Protected Cell Companies
The Isle of Man Companies Act 2006 and Protected Cell Companies (Eligibility) Regulations 2010 permits the use of a Protected Cell Company (PCC) for any business purpose and the opportunity therefore now exists for the use of a PCC in a wide range of corporate transactions.
What is a Protected Cell Company?
A PCC is limited by shares and is regarded as a single legal entity in its own right. However a PCC is distinct from a normal company limited by shares in that it has the ability to segregate and protect its assets in separate cells. This distinction is brought about by two key factors:
The non-cellular part of the company otherwise known as the "core" of the company - this is able to share the management of the company and in doing so able to create numerous individual cells which have their own separate corporate personality (note - this does not create a separate legal person).
The cells created by the "core" are able to ring fence differing assets and liabilities within that cell and protect from the assets and liabilities of other cells created. These are known as "cellular assets".
Each cell created therefore has the opportunity to have its own individual corporate identity, which could influence for example its attitude to income growth, dividend policy and the types of assets held.
Assets and Liabilities
Income earned and other assets of a PCC which are not attributable to a particular cell will form part of the PCC's non-cellular ("core") assets.
Those assets which are attributed to an individual cell, are only available to the shareholders and creditors of that cell - shareholders and creditors of another cell having no recourse against them, therefore the assets of one cell will withstand any creditor claim made against it from another cell.
Should the cellular assets of a particular individual cell be exhausted by a creditor, the PCC's "core" non-cellular assets will be secondarily liable and no other liability will be attributable to the remaining cells.
Why Use a PCC?
The benefits of a PCC are obviously the reduced costs of forming and running a PCC over the traditional company structure. The diagram below provides an example of how a PCC could issue four different cells with four different shareholders:
- Cell A - Investment property
- Cell B - Yacht charter
- Cell C - Aircraft
- Cell D - New commercial business set up
By using the below example, the four individuals with varying shares in each cell asset would benefit through the savings over the more traditional company structure, namely four different companies formed to hold the differing assets. Thus there would be only one company formed costing £100 incorporation fee and one annual return fee of £380, saving £1,440 in the first year alone.
Each cell asset would be safeguarded from creditors of other cells, and the directors would be able to determine the policy towards capital growth, investment and income for each cell.
The example above could also be catered for just one individual shareholder, with different assets held separately in a number of individual cells, again benefiting from holding numerous assets within one corporate structure instead of several. Therefore more stable assets forming the majority of the company's wealth could be ring fenced against higher risk assets held in separate cells, e.g. land development or start up firms.
Incorporated Cell Companies (ICCs)
ICCs are available for use in the Isle of Man through the passing of the Incorporated Cells Act 2010 and Insurance (ICC) Regulations 2011. However their usage is restricted to insurance business and will be particularly attractive to the captive insurance sector.
For more information please feel free to contact [email protected] or call 00 44 (0)1624 612888.