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Protected Cell Companies

Jamie McKenna

Protected Cell Companies are a special purpose vehicle used to provide legal segregation of assets offering flexibility and security for clients.

Established under The Protected Cell Companies Act 2004, a Protected Cell Company (PCC) is a corporate structure in which a single legal entity is made up of a central core and several cells that each have their own separate assets and liabilities. Each cell is independent of each other and of the company’s core, but the entire unit is still a single legal entity.

Often simpler to administer than a company with multiple subsidiaries, the PCC is controlled by a single board of directors, who have responsibility for the management of the PCC as a whole. Each cell is managed by a committee or similar group, with authority to the committee granted by the PCC board.

Cells within a PCC are formed under the authority of the board of directors, who are able to add new cells to the structure.

Regarding Privacy, beneficial ownership details are retained by the registered agent and are not held on public record.

Popular with collective investment schemes, PCC’s can use cells to segregate different types of asset and business, holding them in different locations where appropriate. Annual accounts are prepared for each cell, along with consolidated statements in order to show the overall performance of the PCC.

The assets and liabilities of one cell are separated and protected from those of the other cells. Similarly, the assets and liabilities of the core are separated and protected from those of the cells, so creditors of one cell cannot attack the assets of the core or any of the other cells. In the case of a liquidation, the cells of a PCC remain separate and the liquidator may apply a cell’s assets only to creditors with claims against that cell. Accordingly, the directors of the PCC must keep assets in the core and each cell clearly and separately identifiable.

Both 1931 and 2006 Act companies can be converted to PCC’s on approval from the regulator. On conversion the company must include either ‘PCC’ or ‘Protected Cell Company’ in the title, and all entities who transact with the company must be notified of the change.

If you would like to learn more about Protected Cell Companies and their uses please contact James McKenna at jmckenna@burleigh.co.im.

 Peregrine Corporate Services Limited is licensed by the Isle of Man Financial Services Authority.