Protected Cell Companies - Insurance and Pensions Authority
. Among the different factors that contribute to economic growth are the roles played by offshore jurisdictions, which in many ways assist or ease different business activities (of commercial, financial or patrimonial nature) around the globe, an aspect often forgotten by many. The operational and business flexibility offered by these jurisdictions is achieved by means of the use of their various legal vehicles or instruments, which in many circumstances facilitate trade, capital flows, legitimately help reduce high/prohibitive tax burdens on business or even assist in fulfilling people's natural and legitimate desires for asset planning and protection.
In simple terms, the PCC is a corporation structured with different patrimonies, all segregated through "cells", which are independent and separate from each other and from a "core" patrimony of the entity. The segregation of patrimonies helps avoid commingling of funds and assets of the different sponsoring participants, ensuring thus that no claim against one participant-beneficiary of the captive-insurance entity would be covered by funds or assets furnished by another participating/sponsoring enterprise. The great advantage of this PCC concept is that it is an easy and cost-effective way for a smaller organisation to take advantage of the captive insurance market.
For each business, activity or agreement contracted, the PCC must disclose which cell is contracting or if the entity is committing its core assets or both, core and specific cell assets. The PCC must have a name and each and every cell must also be clearly identified in the formation documents of the entity. Once formed, these entities may issue shares ("cellular or "non-cellular" shares, depending on whether they represent an equity interest in a specific cell or in the core assets) or other types of securities. The entity must keep accounting books showing the corresponding patrimonial divisions among the segregated cells and the core cell within the entity. Let us know how we can help.
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Fast Seychelles Protected Cell Company Registrations, Seychelles registered office services, Seychelles PCC company registrations, offshore PCC company formations, trademarks service. How to register your business offshore, Seychelles PCC business registration. If your business is expanding, you may consider changing your PCC company establishing to a joint stock privately owned company Protected Cell Company. Registering Seychelles company online, one-day business creation, companies registrar, added advantage of limiting your companies liabilities. PCC, IBC this would be calculated by looking at how well your business has performed in the passed. Coddan Offers Company Start-up and Registration Services with the Name of Your Choice in Seychelles. Seychelles Protected Cell company registration - insurance companies incorporation and reinsurance companies formation online, specialists insurance company registration, Seychelles company registrar, PCC company start-up, starting PCC companies, creating business Seychelles. We can provide a registered office for your company. We can provide a registered address at Seychelles. Comprehensive, easy-to-understand information on starting and growing your business.
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Furthermore, a statutory declaration must be signed which states the company agrees to act upon the company acts and their requirements. Once these documents have been lodged with the registrar and accepted, a certificate of incorporation is issued and the company may begin trading under the title LTD.
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Protected Cell Company registration in the Seychelles takes approximately 10 to 20 working days. The Seychelles PCC incorporation fee includes: Seychelles PCC name availability confirmation and reservation Payment of first year's Seychelles legal and initiation fees Submission of applications that details PCC company's executive officers (US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted) Applicant appointment of director and shareholders roles for PCC company (appointed electronically) Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register
Premier Package
£ 1616.00
Renewal fees from £1,901
Seychelles PCC incorporation in the Seychelles takes approximately 10 to 20 working days. The Seychelles PCC registration fee includes: Seychelles PCC name availability confirmation and reservation Payment of first year's Seychelles legal and initiation fees Submission of applications that details company's executive shareholder (US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted) Applicant appointment of shareholder role for PCC company (appointed electronically) Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year Coddan provides a company nominee director service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees
Deluxe Package
£ 1826.00
Renewal fees from £2,011
Seychelles PCC start-up in the Seychelles takes approximately 2 to 5 working days. The Seychelles PCC formation fee includes: Seychelles PCC name availability confirmation and reservation Payment of first year's Seychelles legal and initiation fees US$100,000 authorized shared capital divided into 100,000 shares, a minimum of one share may be issued, bearer shares - permitted Preparation & filing of Memorandum & Articles of Association at Registry Compliance with minimum local domicile requirements: provision of the registered address and registered agent in Seychelles for the first year Coddan provides a company nominee director service for one year Coddan provides a company nominee shareholder service for one year The following documents will be posted to you (Note: these documents are sent to you through FedEx Express Mail Service, and are to be completed upon arrival): Original Certificate of Incorporation Printed bound copy of Memorandum & Articles of Association Minutes of the First Meeting of the Board of Directors Issuance of shares, Register of Directors and Shareholders Share Certificates and Completed Members Register A pre-signed, undated letter of resignation from the nominee director General Power of Attorney signed by Nominees An indemnity Letter for General Power of Attorney A nominee service agreement which provides for the indemnification of the nominees Declaration of Trust from the Nominee Shareholder
