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Protected Cell Companies (‘PCC’)

A PCC is a company that has a special legal structure consisting of a core capital, core assets and liabilities, cellular capital, and cellular assets and liabilities, which allows for legal segregation of assets attributable to each protected cell of the company whether owned by individuals or corporations, thus enabling ring-fencing among the various protected cells.

Mauritius is one of the few jurisdictions which provide a legal structure which can hold both cellular and non-cellular assets. The Protected Cell Company Act of 1999 provides the legal framework and added flexibility and security for international investment structuring.

A GBC1 can create cells within its capital for the purpose of segregating the assets within that cell from claims related to other assets. The cellular assets attributed to a cell will only be affected by the liability of the company arising from transactions attributable to that particular cell. Therefore, each cell and the assets and liabilities under its responsibility are separate from the other cells within the same company.

A PCC may be managed by its Directors who may decide to transfer management of the company to third parties having specialised knowledge in the field.

Key features:

Capital

  • No minimum capital requirement imposed for the PCC or the cell(s) except in the case of insurance business;
  • PCC normally issues two classes of shares: shares for the core that will carry the voting rights and cellular shares issued for each cell that do not carry voting rights.

Cells

  • Legal segregation and protection of assets and liabilities for each cell;
  • Unlimited number of cells may be provided with each cell having its own name or designation;
  • A formal procedure is provided for the liquidation, receivership or administration order for any individual cell.

Protection of creditors

  • Directors of a PCC are bound by law to keep the cellular assets separate and separately identifiable from cellular assets attributable to other cells;
  • A person dealing with a PCC must be informed of the PCC status and the cell with which the relevant transactions are taking place must be identified.

Accounts

  • A PCC is required to submit annual audited accounts to the FSC;
  • The accounts should contain a note explaining the status of the various cells. The FSC may request each cell to report independently if deemed necessary.

Taxation

  • A PCC is taxable as a single legal entity;
  • A PCC is liable to Mauritius income tax at the rate of 15% which may be reduced after application of the provisions on foreign tax credit;
  • Alternatively, the PCC can claim, against the nominal tax payable, credits for actual taxes paid on any type of income (interest, royalties, business profit), from any source country.

Mobility

  • A PCC can be converted from an existing company in Mauritius or incorporated in another jurisdiction;
  • A PCC can be registered in Mauritius by way of continuation of a company incorporated in another jurisdiction.

Uses

  • Asset holding – Holding and managing assets in different cells for such class of beneficial owners, high net worth individuals and institutional investors as may be defined by the FSC;
  • Structured finance business – 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;
  • Collective Investment Schemes and Close-ended Funds investing in such specialised financial products, or assets other than securities, as may be specified by the FSC;
  • Insurance business – Companies engaged in the business of undertaking liability, by way of insurance, including reinsurance:
  1. to protect persons against loss or liability in respect of risks to which the persons may be exposed; or
  2. to pay a sum of money or other thing of value upon the happening of an event.
  • Captive insurance companies – Segregate distinct areas of risk and activity into different ‘cells’.