A Protected Cell Company provides a statutory framework for allocating assets and liabilities to distinct cells under one corporate umbrella. This allows different portfolios or permitted activities to be structured with legal segregation between cells.
Governed by the Protected Cell Companies Act 1999. A PCC consists of a core and one or more cells. Assets and liabilities attributable to a cell are segregated under statutory rules; individual cells are not separate legal persons. Activities are restricted to legally permitted sectors, including certain investment, structured finance, asset-holding and insurance arrangements.
Formation or conversion under the relevant legal framework; approval and licences appropriate to the intended activity; corporate constitution and cell documentation; directors, management and registered office; clear cell accounting and attribution of assets, liabilities and contracts; disclosure of PCC and cell status in transactions; AML/CFT and applicable prudential requirements.
Risk segregation between investment portfolios; potentially lower duplication of infrastructure than multiple standalone companies; operational flexibility; tailored investor or project participation; administration under a common corporate platform.
A PCC is not an unrestricted general-purpose company. Minimum capital depends on regulated activity and FSC conditions. Cell protection depends on statutory compliance and may face recognition questions in foreign courts. A fund PCC requires relevant securities authorisations and service providers.
Fund promoters, insurance or captive structures, structured-finance sponsors and businesses operating several permitted portfolios with distinct risk exposures.