The assets of a protected cell company may comprise of cellular assets or
non-cellular assets or a combination of both cellular and non-cellular assets.
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The directors to:
(a) Keep cellular assets separate and separately identifiable from non cellular assets; and
(b) Keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.
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The directors of a protected cell company may cause or permit:
(a) Cellular assets and non-cellular assets to be held -
(i) By or through a nominee; or
(ii) By a company the shares and capital interests of which may be cellular assets or non-cellular assets, or a combination of both;
(b) Cellular assets or non-cellular assets, or a combination of both, to be collectively managed by an investment manager, provided that the assets in question remain separately identifiable.
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The cellular assets of a protected cell company shall comprise the assets of the company attributable to the cells of the company.
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The assets attributable to a cell of a protected cell company shall comprise:
(a) Assets represented by the proceeds of cell share capital and reserves (retained earnings, capital reserves and share premium) attributable to the cell; and
(b) all other assets attributable to the cell.
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The non-cellular assets of a protected cell company shall comprise the assets of the company which are not cellular assets.
A PCC 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.
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The proceeds of the issue of shares other than cell shares created and issued by a PCC shall be comprised in the company's non-cellular assets.
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A PCC may pay a dividend (a "cellular dividend") in respect of cell shares.
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Cellular dividends may be paid in respect of cell shares by reference only to the cellular assets and liabilities attributable to the cell in respect of which the cell shares were issued.
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In determining the cellular dividend payment, no account need to be taken of:
(a) The profits and losses, or the assets and liabilities, attributable to any other cell of the company; or
(b) Non-cellular profits and losses, or assets and liabilities.
Where a liability of a PCC to a person arises from a transaction, or is otherwise imposed, in respect of a particular cell -
(a) That liability of the company shall extend only to, and that person shall, in respect of that liability, be entitled to have recourse only to -
(i) The cellular assets attributable to that cell which shall be primarily liable; and
(ii) To the extent that the cellular assets attributable to that cell may be insufficient, the company's non-cellular assets, which shall be secondarily liable; but and
(b) That liability of the company shall not extend to, and that person shall not, in respect of that liability, be entitled to have recourse to, the cellular assets attributable to any other cell.
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Where a liability of a PCC to a person -
(a) Arises otherwise than from a transaction in respect of a particular cell; or
(b) Is imposed otherwise than in respect of a particular cell,
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That liability of the company shall extend only to, and that person shall, in respect of that liability, be entitled to have recourse only to, the company's non-cellular assets.
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Liabilities of a PCC not otherwise attributable to any of its cells shall be discharged from the company's non-cellular assets.
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Income, receipts and other property or rights of or acquired by a PCC not otherwise attributable to any cell shall be applied to and comprised in the company's non-cellular assets.
(a) Inform any person with whom it transacts that it is a PCC; and
(b) For the purposes of that transaction, identify or specify the cell in respect of which that person is transacting, unless that transaction is not a transaction in respect of a particular cell.
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The onus of disclosure rests with the directors of the PCC. Failure of disclosure may lead to personal liability incurred by the directors.
Asset holding - Holding and managing assets (or portfolios of assets) in different cells for such classes of beneficial owners, high net worth individuals and institutional investors
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Structured Finance Business - Businesses established principally for the purpose of issuing bonds, notes or loans or other debt securities or instruments, secured or unsecured, in respect of which the repayment of capital and interest is to be funded from the proceeds of the company's investments including, without limitation, debt or equity securities, royalties, income flows, derivatives, interest rate, currency or other swaps, or any other credit enhancement arrangements or financial assets
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Collective investment schemes and close ended funds - A company, whether close-ended or open ended, whose business consists of investing its funds principally in securities with the aim of spreading investment risks and giving members of the company the benefit of profits, income, returns or payments arising from the management of its funds by or on behalf of that company; and under which:-
(a) The participants do not have day to day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management;
(b) The property is managed by the company or on behalf of the company by an investment manager; and
(c) Under which arrangement, the contributions of the participants and the profits and income from which payments are to be made to them are pooled.
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Specialised collective investment schemes - collective investment schemes and close ended funds investing in such specialized financial products, or assets other than securities, as may be specified by the FSC
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Insurance business - Companies engaged in insurance business as defined under Part I of the Financial Services Development Regulations 2001, i.e. the business of undertaking liability, by way of insurance, including re-insurance -
(a) To protect persons against loss or liability in respect of risks to which the persons may be exposed; or
(b) To pay a sum of money or other thing of value upon the happening of an event
The insurance business shall include captive insurance business.
