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Protected Cell Companies

A protected cell company (PCC) is a fairly new corporate form; the concept originated in Guernsey in 1997. Since then, protected cell companies have become available in a greater number of offshore jurisdictions.

In Seychelles, Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003. A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. In simple terms, a PCC is a company which – in addition to its main, "core" level – contains a number of segregated parts, or "cells". Each cell is legally independent and separate from the others, as well as from the "core" of the company.

The undertakings of one cell have no bearing on the other cells. Each cell is identified by a unique name, and the assets, liabilities and activities of each cell are ring-fenced from the others. If one cell becomes insolvent, creditors only have recourse to the assets of that particular cell and not to any other.

Protected cell companies are a welcome arrival for businesses that would have previously chosen a rent-a-captive scheme over the (more costly) formation of an in-house captive insurance company for the purpose of self-insurance.

Protected cell companies are used to securitize insurance risk against catastrophic losses, for example; their very structure also makes them an ideal entity for the cost-effective operation of umbrella mutual funds.

Key Features

General
Type of entity: PCC
Type of law: Hybrid
Our time to establish a new company: 2 weeks
Government application fees (excluding taxation): US$200
Government Incorporation Fees US$1,000
Tax Exemption
  • Exemption of stamp duty in respect of properties, shares and all transactions relating to the business of a PCC
  • Not liable for business tax on income derived outside Seychelles
Number of Cells Unlimited
Continuation from IBC Yes
Registered Office In Seychelles
Share capital or equivalent
Standard currency: US$
Permitted currencies: Any except Rs
Minimum paid up: 10% of the Authorised capital
Shares types Cellular and non-Cellular
Directors
Minimum number: Two
Corporate Director Not Allowed
Local required: No
Publicly accessible records: Yes
Location of meetings: Anywhere
Members
Minimum number: Two
Publicly accessible records: No
Location of meetings: Anywhere
Company Secretary
Required: Yes (must be a Seychelles Corporate Service Provider)
Annual Accounts, Audit, Return
Requirement to prepare: Yes
Audit requirements: Yes
Requirement to file accounts: Yes, to FSA only
Requirement to file annual return: Yes, to FSA only
Annual Government Tax US$1,000.00
Permitted Business Activities
  • Insurance
  • Mutual Funds
  • Any other business activity approved by FSA

Step 1 – Approval of company name and cells' names

Name reservation if fairly quick process. Approval is given almost immediately. Along with the company name you have to provide the names of all cells which will be associated with the proposed PCC.

The name of the company must include the expression “Protected Cell Company” or “PCC”

Step 2 – State corporate features of your future company

Please fill in Application Form. Provide description of business activities of the company.

We draft Memorandum and Articles for your PCC as well as other statutory documents to be signed by Directors and Shareholders and send them to you for execution.

Once all the forms completed you simply courier them to us along with 4 originals of M&AA and other original documents

Languages of Incorporation are French and English. If documents are made in any other languages then translation in English or French must be provided. Documentation is normally executed in English.

Step 3 – We register your company with the features of your choice

We register the company with Registrar of Companies through FSA. Upon the registration a Certificate of Incorporation is issued.

The standard documents which will be included in corporate kit are:

  • Certificate of Incorporation
  • Memorandum of Association
  • Articles of Association
  • Drafts of Minutes of First Meeting of Shareholders
  • Drafts of Minutes of First Meeting of Directors
  • Share certificates
  • Directors Register
  • Shareholder Register
  • Notice of Registered Office

Once the documents are ready the order is dispatched to you immediately by courier.

Incorporation costs (1st year)

Application Government Fees

$200

Corporate Secretary, Registered Office, Keeping company registers

$400

Incorporation Fees

$700

Incorporation Government Fees

$1000

TOTAL (1st year)

$2300

 

Annual costs

Annual Government fees

$1000

Annual fee for Corporate Secretary, registered Office, Keeping of Company Registers

$700

Government Fee for Filling of Annual Returns

$200

Filling of Annual Returns

$200

TOTAL per annum from 2nd year

$2,100

 

Others

1.Apostille

$100

2.Certificate of good standing

$150

3.Change of Company Name

$200

4.Change of Directors

$100

5. Share Transfers

$100

6. Courier dispatch service

$80

7. Bank Account with Barclays Bank

$400

Seychelles business FAQ

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  • What a Seychelles IBC cannot do?
    1. It may not carry on business in Seychelles.
    2. It may not own real estate in Seychelles.
    3. It may not do banking, insurance and registered agent business without special license.
  • What are the guarantees of strict confidentiality in the Seychelles?
    We understand and respect our clients’ confidentiality requirements. Seychelles IBC in this respect is an ideally apt solution.

    The only documents of your company that are being kept on public record are the Certificate of Incorporation, Memorandum of Association and the Articles of Association, thus providing the confidentiality of an outstandingly high standard.

    Moreover, the information regarding directors, shareholders, beneficial owners, addresses, etc are kept in the Registered office, under no circumstance will be revealed, unless your company is involved in illegal activities and there was an order from the Court to disclose the information.

  • What are the appropriate endings for different types of companies?
    The name of a limited company shall end with a word or abbreviation denoting a corporate body or limited liability. The most popular name-endings include any of words like "Limited", "Corporation" or "Incorporated"; the words "Societe Anonyme" or "Sociedad Anonima"; the abbreviation "Ltd", "Corp", "Inc", "GmbH", "AG" or "S.A."; or several other word or words, or abbreviations thereof.
  • How long does it take to register a Seychelles IBC?
    Seychelles has one of the fastest Registries of International Business Companies in the world. New IBCs are usually incorporated within 24 hours.
  • What can a Seychelles IBC Do?
    Your IBC can act in many ways, for example it can:
    • Open a bank account, make deposits and transact globally.
    • Manage offshore investments such as term deposits, bonds, stocks, mutual funds, etc.
    • Provide consulting, management, or professional services
    • Own a Corporate credit card, and allow you to cover your legitimate expenses using it.
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