Guide to cell companies in Jersey

The Companies (Amendment No.8) (Jersey) Law 2005 came into force on 1 February 2006 permitting the creation of Jersey cell companies by amendment of the Companies (Jersey) Law 1991.

A cell (in some jurisdictions described as a “segregated account” or “segregated portfolio”) is an account containing assets and liabilities that are legally separated from the assets and liabilities of the company’s ordinary account, called its “general account” and also separate from such company’s other cells (if any). Two types of cell company are permitted under the Law, the protected cell company (PCC) and the incorporated cell company (ICC). Each is a corporate vehicle and, whilst the concept of PCCs (or their equivalent) is not new to offshore jurisdictions, each are innovative flexible structures that are widely used in financial transactions.

The PCC is a single legal entity that attributes its assets and liabilities either to the protected cell company itself or to the individual cells it creates. The assets and liabilities of the protected cell company and those attributed to its cells are “ring-fenced” from each other. As a result, the cells will be self-dependent, such that only the assets of a particular cell may be applied to the liabilities of that cell, i.e. the protected cell takes the concept of limited liability to a micro-level. The effect of this statutory division is to protect the assets of one cell from the liabilities of other cells…

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