Guide to protected cell companies in Guernsey

Guernsey was the first jurisdiction to introduce a protected cell company (PCC) in 1997 and has been regularly using cell companies and refining the concept since then. During the last 10 years, PCCs have been introduced in numerous jurisdictions throughout the offshore world and are widely used for insurance and investment fund purposes.

A PCC is a limited liability company and has a board of directors. A PCC may create one or more cells, the assets and liabilities of which are segregated from the assets of the PCC itself (the core) and from the assets and liabilities of other cells. Reference to the ‘core’ is to the non-cellular assets of a PCC. A cell is established by a board resolution. A PCC may, in respect of its cells, create and issue cell shares, the proceeds of which will form part of the ‘cellular assets’ attributable to that cell.

Usually cell shareholders will have voting and other rights that are restricted to matters relating to the cell. For example, cell shareholders are unlikely to be able to vote on resolutions in respect of the PCC that do not affect cell shareholders or in respect of matters relating to other cells…

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