What is a Protected Cell Company?
The Protected Cell Company (PCC) is an innovative legal structure that allows segregated compartments (cells) to be created within a single legal entity. Governed by the Protected Cell Companies Act 1999 and supervised by the FSC, the PCC is made up of a central core and one or more protected cells.
The core concept is legal segregation: the assets and liabilities of each cell are legally separated from the other cells and from the core. A creditor of one cell has no recourse against the assets of another cell. This protection is guaranteed by law, offering greater legal security than simple accounting separation.
The PCC principle
A single legal entity, several segregated compartments. Each cell has its own assets, liabilities and investors, protected from the risks of the other cells. Ideal for multi-strategy funds and captive insurance.
Architecture of a PCC
The Core
The core is the central part of the PCC. It holds the assets and liabilities not attributed to any cell. It provides overall governance of the structure, including the appointment of directors, administration and regulatory compliance. The core generally bears the common costs of the structure (management company, audit, FSC licence).
Protected Cells
Each cell constitutes an autonomous compartment with its own assets, liabilities, investors and strategy. Cells are identified by a distinct name or number and are subject to separate accounting. Each cell may have its own NAV, its own investment policy and its own share classes.
| Element | Core | Protected cell |
|---|---|---|
| Legal personality | The PCC as a whole | No personality of its own |
| Assets | Assets not attributed to the cells | Assets specifically attributed to the cell |
| Liabilities | Liabilities of the core only | Liabilities attributed to the cell only |
| Protection | Exposed to the core's creditors | Protected from the creditors of other cells |
| Governance | Directors of the PCC | Managed by the directors of the PCC |
| Accounting | Core accounts | Separate accounting per cell |
Uses of the PCC in Mauritius
Multi-strategy funds
Each cell represents a sub-fund with its own strategy (equities, bonds, real estate, alternative), its own NAV and its own investors. A single legal vehicle, a single board of directors.
Captive insurance
Each cell represents a distinct insurance programme or a different client. Claims in one cell do not affect the reserves of the other cells.
Securitisation
Each cell is backed by a different portfolio of assets (receivables, loans, real estate), providing risk isolation between issuances.
Multi-client wealth management
Each client or family benefits from a dedicated cell with full protection of their assets from the other cells within the structure.
Advantages for fund managers
- A single legal vehicle for several investment strategies
- Significant reduction in administrative costs compared to separate investment funds in Mauritius
- Performance isolation: an underperforming cell does not affect the others
- Flexibility to add or close cells according to market needs
- A single board of directors and a single set of constitutive documents
- Pooling of governance, audit and licensing costs
Taxation of the PCC
The PCC can hold a Global Business Licence and benefit from the same tax regime as the GBC:
| Tax element | Rate |
|---|---|
| Effective taxation (foreign income) | ~3% (80% FTC exemption) |
| Access to tax treaties | Yes (45 tax treaties in force, MRA 2026) |
| Capital gains tax | 0% |
| Withholding tax — dividends | 0% |
| Withholding tax — interest | 0% |
| Tax treatment of cells | Each cell treated separately |
Each cell produces its own financial statements and can have independent tax treatment, which provides great flexibility in the tax management of the overall structure. The absence of capital gains tax is particularly advantageous for investment funds.
Incorporation process
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Structuring and documentation
Defining the architecture of the PCC (number of cells, strategies, target investors). Drafting the prospectus or offering memorandum for each cell.
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Selection of service providers
FSC-licensed management company, auditors, custodian, fund administrator, compliance officer. Negotiation of service agreements.
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Due diligence
KYC on promoters, directors, initial investors and beneficial owners. Verification in line with the AML/CFT requirements of the FIAMLA 2002.
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Incorporation and licences
Filing of constitutive documents with the Registrar. Application for a Global Business Licence and, where applicable, a CIS (Collective Investment Scheme) licence with the FSC.
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Creation of cells
Registration of each protected cell with the FSC. Each cell requires specific approval and its own documents.
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Operationalisation
Opening of bank accounts (one per cell if necessary), setting up of administration, first NAV calculation and onboarding of the first investors.
| Phase | Estimated timeframe |
|---|---|
| Structuring and documentation | 2 – 4 weeks |
| Due diligence | 1 – 2 weeks |
| Incorporation and licence | 2 – 4 weeks |
| Creation of cells | 1 – 2 weeks per cell |
| Total | 4 – 8 weeks |
Costs
| Item | Indicative amount (USD) |
|---|---|
| PCC incorporation (one-off) | 3,000 – 6,000 |
| Additional cell creation | 1,000 – 2,000 per cell |
| Annual FSC licence (PCC + cells) | 1,500 – 3,000 |
| Annual management company fee | 3,000 – 5,000 |
| Fund administration (if applicable) | 2,000 – 5,000 |
| Annual audit | 2,000 – 5,000 |
| Registered office | 500 – 1,500 |
| Total annual budget | 5,000 – 10,000+ |
For a detailed budget, see our guide to incorporation costs.
PCC vs separate funds: comparative advantages
| Criterion | PCC (multi-cell) | Separate funds |
|---|---|---|
| Structure cost | Pooled across cells | Multiplied by the number of funds |
| Administration | Centralised (a single management company) | Duplicated for each fund |
| Governance | A single board of directors | One board per fund |
| Risk isolation | Yes (per cell, guaranteed by law) | Yes (via separate entities) |
| Flexibility | Quick to add/remove cells | Cumbersome to create/dissolve entities |
| Scalability | Excellent (marginal cost per cell) | Limited by fixed costs |
Regulatory requirements
As a regulated structure, the PCC must comply with enhanced obligations:
- Directors: minimum 2 Mauritius-resident directors (if GBC), with fund management experience
- Auditor: a Mauritius-licensed auditor, mandatory for the PCC and each cell
- Custodian: a licensed custodian required for regulated investment funds (asset safekeeping)
- Reporting: audited financial statements for each cell and for the PCC as a whole, filed with the FSC
- Prospectus: detailed offering document required for funds open to investors
- Ongoing compliance: AML/CFT, CRS, Annual Returns, register of beneficial owners
- Valuation: regular NAV calculation using methods approved by the FSC
PCC or VCC? If you need variable capital with flexible subscriptions and redemptions (open-ended fund), the Variable Capital Company (VCC) may be better suited. The two structures can even be combined: a PCC with variable-capital cells.
The information presented is provided for guidance only. Structuring a PCC requires specialised legal and regulatory support. Consult our experts for a personalised analysis of your project.