Protected Cell Company (PCC) in Mauritius
A unique cell structure enabling the legal isolation of assets and liabilities within a single entity. Captive insurance, fund platforms and investment structuring.
What is a Protected Cell Company?
The Protected Cell Company (PCC) is a form of company governed by the Protected Cell Companies Act 1999 (amended in 2006) of Mauritius. Its fundamental characteristic is the ability to create protected cells within a single legal entity, each with its own separate and isolated pool of assets.
The PCC comprises a core and one or more protected cells. The core represents the residual assets of the company, while each cell constitutes a separate asset compartment. Assets and liabilities attributed to a cell are legally segregated: creditors of one cell can only claim against the assets of that cell and have no recourse to the assets of other cells or the core.
This asset segregation, enshrined in law, provides protection comparable to that obtained by incorporating separate legal entities, while maintaining a single administrative structure. The PCC is one of the fund structuring vehicles in Mauritius and constitutes an efficient tool for activities requiring risk isolation between different programmes, clients or business lines.
Any PCC conducting financial services activities in Mauritius must obtain the approval of the Financial Services Commission (FSC) and be administered by a licensed Management Company.
Features of the Protected Cell Company
The PCC has unique features that distinguish it from other Mauritian corporate forms.
Asset segregation
Each protected cell has its own pool of assets, legally isolated from the assets and liabilities of other cells and the core. This protection is enforceable against third parties and constitutes a legal barrier, not merely an accounting separation. Creditors of one cell have no recourse to the other cells.
Single legal entity
Despite the multiplicity of cells, the PCC remains a single legal entity. One certificate of incorporation, one board of directors, one secretary and one auditor. This unity generates substantial savings compared to incorporating multiple separate companies.
Shared administration
Governance functions (board of directors, company secretary, compliance) and service providers (auditor, Management Company) are shared across all cells. Only accounting is maintained separately for each cell, ensuring traceability of assets and flows.
Flexible cell creation
New cells can be created over time as operational needs evolve. Each cell creation requires FSC approval (for regulated activities) and the allocation of initial assets. This flexibility allows the structure to grow with the business.
Who is the PCC suited for?
The PCC is suited to any party needing to isolate risks, assets or clients within a common structure. The most common use cases in Mauritius include:
- Captive insurance: captive hosting several insurance programmes for a group or for third parties, with risk isolation per cell. Each programme benefits from its own capitalisation and its own technical results.
- Multi-client fund platforms: fund promoters wishing to host the portfolios of different managers or institutional clients within a single structure, while guaranteeing asset segregation.
- Securitisation: structuring of securitisation vehicles where each cell holds a separate portfolio of assets backed by a specific bond issuance.
- Real estate: holding of multiple real estate projects within a single PCC, with each cell isolating a specific project or asset to limit cross-contamination between investments.
- Structured products: issuance of structured financial products where each cell corresponds to a distinct issuance with its own characteristics and exposure.
- SPVs and structuring: ad hoc vehicles (Special Purpose Vehicles) requiring strict asset separation for regulatory, accounting or risk management purposes.
Advantages of the Mauritian PCC
Segregation without multiple entities
The PCC offers asset segregation comparable to that obtained by incorporating separate companies, but within a single legal entity. This eliminates the need to create, administer and audit multiple companies, considerably reducing structural complexity and administrative costs. For a group managing ten distinct programmes or portfolios, the PCC represents a significantly more efficient alternative than ten separate entities.
Cost efficiency
The pooling of governance, audit and administration generates significant economies of scale. A single board of directors, a single audit report (with financial statements per cell), a single Management Company and a single set of regulatory fees. Fixed costs are shared across cells, reducing the unit cost per programme or portfolio.
Single licence
For regulated activities (insurance, investment funds), the PCC operates under a single FSC licence. Creating new cells requires FSC approval, but not a separate licence for each cell. This simplification accelerates the deployment of new programmes and reduces licensing fees.
Operational simplicity
Managing a PCC is simpler than managing multiple separate entities. Compliance, reporting and governance processes are centralised at PCC level, while only financial management is conducted per cell. This centralisation facilitates oversight and supervision of the entire structure.
