806. Powers of Court to facilitate reconstruction or amalgamation or merger or division

(1) This section applies where application is made to the Court under section 805 to sanction a compromise or arrangement and it is shown that —
(a) the compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of any LLP or LLPs, or the amalgamation of any two or more relevant bodies corporate (where one or more of them is an LLP), and
(b) under the scheme the whole or any part of the undertaking or the property of any LLP concerned in the scheme ("a transferor LLP") is to be transferred to another relevant body corporate ("the transferee body corporate").
(2) The Court may, either by the order sanctioning the compromise or arrangement or by a subsequent order, make provision for all or any of the following matters —
(a) the transfer to the transferee body corporate of the whole or any part of the undertaking and of the property or liabilities of any transferor LLP,
(b) the allotting or appropriation by the transferee body corporate of any shares, debentures, policies or other like interests in that body corporate which under the compromise or arrangement are to be allotted or appropriated by that body corporate to or for any person,
(c) the continuation by or against the transferee body corporate of any legal proceedings pending by or against any transferor LLP,
(d) the dissolution, without winding up, of any transferor LLP,
(e) the provision to be made for any persons who, within such time and in such manner as the Court directs, dissent from the compromise or arrangement,
(f) such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation is fully and effectively carried out.
(3) If an order under this section provides for the transfer of property or liabilities —
(a) the property is by virtue of the order transferred to, and vests in, the transferee body corporate, and
(b) the liabilities are, by virtue of the order, transferred to and become liabilities of that body corporate.
(4) The property (if the order so directs) vests freed from any charge that is by virtue of the compromise or arrangement to cease to have effect.
(5) In this section —

"relevant body corporate" means an LLP or a company,

"property" includes property, rights and powers of every description, and

"liabilities" includes duties.
(6) Every LLP in relation to which an order is made under this section must cause a copy of the order to be delivered to the Registrar within seven days after its making.
(7) If default is made in complying with subsection (6), a contravention of the Companies Regulations is committed by —
(a) the LLP, and
(b) every member of the LLP who is in default.
(8) A person who commits the contravention referred to in subsection (7) is liable to a level 3 fine."