Incorporation Legal Requirements
Company Subscribers may be resident outside the Seychelles Each company must have at least 2 directors. The number of company directors is not restricted. The position of a company director may be occupied by a corporate body or a private individual. A director may have any national identity There is no requirement for a resident secretary Each company must have at least 2 shareholders. The names and addresses of shareholders are not available to the public. Moreover, incorporation documents do not specify the name or identity of any shareholder, and these do not appear in any public record One and the same person may occupy the position of a company director and shareholder There is no requirement for appointing a local director and shareholder The company is required to maintain a registered office in the Seychelles There is no paid-in capital requirement The minimum issued and paid-in capital may consist of one share that is fully paid up Shares may be issued with or without par value Shares may be issued in any recognizable currency or in more than one recognizable currency PCC records and accounts do not have to be held by or filed with the authorities
PROTECTED CELL COMPANY FORMATION: SEYCHELLES PCC ADVANTAGES AND BENEFITS
When we talk about protected cells, we are not making some sort of botanical study. A protected cell is not to do with genetic engineering; it is a piece of man-made engineering, to provide a juridical solution to identified business problems. The protected cell company is in appearance a simple concept. Its simplicity hides an innovation and also the potential of this innovating concept. There is a single parent company - a Protected Cell Company, within which there are sub-divisions, which are called "cells".
Each cell is allocated in some fashion or other its own assets (the cellular assets); the PCC itself has its own assets, and these are non-cellular. Each cell is an independent entity capable of operating independently from all other cells, or operating together with the other cells and independently of the parent. There is segregation of the assets contained within the cell, and it follows from this that there is a separation of the liabilities arising from those assets within that cell. The purpose of this is that the failure of a cell or the failure of the company does not affect the onward viability of a good cell.
With correct advice an Offshore company or a Tax Exempt company can afford many significant and legal tax savings throughout the world, provide you and your company with a competitive advantage, afford confidentiality/security and perhaps even save on future inheritance taxes. However, as the exact benefits that are available to you and your company will depend greatly on nationality, location and other such factors it is always recommended that you first seek appropriate professional advice before registering your company.
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In simple terms, a PCC is a company which - in addition to its main, "core" level - contains a number of segregated parts, or "cells". Each cell is legally independent and separate from the others, as well as from the "core" of the company. The undertakings of one cell have no bearing on the other cells. Each cell is identified by a unique name, and the assets, liabilities and activities of each cell are ring-fenced from the others. If one cell becomes insolvent, creditors only have recourse to the assets of that particular cell and not to any other. How to Incorporate a Protected Cell Company in Seychelles: Click Here for More Details
Protected cell companies are a welcome arrival for businesses who would have previously chosen a rent-a-captive scheme over the (more costly) formation of an in-house captive insurance company for the purpose of self-insurance. In traditional rent-a-captive schemes, unrelated businesses "rent" the same captive to insure their risks; consequently, there is no guarantee that funds provided by one participant will not be used to cover unjustified claims of another. In contrast, the structure of a protected cell company provides the necessary protection for each participant's assets.
Despite being a relative newcomer to the corporate world, the flexibility of PCC companies have caused their uses to diversify in recent years. Protected cell companies are used to securitize insurance risk against catastrophic losses, for example; their very structure also makes them an ideal entity for the cost-effective operation of umbrella mutual funds.
Aside from the above, the astute offshore practitioner can employ an offshore protected cell company as an effective asset protector and privacy enhancer. With an offshore insurance corporation, it is market practice that provides tangible benefits; with the protected cell company, it is the structure of the entity itself - think of a house with a locked front door, and rooms inside, each with a separate lock and key.
Protected Cell companies have - in concert with other entities - been used to construct what has been called "an impenetrable wall" against creditors and prying eyes. Whilst these claims can only be tested by time, this novel use of a PCC for asset protection and financial privacy is an interesting approach and a valuable piece of intellectual property.
Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (i.e. only the PCC is a separate legal entity).
The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a PCC cannot attach the assets of other cells. As in other jurisdictions, the PCC has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.
