• Jersey Protected Cell Company

  • GENERAL

    Legal Framework

    Jersey Protected Cell Companies are governed by the Companies (Jersey) Law, 1991.

    A Protected Cell Company is a single legal entity and can be a public or a private company.

    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 they 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.

    A Protected Cell Company has only one Memorandum and Articles of Incorporation.

    The name of the Protected Cell Company should include the words 'Protected Cell Company' or the letters 'PCC'. Similarly, the name of each cell should include the words 'Protected Cell' or the letters 'PC'.

    Taxation

    A Protected Cell Company is 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.

    Nominee Shareholders

    The use of nominee shareholders is allowed.

  • DIRECTORS

    A Protected Cell Company has one Board of Directors.

  • CAPITAL

    Minimum Capital Requirement

    There are no minimum or maximum capital requirements.

    Non-par Value and Bearer Shares

    A Protected Cell Company may issue shares either at par value or at a premium. Unlike limited companies, a Protected Cell Company can issue shares at par value for one cell and shares at a premium for another cell. However, individual cells may not issue both par and no-par value shares.

  • REGISTERED OFFICE

    Registered Office

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

    A cell of a Protected Cell Company should the same registered office with the core.

    Company Secretary / Registered Agent

    A cell of a Protected Cell Company should have the same secretary as the core.

  • FOREIGN INVESTORS

    Restrictions on Foreign Investors

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

  • FORMATION

    A Jersey Protected Cell Company is created in the same way as the Jersey Limited Company i.e. by an application to the Registrar of Companies.

    However, if the Protected Cell Company will be used for a regulated activity then the consent of the Jersey Financial Services Commission should be also obtained.

    A cell is created by the Protected Cell Company passing a special resolution. The resolution is then filed with the Registrar of Companies, which will issue a certificate of recognition.

  • CONFIDENTIALITY

    Assuming that the Protected Cell Company is incorporated as a private company then the following apply:

    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 available on public record.

    Directors

    The details of directors are not available on public record.

    Financial Statements

    The accounts are not publicly accessible.

  • FILING REGUIREMENTS

    Filing with the Registrar of Companies

    A Jersey Protected Cell Company should file an annual return to the Registrar of Companies by the end of February each year. The Protected Cell Company must include in its annual return the information required by Law in respect of each of its cells and deliver to the Registrar of Companies a copy of so much its annual return as relates to the cell.

    Filing with the Tax Authorities

    A combined tax return must be submitted to the Tax Authorities. The tax return should be submitted within 7 months after the end of the tax year.

  • RECORDS

    Accounting Records

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

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

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

    Financial Statements

    Each cell must prepare its own accounts at not more than 18 months intervals.

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