Tarian Celebrates 25 years of Cellular Structures in Guernsey
A closer look at the concept that’s transformed the finance industry over the past quarter of a century.
BY JAMES ORRICK
In February this year, the protected cell company (PCC) celebrated its 25th anniversary. It is a concept developed originally in Guernsey primarily for the island’s captive insurance sector. Since then, Guernsey introduced an additional type of cell company, the incorporated cell company (ICC). Their extreme versatility is now appreciated by all sectors of the finance industry.
A PCC is a single legal entity comprising a core and an unlimited number of protected cells. The core features the usual characteristics of a Guernsey company including registered number, registered office, memorandum and articles of incorporation, share capital and is governed by one board of directors. This board of directors act for and on behalf of the cells which themselves cannot transact. Each cell may issue cell shares and cell assets and liabilities are ring-fenced and are attributed to each cell, thus being separate from each cell and the core itself. The core and its cells do not need to have common shareholders.
There is no restriction on the number of cells which may be formed. The board of directors of the core decide upon the formation of a new cell and there are no registry filing requirements.
The ICC is based on the same principles as the PCC. However, each cell created is a distinct legal entity in its own right with its own memorandum and articles of incorporation, its own company registration number and its own board of directors. Given that the cell of an ICC is a separate legal person, it can therefore contract with third parties in its own right including other cells within the same ICC structure.
As with a PCC, the ICC also has no restrictions on the number of cells it may form. However, in order for an ICC to form a cell, it must first pass a special resolution authorising an application for the incorporation of a new cell of the ICC which will then be registered with the Registrar of Companies.
The written consent of the Guernsey Financial Services Commission is required for the formation of and conversion of existing companies into either a PCC or ICC.
The flexibility of cell companies sees them being used for a wide range of purposes including (but not limited to) private funds, umbrella funds, property holding and private wealth structures.
Advantages of Cell Companies
The key advantage is that a cell company can efficiently manage the segregated assets of different shareholders through clearly segregated cells where the activity of one cell is not adversely affected by the activity of another. The ring-fencing of assets and liabilities means that each cell may pay a dividend separately, based on the performance of its own assets and liabilities.
In addition, the administrative benefits of cell companies are significant. PCCs offer lower administrative costs than a group of stand-alone non-cellular companies and economies of scale with just one legal entity with savings made on both legal and other professional services. There is also minimal set up time to form a new cell. Furthermore, ICCs are seen to have greater creditor protection with separate legal personality yet still closely resemble a traditional group structure of non-cellular parent and subsidiaries.
About the Author
James Orrick, Director at Tarian Trust.
James holds a Masters in Corporate Governance from Bournemouth University, a BSc (Hons) in Accounting and Finance from the University of Essex, is a Fellow of the Association of Chartered Certified Accountants and a Fellow of the Chartered Governance Institute.
[email protected]; +44 1481 714070
This article is not intended to provide any form of advice. Consequently, Tarian Trust Limited, its group companies nor its officers or employees accepts any liability for any form of loss, damage, costs or liability suffered as a result of placing reliance on the contents of this article