A Protected Cell Company (‘PCC’) is a single legal structure that can segregate its assets between different cells within the PCC. It is because of this segregation that the assets of each cell are deemed to be completely distinct from each other and as thus creditors of a particular cell have recourse only against that cell. Therefore, each cell has its own responsibilities in terms of its assets and liabilities and they are separate from the other cells within the PCC.
The Protected Cell Companies Act 1999 (‘PCC Act’) has been amended until recently to broaden the applications of PCCs in Mauritius. Subsequently, regulations were created under section 4(3) of the said Act to cater for the possibility for a global business to be converted into a PCC.
Incorporation and Registration
A PCC may carry only such activities as stated under the PCC Act and they are as follows:
- Asset holding
- Collective Investment Schemes (CIS)
- Insurance business
- Specialised Collective Investment Schemes
- Structured finance businesses
Name & Constitution
As per the PCC Act, the name of a Protected Cell Company shall include clearly the expression “Protected Cell Company” or ‘PCC’ after its name.
Each cell of a protected cell company shall have its own distinct name or designation or denomination which shall be clearly set out in the agreement governing the subscription for cell shares.
Creation of one or more cells
A Protected Cell Company may create one or more cells for the purpose of segregating and protecting cellular assets in the manner provided by the PCC Act.
Cellular and non-cellular assets
The assets of a Protected Cell Company may comprise of cellular assets or non-cellular assets or a combination of both cellular and non-cellular assets.
The directors of a Protected Cell Company shall:
- Keep cellular assets separate and separately identifiable from non-cellular assets
- Keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells
The cellular assets encompass assets attributable to the cells while other assets are non-cellular and attributed to the Core.
Shares and Share Capital
A Protected Cell Company will normally have two classes of shares:
- Ordinary shares, which control the Core Cell, these being the voting shares of the Protected Cell Company
- Cellular shares, on the other hand, which are related to individual Cells and which will be separate from other Cells. The voting rights are restricted to the management of its respective cell
A PCC need to submit audited financial statements to the FSC. The tax returns is also required to be filed together with a duly executed statement of accounts.
A Protected Cell Company is under an obligation to pay taxes on a cell basis. If the said PCC is a qualified global business company, i.e. a GBC1 Company acting as the vehicle, then each cell would therefore be taxed at a maximum rate of 15% but with the application of the ‘Deemed Foreign Tax Credit Regulation’ it would reduce the tax liability to an effective tax rate of 3%.
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