Protected Cell Company

A Protected Cell Company (‘PCC’) is a single legal structure that can segregate its assets between different cells within the PCC. It is because of this segregation that the assets of each cell are deemed to be completely distinct from each other and as thus creditors of a particular cell have recourse only to that cell. Therefore, each cell has its own responsibilities in terms of its assets and liabilities and they are separate from the other cells within the PCC.


QUALIFYING ACTIVITIES

A PCC may carry only such activities as stated under the PCC Act and they are as follows:

  • Asset holding
  • Collective Investment Schemes (“CIS”)
  • Insurance business
  • Specialised Collective Investment Schemes
  • Structured finance businesses

ADVANTAGES

  • Ability to create cells with different strategies, subject to overall objective of the PCC
  • Single legal entity with ring-fencing of each cell
  • No min. capital requirement is imposed for the PCC or the cells, except in specific case
  • Solvency test applies to each cell and not to the PCC as a whole

INCORPORATION

A PCC may be directly incorporated or may be registered by way of continuation provided that the incorporation and registration requirements prescribed in the Companies Act 2001 and the PCC Act are satisfied. The incorporation procedure of a PCC is similar to that of a Global Business License Company.


CREATING CELLS

A PCC may create one or more cells within the company, the assets of each of which must be segregated. There may be an unlimited number of cells within a PCC.


SHARES AND SHARE CAPITAL

A PCC will generally have two classes of shares:

  • Ordinary shares, which control the Core, these being the voting shares of the PCC; and
  • Cellular shares, which are related to individual Cells and which will be distinct and separate from other Cells. The voting rights of Cellular shares are limited to the management of its respective cell.