The Protected Cell Company (PCC) was introduced in 2000 under the Protected Cell Companies Act 1999 of Mauritius. It can be set up only as a Global Business Company. The concept of this legislation allows a firm to remain a single entity while creating different segregated cells. As such, the assets and liabilities of each cell are legally separate from one another regardless of the fact that the company is corporately or individually owned. This implies that the PCC protects one cell from contagion from others, a form of legal segregation called ringfencing.
The main benefit of PCCs
Because each cell is isolated from the other, the liability of the PCC arising from transaction attributable to one cell will impact on its assets only. For instance, in case of bankruptcy of one specific cell, creditors will leverage the assets of that particular cell only to honour its liabilities. Thus, the PCC provides more opportunities, additional flexibility and security for international investment structuring.
Setting up of PCCs
A PCC set up as a Global Business Company (GBC) will be able to benefit from the Double Taxation Avoidance Agreements executed by Mauritius with more than 40 countries across the globe. Additionally, even companies which have already been established in Mauritius may apply and convert into PCCs, on the condition that their constitution authorises this conversion. Lastly, through continuation, a company incorporated in a foreign jurisdiction can be registered as a PCC and carry on its activities in Mauritius.
While Protected Cell Companies are able to generate an unlimited number of cells, their creation is subject to the authorisation of the Financial Services Commission (FSC) of Mauritius.
Important features of a PCC
Distinct name or designation: All PCCs must have the word “PCC” or “Protected Cell Company” at the end of its name. Additionally, each cell must have its own designation or name. It could be the name of that particular cell’s share holder or it could be an alphabet to maintain anonymity.
A foreign company can continue to operate as a PCC in Mauritius using the name designated in its article of continuation and ending it with “Protected Cell Company” or “PCC”.
Single legal entity: PCCs can have several cells. However, each one must have its own distinct name or designation. Even if each cell is legally independent from others, it is not a legal entity and is created within the larger framework of a PCC. Moreover, the activities of each cell must be consistent with the overall activity of the PCC.
Capital requirement: There is no minimum capital requirement for a PCC or for each one of its cells. However, based on the nature of the business of the PCC, for instance, insurance businesses, the FSC is authorised to recommend certain capital requirements.
Taxation: Protected Cell Companies are liable to tax as a single legal entity. As a GBC, a PCC is liable to an income tax at the rate of 15%. Nonetheless, certain categories of income, such as dividend from foreign sources and interest from foreign sources, are subject to an 80% exemption rendering the effective tax payable to 3%Moreover, there are no withholding taxes on interests and dividends. As such, PCCs may also claim credits for actual taxes suffered against the nominal tax payable, such as for withholding taxes that are retained in their source countries.