1055. Incorporation of a cell independent of a cell company

(1) A cell of a cell company may apply to the Registrar to be incorporated as a company independent of that cell company.
(2) If the articles of the cell are silent or do not provide otherwise, the application must be approved by a special resolution of the members of the cell or, if the cell has more than one class of members, a special resolution of each class of members.
(3) The application must include the information that would be required under Part 2 (company formation) were the cell being incorporated under these Regulations otherwise than by virtue of this section.
(4) In respect of an application under this section the Registrar has all the powers given under Part 2.
(5) Where a cell has made an application under this section, a member of the cell who objects to the cell being incorporated as a company independent of its cell company may apply to the Court for an order under section 858 (petition by company member) on the grounds that the incorporation or the terms of the incorporation unfairly prejudice his interests.
(6) An application may not be made under subsection (5) after the expiration of the period of 30 days following the application being made under subsection (1).
(7) When a cell is registered as a separate company by virtue of this section, that separate company shall no longer be a cell of the cell company, subject always to the following—
(a) where the cell was a cell of an incorporated cell company, all property and rights to which the cell was entitled immediately before its registration remain the property and rights of the separate company,
(b) where the cell was a cell of a protected cell company, all property and rights of that company in respect of the cell immediately before its registration become by virtue of such registration the property and rights of the separate company,
(c) where the cell was a cell of an incorporated cell company, the separate company remains subject to all civil liabilities, and all contracts, debts and other obligations, to which the cell was subject immediately before its registration,
(d) where the cell was a cell of a protected cell company, all contracts, debts and other obligations of that company in respect of the cell, to which the protected cell company was subject immediately before the registration of the separate company, become by virtue of such registration the contracts, debts and other obligations of the separate company,
(e) where the cell was a cell of an incorporated cell company, all actions and other legal proceedings which, immediately before the registration of the separate company, were pending by or against the cell may be continued by or against the separate company, and
(f) where the cell was a cell of a protected cell company, all actions and other legal proceedings which, immediately before the registration of the separate company, were pending by or against the protected cell company in respect of the cell may by virtue of such registration be continued by or against the separate company.
(8) The operation of subsection (7)(b) and (d) shall not be regarded as giving rise to any—
(a) breach of contract or confidence or otherwise as a civil wrong,
(b) breach of any contractual provision prohibiting, restricting or regulating the assignment or transfer of rights or liabilities, or
(c) remedy by a party to a contract or other instrument, as an event of default under any contract or other instrument or as causing or permitting the termination of any contract or other instrument, or of any obligation or relationship.