What is a Protected Cell Company?
The Protected Cell Company (PCC) is a specialized corporate structure available under the Mauritius Protected Cell Companies Act 1999 (as amended). A PCC is a single legal entity that can create multiple cells, each with its own assets, liabilities, and shareholders. The defining feature is that the assets and liabilities of each cell are legally ring-fenced — they are segregated from those of other cells and from the core of the company.
This makes the PCC an extremely efficient structure for businesses that need to manage multiple portfolios, clients, or risk pools within a single corporate vehicle, without the cost and complexity of establishing separate companies.
Key Features
- Legal segregation — Each cell's assets and liabilities are completely separate from other cells and the core
- Single legal entity — The PCC is one company, reducing administrative burden and costs
- Separate cell shareholders — Different investors can hold shares in different cells
- Flexible structure — Cells can be created or wound down independently
- Creditor protection — Creditors of one cell have no recourse to the assets of other cells
Common Uses for PCCs
Captive Insurance
PCCs are widely used for captive insurance structures where each cell insures a different risk pool or policyholder group. This is the most established use case globally.
Investment Funds
Multi-fund structures where each cell represents a different fund or sub-fund with its own investment strategy, NAV, and investor base. See also Variable Capital Companies.
Securitisation
Each cell can hold a different pool of securitised assets, keeping them legally separate from other pools and the originator's balance sheet.
Multi-Client Structures
Service providers, asset managers, and fiduciaries can use cells to segregate different client portfolios within a single administrative structure.
PCC Structure
Core + Cells
A PCC consists of a core (the non-cellular part of the company) and one or more cells. The core typically holds the management and administrative functions, while each cell holds specific assets and liabilities related to a particular activity or client.
Setting Up a PCC
- Structure design — Determine the number and purpose of cells, governance framework, and regulatory requirements.
- Incorporation — Register the PCC with the Registrar of Companies and obtain FSC licensing (for GBC PCCs).
- Cell creation — Establish individual cells with their own constitutions, shareholders, and operating parameters.
- Regulatory approval — Obtain any additional sector-specific licences (insurance, fund management, etc.).
- Operational launch — Each cell begins operations independently while sharing the PCC's administrative infrastructure.
PCC vs Separate Companies
| Feature | PCC (Multiple Cells) | Separate Companies |
|---|---|---|
| Legal entities | One | Multiple |
| Asset protection | Ring-fenced per cell | Per company |
| Administrative cost | Lower (shared) | Higher (duplicated) |
| FSC licence fees | One licence | One per company |
| Flexibility | Cells added/removed easily | New incorporation each time |
| Complexity | Moderate | Lower per entity |
Legal Framework
The PCC is governed by the Protected Cell Companies Act 1999 (as amended in 2011 and subsequently), the Companies Act 2001, and the Financial Services Act 2007. The FSC has issued specific guidelines for the operation of PCCs in various sectors.
Considering a PCC structure? Sunibel Corporate Services provides expert guidance on PCC formation and cell management. Contact us for a consultation.