Cell Shares and Cell Share Capital: A protected cell company may, in respect of any of its cells, create and issue shares ("cell shares") the proceeds of the issue of which ("cell share capital") shall be comprised in the cellular assets attributable to the cell in respect of which the cell shares were issued. The proceeds of the issue of shares other than cell shares created and issued by a protected cell company shall be comprised in the company's non-cellular assets. A protected cell company may pay a dividend (a "cellular dividend") in respect of cell shares.
Name and Memorandum of Protected Cell Company: The name of a protected cell company shall without prejudice to the provisions of section 4 of the Companies Act 1972, include the expression "Protected Cell", "PCC" or any cognate expression approved in writing by the Authority. The memorandum of a protected cell company shall state that it is a protected cell company.
Seychelles Protected Cell Company Formation from only £1,450! Free name check and advice on your chosen name. A Certificate of Incorporation, and the Memorandum and Articles of Association of your company will be sent to you upon formation of your company. Provision of Seychelles registered agent and registered office services. All government and filing fees are included in the cost of our incorporation pack. All certificates and documents will be sent directly to you by express-mail service immediately following the formation of your company.
THE FOLLOWING UPGRADES CAN BE ADDED TO THE ABOVE PACKAGE:
1. Company Pliers Seals - £20.00. 2. Nominee Director Service for 12 months - £166.00. 3. Company Shareholder service for 12 months - £110.00. 4. Certificate of Good Standing - £80.00. 5. Apostilled Certificate of Incorporation - £100.00
Unless and until a protected cell company has complied with the provisions of this section, it shall be deemed not to be a protected cell company. Each cell of a protected cell company shall, subject to the approval of the Authority, have its own distinct name or designation.
What is the Purpose of the Protected Cell Company? It was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency.
It was needed to correct certain deficiencies in the older systems and in the concepts of a company. The concepts were not flexible enough. One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion - a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required.
This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover. This led to the formation of the captive insurance company.
If One is Going to Form a Captive Subsidiary, Why not Form it Offshore? At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
Please Note: The following documents will have to be submitted when making an application for incorporation of a PCC:
A covering letter listing the documents submitted and the number of their copies.
An application form containing information about company directors, secretary, shareholder, registered office address, auditors, legal advisors and share capital.
Memorandum and Articles of Association.
Declaration made by directors and secretaries.
Declaration of Registered Office Address.
A business plan Due diligence documents (a certified copy of passport, a certified proof of residential address, certified copies of original bank references, a copy of Curriculum Vitae).
Completed personal questionnaire for each director, secretary and shareholder.
An application fee plus tax.
If a company is a subsidiary of a foreign entity or resides in another jurisdiction, an applicant must submit accounts of the most recent financial year.
A Declaration of Compliance authenticated by a notary practicing in the Seychelles.
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PROTECTED CELL COMPANIES & THEIR USES
What is the Purpose of the Protected Cell Company? It was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency. It was needed to correct certain deficiencies in the older systems and in the concepts of a company.
The Concepts were not Flexible Enough: One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion - a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required. This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover.
This Led to the Formation of the Captive Insurance Company: If one is going to form a captive subsidiary, why not form it offshore? At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
The single captive was only for the big boys, so how did the smaller boys get into this? Some of them could group together: they had a common sort of interest, a common risk. It might be a business risk. It might be a professional risk. They joined together as a multiple group to form their captive. But the problem there was the allocation of costs and the allocation of losses on claims.
One Group Member Might be Rather Better than Another Group Member: Then the development went further into the "rent-a-captive". The person needing insurance did not form his own captive. Somebody else did that for them. Outside professionals ran an operation which had underneath it a series of captives that one could rent. The professionals ran and owned it, and the customer had his subsidiary captive, which he rented. This improved the deductibility of premiums. But there was always still the shadow of the contagion issue, and, of course, if the parent failed, that brought down the whole thing like a pack of cards.
The Insurance World was Joined by the Investment World: It had the same contagion problems. Funnily enough, the unit trust did not have the contagion problem, but it was believed by the market that investors in civil law countries would not buy trust units, but would buy shares. Hence a new product was needed, and it had to come through legislation.
UK Company with Bearer Shares
Seychelles: Protected Cell Company
£ 1450.00
Protected Cell Company registration in the Seychelles takes approximately 10 to 20 working days. The Seychelles PCC incorporation fee includes:
Seychelles PCC name availability confirmation and reservation
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