Offshore Mauritius Service Provider : IMARA Trust Company (Mauritius) Ltd
Offshore British Virgin Islands Business Companies

Protected Cell Companies

A PCC is a company that consists of one Core and an indefinite number of Cells which are kept legally separate from each other. Each cell has assets and liabilities attributed to it, and its assets cannot be used to meet the liabilities of any other cell and therefore limits the claim of a creditor against assets of the cell it has contracted with.  This overcomes the problem encountered with an umbrella fund company whereby the excess liabilities of a sub-fund can be set-off against the assets of the entire company.  The ring-fencing of claims is possible for offshore funds, captive insurance companies and investment holding companies.  

The PCC will normally issue two classes of shares. On the one hand, shares will be issued for the Core and these will carry the voting rights, and on the other hand, there will be cellular shares issued for each Cell and which do not carry voting rights. Each cell has its own name or designation. A PCC may be managed by its Directors who may decide to transfer management of the company to third parties having specialized knowledge in the field.

While a PCC may pay dividends only by reference to the profits of each individual Cell, the PCC is taxed as a single entity. A PCC incorporated in Mauritius can benefit from the advantages under the double taxation avoidance agreements.

The PCC also simplifies administration and reduces costs of operation.

Uses of PCCs
  • Asset holding  - Holding and managing assets (or portfolios of assets) in different cells for such class of beneficial owners, high net worth individuals and institutional investors as may be defined by the Commission.
  • Structured finance business -  Businesses established principally for the purpose of issuing bonds, notes or loans or other debt securities or instruments, secured or unsecured, in respect of which the repayment of capital and interest is to be funded from the proceeds of the company's investments including, without limitation, debt or equity securities, royalties, income flows, derivatives, interest rate, currency or other swaps, or any other credit enhancement arrangements or financial assets.
  • Collective investment schemes and close ended funds - A company, whether close-ended or open-ended, whose business consists of investing its funds principally in securities with the aim of spreading investment risks and giving members of the company the benefit of the profits, income, returns or payments arising from the management of its funds by or on behalf of that company; and under which -
    (a) the participants do not have day to day control over the management of the property, whether or  not they have the right to be consulted or to give directions in respect of such management;
    (b) the property is managed by the company or on behalf of the company by an investment manager; and
    (c) under which arrangement, the contributions of the participants and the profits and income from which payments are to be made to them are pooled.
  • Specialised collective investment schemes and close-ended funds - Collective investment schemes and close-ended funds investing in such specialised financial products, or assets other than securities, as may be specified by the Commission.
  • Insurance business  - Companies engaged in  the business of undertaking liability, by way of insurance, including reinsurance –
    (a) to protect persons against loss or liability in respect of risks to which the persons may be exposed; or
    (b) to pay a sum of money or other thing of value upon the happening of an event
  • The insurance business shall include captive insurance business.