was amended by sections 8(1) and (2) of the Financial Services Act 2012.

[^c23090251]: 2007 c. 29. There are amendments to section 207 which are not relevant to these Regulations.

[^c23090261]: OJ no L76, 20.3.2015, p.23.

[^c23090271]: 1986 c. 45.

[^c23090281]: S.I. 1989/2405 (N.I. 19).

[^c23090291]: 2000 c. 39.

[^c23090301]: S.I. 2002/3152 (N.I. 6).

[^c23090311]: 2016 asp 21.

[^c23090321]: S.I. 2001/544.

[^c23090331]: 1980 c. 46.

[^c23090341]: S.I. 1979/582 (N.I.12); the definition of “solicitor” has been amended by the Constitutional Reform Act 2005 (c. 4) and by S.I. 2009/1604.

[^c23090351]: 2006 c. 46. There are amendments to section 1173(1), but none are relevant to the definition of “working day”.

[^c23090361]: Parts 1D and 1E of Schedule 6 were inserted by S.I. 2013/555.

[^c23090371]: “Solvency 2 Directive” is defined by section 425 of, and paragraph 3 of Schedule 3 to, FSMA. It refers to Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

[^c23090381]: Article 21A was inserted by S.I. 2002/1776.

[^c23090391]: “Transformer vehicle” is defined in section 284A(1) of FSMA.

[^c23090401]: A transformer vehicle carrying on the activity specified in article 13A of the Regulated Activities Order is not a reinsurance undertaking for the purposes of the Solvency 2 Directive and does not require authorisation in accordance with Article 14 of that Directive.

[^c23090411]: Article 19 was amended by S.I. 2006/3384.

[^c23090421]: S.I. 2013/556. Article 2 has been amended by S.I. 2013/1773, S.I. 2014/2879, S.I. 2014/3329, S.I. 2014/3348, S.I. 2015/1882, S.I. 2016/680, S.I. 2016/715, S.I. 2016/936 and S.I. 2016/1023,

[^c23090431]: Part 12 has been amended by S.I. 2009/534, S.I. 2011/1613, sections 6 and 26 of the Financial Services Act 2012, S.I. 2013/3115, S.I. 2014/3329, S.I. 2015/575, S.I. 2015/1755, section 16 of and schedule 2 to Bank of England and Financial Services Act 2016 and S.I. 2016/1239.

[^c23090481]: Part 41 has been amended by S.I. 2009/2958 and S.I. 2009/3182.

[^c23090491]: Section 55A was inserted by section 11 of the Financial Services Act 2012.

[^c23090501]: Section 55F was inserted by section 11 of the Financial Services Act 2012.

[^c23090511]: All the provisions specified in the first column of Table 1, with the exception of section 390, were inserted into FSMA by section 11 of the Financial Services Act 2012. There are amendments to those provisions which are not relevant to these Regulations.

[^c23090521]: Note also the effect of regulation 7 on the PRA's discretion under section 55F(4)(a) of FSMA.

[^c23090531]: Section 390 has been amended by section 37 of and Schedule 9 to the Financial Services Act 2012 and S.I. 2010/22.

[^c23090541]: Section 59 has been amended by sections 14 and 15 of and Schedule 5 to the Financial Services Act 2012, S.I. 2012/1906, sections 18 and 35 of and Schedule 3 to the Financial Services (Banking Reform) Act 2013, S.I. 2013/1773, and section 21 of and Schedule 4 to the Bank of England and Financial Services Act 2016.

[^c23090551]: Sections 60, 61 and 62 have been amended by sections 14 and 15 of and Schedules 4 and 5 to the Financial Services Act 2012, sections 20 to 23 of and schedule 4 to the Financial Services (Banking Reform) Act 2013, and section 21 of and Schedule 4 to the Bank of England and Financial Services Act 2016. Section 62A was inserted by section 24 of the Financial Services (Banking Reform) Act 2013 and amended by sections 21 and 23 of and Schedule 4 to the Bank of England and Financial Services Act 2016.

[^c23090561]: 2016 c. 24.

[^c23090571]: S.I. 2008/3229, as amended by section 3 of the Mental Health (Discrimination) Act 2013 (c. 8).

[^c23090581]: Section 394A(2)(e) was inserted by S.I. 2012/2301.

[^c23090591]: Section 441 was amended by S.I. 2008/393 and S.I. 2012/2301.