Guide To Cell Companies In Guernsey

1. THE LEGAL NATURE AND STATUS OF THE PCC

The PCC is a company with all the usual features: a set of memorandum and articles of incorporation, a registered office, a share capital and a board of directors, being subject to all of the normal requirements of the Law. The unusual feature of the PCC is that it can create any number of cells known as "protected cells" (PCs) the assets and liabilities of which are separate from those of the PCC (the assets of which are referred to as "non-cellular" or "core" assets).

Importantly, the PCs are not themselves separate legal entities. The PCC acts for and on behalf of the PCs which themselves cannot transact. Consequently, a PCC must inform any person with whom it transacts that it is a PCC and go on to identify whether it is the core or a PC, in which case it must identify the specific PC, with whom the person is contracting. A failure to specify the relevant pool of assets, cell or core, in the documentation could result