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3. Protected Cell Company Act

The Protected Cell Company (PCC) is a relatively rare structure only to be found in a few jurisdictions and is one of the features attracting significant interest in Mauritius. The Protected Cell Company Act 1999 provides for a Company incorporated for the purposes of carrying out a global business activity under the Financial Services Act 2007 to create cells within its Capital for the purposes of segregating the assets within that cell from claims related to the other assets. A PCC is governed by the Protected Cell Company Act 1999, and the Companies Act 2001. (Note: only GBC1 carrying out Insurance and Fund Management business may be registered as a PCC ).

3.1 Key features

No minimum Capital requirement is imposed for the PCC and each cell. However, on a case by case basis and depending on the nature of the business, the FSC may prescribe certain Capital requirement. In the case of insurance or re-insurance business, each cell must abide by the Financial Services Act 2007 as far as the minimum paid-up Capital is concerned.

·         A PCC may provide an unlimited number of cells

·         A PCC offers flexibility in the allocation of Capital between the core and individual cells

·         Reduction of cell Share Capital

·         A PCC is required to submit annual audited accounts to the FSC

·         The PCC is the only entity liable to tax

·         Dividends are paid from the profits attributed to the respective cells

3.2 Incorporation & registration

A PCC may be directly incorporated under the Companies Act 2001. A PCC may be registered as a foreign Company by way of continuation as a PCC, provided that the incorporation and registration requirements prescribed in the Companies Act 2001 are satisfied. The Articles of Continuation containing the relevant particulars must be approved by a majority of the Directors, or in such a manner as may be established by the Company.

An existing Company may be converted into a PCC. Procedures and conditions relating to the conversions are laid out in the Protected Cell Companies (Conversion) Regulations 2000.

The incorporation procedures for a PCC are similar to that of a GBC1 and therefore the application is channeled through the FSC.

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