Protected Cell Companies (PCC)

Protected Cell Companies (PCC)

What is a PCC ?

A protected cell company (PCC) is a company incorporated for the purposes of carrying out a global business to segregate its assets into different cells within that company, with a view to protect each cell from any extension of liabilities from one cell to the other.

Qualifying Activities

In order to be registered or incorporated as a PCC, a company may carry out either of the following qualified global business activities:

  • ­Asset holding
  • ­Collective Investment Schemes
  • Insurance Business
  • Specialised Collective Investment Schemes; and
  • ­Structured Finance Businesses.

The registration process is similar to that of setting up a Category 1 Global Business Company.

Features of the Mauritius PCC

Legal Structure

Under the law, a PCC is a single legal person. The creation of a cell does not create, in respect of that cell, a legal person separate from the PCC.

A PCC operates in two distinct parts, commonly known as the Core and the Cells. There is one Core but there may be numerous Cells.

Name and Constitution

The words “PCC” or “Protected Cell Company” must be included within the name of the company. Each cell of a PCC must have its own distinct name or designation or denomination, which should be clearly set out in the agreement governing the subscription for cell shares.

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.

Cellular and Non-Cellular Assets

The assets of a PCC can be either cellular or non-cellular or a combination of both. The cellular assets comprise assets attributable to the cells (Cell Assets) whereas other assets are non-cellular and attributed to the Core (Core Assets).

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.
Management of the PCC

Like any other company, the PCC is managed by its Board of Directors. However, the management may be transferred or shared through a management contract to an Investment Manager in the case of collective investment schemes.

Reporting

A PCC is required to submit annual audited accounts to the FSC only. 
Tax returns need also be filed accompanied by statement of accounts signed by directors.

Tax

A PCC will have to pay tax on a cell basis. If the PCC is a qualified global business company, each cell would therefore be taxed at a rate of 15% but application of the “deemed foreign tax credit regulations” will reduce the effective tax rate to a maximum of 3%.

Liability of the Mauritius PCC

The PCC Act sets out the transaction terms of a PCC with regards to its liabilities and the provisions thereof for the recourse to cellular assets by creditors and the protection of creditors.

Winding up and Liquidation Procedures for the Mauritius PCC

Unlike other qualified GBCs, dissolution of the PCC is addressed by special provisions in the PCC Act, which provides for receivership and administration orders and new recourse to the creditor of the insolvent cell to the assets of the other solvent cells. Special winding up procedures are provided in the PCC Act, which protects contagion of solvent cells by insolvent ones.

More in this category: « Trusts Domestic Companies »

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