1048. Cell companies may create cells
(1) A cell company may, by special resolution, resolve to create one or more cells.
(2) That special resolution—
(a) must assign to the cell a name that complies with these Regulations and rules made by the Registrar, and
(b) must specify the terms of the articles of the cell that will apply to the cell in compliance with Chapter 2 of Part 3 (articles of association) of these Regulations.
(3) A cell company may provide in the special resolution mentioned in subsection (1) that a cell it creates shall be wound up and dissolved upon—
(a) the bankruptcy, winding up, death, expulsion, insanity, resignation or retirement of any cellular member of the cell, or
(b) the happening of some other event that is not the expiration of a fixed period of time, or
(c) the expiration of a fixed period of time,
and this shall be taken to form part of the articles of that cell.
(4) A cell company may also provide in the special resolution mentioned in subsection (1)—
(a) that, in respect of the cell it creates, there may be issued shares in one or more classes, or
(b) that the cell it creates may have a guarantee member or guarantee members and this shall be taken to form part of the articles of that cell.
(5) There shall be taken to be included in the articles of a cell—
(a) a provision that the cell may not own shares in, or otherwise be a member of, its cell company, and
(b) unless the contrary intention appears in the articles, a provision that the cell may own shares in, or otherwise be a member of, any other cell of its cell company.
(6) The articles of a cell may be amended—
(a) in the manner set out in those articles, or
(b) in the absence of such a provision, by special resolution of both the cell and of the company of which it is a cell.