Search
Search site

Companies

Protected Cell Company (PCC) - A company cannot be a PCC unless:-

  • It is (or will be) declared by the GFSC to be an authorised collective investment scheme under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987,
  • It is(or will be) a closed ended investment company,
  • It is (or will be) a licensee within the meaning of the Insurance Business (Bailiwick of Guernsey) Law, 2000,
  • It, and its affairs, are (or will be) administered by a GFSC licensed person with a place of business in Guernsey, provided it will not be a licence holder of within the meaning of the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002, or the Banking Supervision (Bailiwick of Guernsey) Law 1994, or a licensed fiduciary within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors etc. (Bailiwick of Guernsey) Law 2000 or a company licensed to carry on controlled investment business within the meaning of the Protection of Investors (Bailiwick of Guernsey) Law 1987.
  • It is (or will be) a company of any other class or description prescribed by the GFSC.

A protected cell company is a single legal person.  However the creation of the cell of a protected cell company does not create a legal person separate from the PCC.

A PCC may create one or more cells for the purpose of segregating and protecting cellular and core assets.

The assets of a PCC are either cellular assets or core assets.  Cellular assets of a PCC comprise the assets of the company attributable to the cells of the company.  The core assets of a PCC comprise the assets of the company attributable to the core of the company.

A PCC may, in respect of its cells, create and issue shares (cell shares) the proceeds of which shall comprise the cellular assets attributable to the cell in respect of which the cell shares were issued.

The proceeds of the issue of shares, other than cell shares, created and issued by a PCC shall comprise the cores assets of the PCC.

It is the duty of directors of a PCC to keep cellular assets separate and separately identifiable from core assets; and to keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.

A PCC shall inform any person with whom it transacts that it is a PCC, and that they are transacting with either a particular cell or the core.


Incorporated Cell Company (ICC) - A company cannot be an ICC unless:-

  • It is (or will be) declared by the GFSC to be an authorised collective investment scheme under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987,
  • It is(or will be) a closed ended investment company,
  • It is (or will be) a licensee within the meaning of the Insurance Business (Bailiwick of Guernsey) Law, 2000,
  • It, and its affairs, are (or will be) administered by a GFSC licensed person with a place of business in Guernsey, provided it will not be a licence holder of within the meaning of the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002, or the Banking Supervision (Bailiwick of Guernsey) Law 1994, or a licensed fiduciary within the meaning of the Regulation of Fiduciaries, Administration Businesses and Company Directors etc. (Bailiwick of Guernsey) Law 2000 or a company licensed to carry on controlled investment business within the meaning of the Protection of Investors (Bailiwick of Guernsey) Law 1987.
  • It is (or will be) a company of any other class or description prescribed by the GFSC.

An Incorporate Cell Company is a single legal person.

An incorporated cell (IC) is a single legal person separate from its incorporated cell company.  An IC is not a subsidiary of its ICC.

An IC cannot be an ICC or a PCC, nor can an IC be a member of its ICC but it can be a member of another IC of its ICC (if permitted in the M or A).

An IC must have the same registered office address as its ICC.

Each director of an ICC shall also be a director of each of its IC's, and no person may be a director of an IC unless he is also a director of its ICC.

It is the duty of the directors of an ICC and its IC's to keep the assets and liabilities of the ICC separate and separately identifiable from the assets and liabilities of its IC's, and to the keep the assets and liabilities of each IC separate and separately identifiable from the assets and liabilities of the other IC's of the ICC.

An ICC has no power to enter into transactions on behalf of any of its IC's.  An IC has no power to enter into transactions on behalf of its ICC or any other IC's of its ICC.

When entering into transaction s it is the duty of the directors and officer of the ICC and the IC's to ensure that it is stated whether the transaction is entered into as the ICC or an IC and to clearly identify the IC.


Company limited by shares:-

A company limited by shares shall have a share capital.

A company limited by shares shall have members whose liability for the company's debts is limited to the amount (if any) unpaid on the shares held by them (shareholders).

There shall be no other type of member.


Company limited by guarantee:-

A company limited by guarantee may have a share capital.

A company limited by guarantee shall have members whose liability for the company's debts is limited to the guaranteed amount (guarantee members), and may, where the company has a share capital, have shareholders.

There shall be no other type of member.

The guaranteed amount mean the  amount a guarantee member undertakes to contribute to the assets of the company in the event of its being wound up whilst still a member or for a period of one year after ceasing to be a member.  Guarantee members may have differing guarantee amounts but this does not alter their interest in the company.

The memorandum and articles may require a guarantee member to also be a shareholder, or they may prohibit a guarantee member from also being a shareholder.


Unlimited Liability Company:-

An unlimited company may have a share capital.

An unlimited company shall have members whose liability for the company's debts is unlimited while they are members, or within a period of one year after they cease to be members (unlimited members).

Where the company has a share capital it may also have shareholders.

There shall be no other type of member.

The memorandum or articles may require an unlimited member to also be a shareholder, or they may prohibit an unlimited member from also being a shareholder.


Mixed Liability Company:-

A mixed liability company may have a share capital.

A missed liability company may have the following member types: guarantee members, unlimited members, shareholder (where the company has a share capital).

The memorandum or articles may require a member of one type to also be a member of any other type, or they may prohibit a member of one type being a member of any other type.

The memorandum and articles may make provision as to the liabilities of members to the company, however if no such provision is made the liability of members shall be joint and several to the maximum extent of their liability.


All forms of companies must have a registered office address in Guernsey, at all times.

A company shall have at least one member.  A member can be a natural person or a body corporate.

A company must have at least one director. A director can be a natural person or a body corporate.

A company may, but need not, have a secretary.

In each calendar year before 31st January every company incorporated before 1st December in the previous year shall complete and deliver an annual validation containing information current on 31st December in that previous year to the Registrar.