A Protected Cell Company (”PCC”) is a single legal entity that can divide its assets between different cells within the company. Under the PCC Act, a PCC is a single legal person.
The creation of a cell by a PCC does not create, in respect of that cell, a legal person separate from the company. A PCC operates in two distinct parts; these parts are the Core and the Cells. There is one Core; but there may be numerous Cells.
Possible Activities of a PCC
- Asset Holding
- Structured Finance Businesses
- Collective Investment Schemes and Close-ended Funds
- Specialised Collective Investment Schemes and Specialised CEF
- External Insurance Business
- No minimum capital requirement is imposed each cell except for insurance business
- Creation of cellular and non-cellular assets
- Unlimited number of cells may be provided with, each cell its own name or designation
- May be incorporated, continued or converted from an existing company
- A formal procedure is provided for the liquidation, receivership or administration order of any individual cell
- Regulated by the Financial Services Commission
- For insurance entities the FSC requires the filing of an audited financial statements, certificate of liquidity ratio, certificate of margin of solvency, actuarial valuation of adequacy of premium and loss reserves in case of long term business, declaration of principal representative as to the accuracy of accounts
Other Features of PCCs
- Cells And Cellular Shares
The cell is not an entity in itself. It is simply a separate set of accounts in the books of the PCC.
Cellular shares have no voting rights outside of the specific cell and are issued to investors. These shares represent the voting rights within the cell (if held by more than one party) and pay dividends to the cellular shareholders.
Each cell should have its own bank account or invest in clearly separated assets.
Once a cell has been created, all assets (including profits and reserves) of, and all matters and acts relating to, that cell must, by law, be identified by the cell name. For example, separate accounting must be conducted and recorded with respect to each cell, and each cell’s assets must, at all times, be separately ascertainable and identifiable – as assets distinct from the assets of other cells and the assets of the PCC itself (the non-cellular assets).
- Operation Of Ring-Fencing
The PCC allows legal segregation of the assets attributable to each cell whether owned by individuals or corporations, thus enabling ring-fencing among the various protected cells.
- Tax exemption and Concessions
As far as taxation is concerned, the PCC is liable to tax as a single legal entity.
As a GBL1 company, a PCC is liable to income tax at the rate of 3% (after application of the provisions on foreign tax credit). A PCC does not have any capital gains tax, withholding taxes on interests and dividends.
The PCC may also claim credits for actual taxes suffered against the nominal tax payable, such as for withholding taxes which retained in the source country.