Mauritian tax framework
The PCC benefits from the Mauritian tax framework, including no capital gains tax on securities and no withholding tax on dividends. If the PCC holds a GBC licence, it may access the partial exemption system and the double taxation avoidance agreement network, subject to economic substance conditions.
Regulatory framework of the PCC
The PCC is governed by the Protected Cell Companies Act 1999 (amended in 2006) and, for financial services activities, by the supervision of the Financial Services Commission (FSC).
FSC approval
Any PCC conducting financial services activities must obtain prior FSC approval. This approval is required for the incorporation of the PCC itself and for the creation of each new protected cell. The FSC assesses the viability of the structure, the competence of the directors and the compliance of the arrangement with regulatory requirements.
Per-cell compliance
Although the PCC is a single entity, the FSC may impose compliance requirements specific to each cell, particularly regarding minimum capitalisation, reporting and risk management. Each cell must maintain sufficient assets to cover its own commitments. The PCC's board of directors is responsible for the compliance of the entire structure and of each cell individually.
Accounting obligations
The PCC must maintain separate accounting for each protected cell and for the core. Audited annual accounts must present the financial statements of each cell as well as the consolidated statements of the PCC. The auditor must verify the correct allocation of assets and liabilities between cells and compliance with asset segregation.
General obligations
- Annual Return: annual filing with the Registrar of Companies
- AML/CFT compliance: adherence to anti-money laundering obligations for each cell
- CRS and FATCA: automatic exchange of tax information
- FSC reporting: periodic reports adapted to the type of licence and activity
Forming a PCC in Mauritius
Setting up a PCC follows a process governed by legislation and FSC regulations. Sunibel Corporate Services supports promoters at every stage.
Analysis and structuring
Definition of segregation requirements, identification of cells to be created, analysis of regulatory requirements according to the planned activity (insurance, funds, securitisation). Assessment of the suitability of the PCC compared to alternatives (separate companies, VCC).
Documentary preparation
Drafting of the PCC constitution (including provisions relating to protected cells), preparation of the business plan, collection of KYC documents for promoters and beneficial owners. Drafting of agreements specific to each cell.
PCC incorporation
Registration of the PCC with the Registrar of Companies. The constitution must expressly provide for Protected Cell Company status and the provisions relating to the creation and management of cells. Obtention of the certificate of incorporation. Timeline: 3 to 5 business days.
FSC approval and cell creation
Submission of the approval application to the FSC for the PCC and for each initial cell. Obtaining the sector-specific licence if necessary (insurance, CIS). The FSC examines the structure, planned capitalisation and governance mechanisms. Timeline: 4 to 10 weeks.
Operational set-up
Opening of bank accounts (main account and per-cell accounts if necessary), implementation of segregated accounting, capitalisation of cells and launch of activities. Ongoing administration provided by the Management Company.
PCC, VCC or Limited Partnership: which structure to choose?
The choice between the PCC, the Variable Capital Company and the Limited Partnership depends on the nature of the activity, segregation needs and the profile of investors or clients. The table below summarises the main differences.
| Criterion | PCC | VCC | Limited Partnership |
|---|---|---|---|
| Asset segregation | Yes (protected cells) | Yes (umbrella sub-funds) | No |
| Variable capital | No | Yes | N/A (contributions) |
| Tax transparency | No | No | Possible (pass-through) |
| Captive insurance | Reference structure | Not suited | Not suited |
| Open-ended funds | Possible (via cells) | Reference structure | Less suited |
| Private equity | Possible but rare | Possible | Reference structure |
| Securitisation | Reference structure | Not suited | Possible |
| Governance | Single board of directors | Board of directors | General Partner |
This comparison is provided for indicative purposes. The choice of the optimal structure depends on numerous factors specific to each project. Contact us for a personalised analysis.
Frequently asked questions about the PCC
Structure your activity with a Mauritian PCC
As an FSC-licensed Management Company, Sunibel Corporate Services supports you in the incorporation and administration of your Protected Cell Company.
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