There are two types of cell companies in Guernsey
The Protected Cell Company (PCC); and
The Incorporated Cell Company (ICC) These are similar
to segregated account companies used in some other
They are well recognised structures amongst international
Protected Cell Companies
A PCC is a single legal entity with separate and distinct
"cells" within it. Each cell may, but is not required to,
have cell shares. A cell of a PCC cannot contract in its own name;
it is the PCC which will be the contracting party, in respect of
the relevant cell which must be identified.
When the concept of PCCs was first introduced in Guernsey in
1997, only collective investment funds and insurers could be
established as PCCs. Today, PCCs can be used for most businesses
provided that they are administered by an entity licensed by the
Guernsey Financial Services Commission in Guernsey.
Because a PCC is a single legal entity for tax purposes, it can
be seen as a solution for entities caught by Controlled Foreign
Corporation rules of their jurisdiction.
Beyond the funds and captive/life insurance markets, they are
popular as asset-holding vehicles and segregated investment
vehicles for high net worth individuals.
Legal segregation & Position of
Assets and liabilities of cells in a PCC are, by law, segregated
from those of other cells and those assets are not available to
creditors of other cells in an insolvency. Recourse beyond the cell
is permitted only in certain circumstances.
There is a statutory provision that no party shall seek, whether
in any proceedings or by any other means whatsoever or wheresoever,
to make or attempt to make liable any cellular assets attributable
to any cell of the PCC other than the cell with which they are
A PCC may pay a cellular dividend in respect of cell shares by
reference only to the cellular assets and liabilities, or the
profits, attributable to the relevant cell. In determining whether
or not profits are available for the purpose of paying a cellular
dividend, no account need be taken of:
the profits and losses, or the assets and liabilities,
attributable to any other cell of the company; or
non-cellular profits and losses, or assets and
It is the duty of the directors of a PCC:
to keep cellular assets separate and separately identifiable
from non-cellular assets; and
to keep cellular assets attributable to each cell separate and
separately identifiable from cellular assets attributable to other
Incorporated Cell Companies
Legal Structure An ICC is a legal entity, as are each of the
Incorporated Cells (ICs) associated with it. The ICC and each of
its ICs have the following in common:
A single annual return is filed for the ICC containing
information relevant to each IC.
ICs contract in their own names as they are separate and
distinct entities from their ICC.
They are subject to the same restrictions as for PCCs. However,
they are particularly versatile structures for the following
a lower cost base (compared to standalone companies) because of
the ability to share certain functions through the ICC,
particularly attractive for fledgling ventures; and
the ability to spin-off an IC or convert into a stand-alone
company through various mechanisms set out in the legislation.
There are other ways in which ICCs and ICs may be reorganised.
As with PCCs, they could be used for structuring investment
holding companies. An example of this would be property development
and holding companies each set up within different ICs or cells to
hold intellectual property rights or image rights of budding sports
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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disclose certain information and documents.
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