• Guernsey Protected Cell Company

  • GENERAL

    Legal Framework

    Guernsey Protected Cell Companies are governed by the Companies (Guernsey) Law, 2008.

    A Protected Cell Company is a single legal entity.

    Special Characteristics

    A Protected Cell Company comprises the "core" and the "cells".

    The cells are not separate legal entities and they cannot contract in their own name. Instead, it is the Protected Cell Company that contracts in respect of the relevant cell, which must be identified.

    The assets and liabilities of the cells of a Protected Cell Company are statutorily segregated i.e. the assets and liabilities of each are ring-fenced from each other, meaning that the creditors of a cell cannot seek recourse from the assets of the other cells or from the core.

    A Protected Cell Company can pay a cellular dividend to the holders of the shares of a cell by reference only to the profits attributable to the relevant cell.

    Taxation

    A Protected Cell Company is also considered as a single legal entity for tax purposes.

  • SHAREHOLDERS

    Restriction on Nationality/Residency of Shareholders

    There is no restriction on the nationality or residency of the shareholders.

    Corporate Shareholders

    The shareholders of a Protected Cell Company can be individuals and/or legal persons.

  • DIRECTORS

    A Protected Cell Company has one Board of Directors.

    It is the duty of the directors to:

    • Keep the assets and liabilities of the cells separate and separately identifiable from the assets and liabilities of the core.
    • Keep the assets and liabilities of the cells separate and separately identifiable from the assets and liabilities of the other cells.

    Minimum Number of Directors

    The minimum number of directors of a Guernsey Protected Cell Company is 1 and can be individuals and/or legal persons.

  • SHAREHOLDER MEETINGS

    Shareholder Meetings

    Each Protected Cell Company in Guernsey should hold an annual general meeting unless the members waive the requirement to do so.

  • CAPITAL

    The Law does not specifically state how the share capital of a Protected Cell Company should be structured.

    Under common practice the share capital is divided into:

    • Ordinary shares in respect of the core, which carry voting rights; and
    • Unclassified shares in respect of the cells, often redeemable, which do not carry voting rights.

    Minimum Capital Requirement

    There are no minimum or maximum capital requirements.

  • REGISTERED OFFICE

    Registered Office

    A Protected Cell Company must have its registered office in Guernsey.

    Company Secretary / Registered Agent

    It is not a legal requirement for a Guernsey Protected Cell Company to have a company secretary but if it choses to have one then it can be a physical as well as a legal person.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

    There are no restrictions on foreign investors investing in Guernsey Protected Cell Companies.

  • FORMATION

    Incorporating a Protected Cell Company in Guernsey requires the prior consent of the Guernsey Financial Services Commission.

    A cell is created by the Protected Cell Company passing a special resolution.

  • CONFIDENTIALITY

    Beneficial Owners

    The details of the beneficial owner are disclosed to the service provider and the Authorities but are not available on public record.

    Registered Shareholders

    The details of registered shareholders are not available on public record.

    Directors

    The details of directors are available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A combined annual return should be filed to the Registrar of Companies by the end of January each year. There is no requirement for the filing of accounts with the Registrar of Companies.

    Filing with the Tax Authorities

    A combined tax return must be submitted to the Tax Authorities. The tax return should be submitted 1 year and 15 days after the end of the relevant tax year.

  • RECORDS

    Accounting Records

    A Protected Cell Company in Guernsey must maintain accounting records for the core and the cells.

    There is no legal requirement for the accounting records to be kept in Guernsey.

    The accounting records should be maintained for at least 6 years.

    Financial Statements

    A combined set of accounts should be prepared each financial year.

    The accounts must be prepared in accordance with generally accepted accounting principles (UK GAAP, IAS, IFRS).

  • AUDIT

    Audit Requirement

    The shareholders of a Protected Cell Company may pass a waiver resolution exempting the company from having its accounts audited.

    Such resolution must be passed annually prior to the commencement of the relevant financial year.

    However, companies falling within the definition of "large companies" are not eligible to the audit exemption and therefore must have their annual accounts audited.

    A company is considered as a "large company" if it meets 2 of the following 3 conditions in a financial year and the previous one:

    • Annual turnover of £6.5m or more.
    • Net balance sheet of £3.26m or more.
    • Average number of employees of 50 or more.