A Protected Cell Company (PCC) is a unique and powerful corporate structure in Mauritius that allows the creation of multiple legally segregated cells within a single legal entity. Each cell has its own assets and liabilities that are ring-fenced from those of all other cells and the core company, providing a level of legal protection equivalent to that achieved through separately incorporated entities — but at significantly lower cost and administrative complexity. PCCs in Mauritius are governed by the Protected Cell Companies Act 1999, and are supervised by the Financial Services Commission (FSC) under the Financial Services Act 2007.
The PCC structure is particularly well-suited to investment fund management, captive insurance, cell captive insurance, and multi-client asset management operations. Fund managers can use a PCC to operate multiple strategies, sub-funds, or client mandates within a single regulated entity, with each cell maintaining its own net asset value, investor register, investment strategy, and financial accounts. The legal segregation provided by the Protected Cell Companies Act 1999 means that creditors of one cell cannot access the assets of another cell, providing robust protection for investors and policyholders.
This statutory ring-fencing distinguishes the Mauritius PCC from informal portfolio separation within a single fund entity and is one of its most commercially significant features. New cells can be created without the need to incorporate a new company, and existing cells can be wound up independently without affecting the remaining cells or the core company.
Key Features of a Protected Cell Company (PCC) in Mauritius
Statutory Asset Segregation
Under the Protected Cell Companies Act 1999, the assets and liabilities of each cell are legally ring-fenced from those of all other cells and the core company. Creditors of one cell have no recourse to the assets of another cell, providing robust statutory protection for investors and clients.
Cost Efficiency Over Multiple Entities
Operating multiple segregated portfolios within a single PCC avoids the need to incorporate, licence, and maintain separate legal entities for each strategy or client. This delivers significant savings in formation costs, regulatory fees, administration, and legal expenses.
Captive Insurance and Cell Captive Structures
PCCs are widely used in Mauritius for captive insurance and cell captive insurance arrangements, where each cell represents a different policyholder, risk pool, or insurance programme. The structure allows multiple clients to access the benefits of a captive insurance structure within a single regulated entity.
Multi-Strategy Investment Funds
Fund managers use PCCs to operate multiple investment strategies, asset classes, or client mandates within a single licensed fund entity. Each cell maintains its own NAV, share class, investor register, and investment mandate, while benefiting from shared governance and administrative infrastructure.
Flexible Cell Creation and Closure
New cells can be created within an existing PCC at any time without incorporating a new company, and existing cells can be wound up independently. This provides operational flexibility as the business grows, new clients are onboarded, or strategies are discontinued.
Protected Cell Companies Act 1999 Framework
The Mauritius legal framework for PCCs is well-established, providing legal certainty, clear creditor hierarchy rules, and cell segregation protections that are widely recognised by international investors, auditors, and legal advisors.
FSC Supervision and Credibility
PCCs are licensed and supervised by the FSC under the Financial Services Act 2007. FSC oversight provides regulatory credibility for counterparties, investors, and banks, and ensures compliance with AML/CFT and other applicable standards.
GBC Structure with DTA Access
A PCC can be structured as a GBC, enabling it to access Mauritius's network of over 45 Double Taxation Agreements and the partial exemption system on qualifying foreign-source income, subject to meeting substance requirements.
Separate Financial Reporting per Cell
Each cell within a PCC maintains its own set of financial accounts, enabling transparent reporting to each cell's specific investors, policyholders, or clients, and facilitating independent auditing of each cell's financial position.
How to Set Up a PCC in Mauritius
Needs Assessment and Structure Design
We assess whether a PCC is the optimal structure for your multi-portfolio, multi-client, or insurance requirements. We advise on the number of initial cells, the activities of each cell, the core company governance, and the licensing requirements applicable to the proposed activities.
KYC and Due Diligence
We collect and verify KYC documentation for all stakeholders, including the promoters, core company directors, cell participants, and any identified investors or policyholders. Enhanced due diligence is conducted for regulated activities.
PCC Incorporation
We incorporate the PCC under the Companies Act 2001 with a bespoke constitution establishing the PCC structure, core company governance, and the framework for cell creation and management. We prepare all required formation documents.
FSC Licence Application
We submit the FSC licence application for the PCC, including the business plan, proposed activities for each cell, risk management framework, and compliance arrangements. We manage all FSC correspondence and respond to queries.
Cell Creation Documentation
Once the PCC is licensed, we prepare the documentation to create individual cells, including cell addenda to the constitution, cell-specific investment mandates or insurance terms, and any required cell-level regulatory approvals.
Service Provider Appointments
We coordinate the appointment of cell-level service providers as required, including investment managers, custodians, auditors, actuaries (for insurance cells), and bank account providers.
Bank Accounts and Accounting Systems
We open dedicated bank accounts for the core company and each cell, and establish separate accounting records and NAV calculation procedures for each cell, ensuring financial isolation is maintained in practice as well as in law.
Ongoing Administration and Compliance
We provide ongoing PCC and cell-level administration, including accounting, NAV calculation, financial reporting, regulatory filings with the FSC, and compliance management. We also manage the creation or winding-up of cells as the business evolves.
Requirements for a PCC in Mauritius
- Detailed description of proposed cell structure, number of cells, and activities of each cell
- Business plan for the PCC core company and each proposed cell
- KYC documentation for promoters, core company directors, and key cell participants
- Source of funds documentation for all relevant parties
- Draft constitutional documents (including cell addenda)
- Risk management and compliance framework
- Details of proposed investment managers, custodians, actuaries, or other cell-level service providers
- For insurance cells: actuarial reports, insurance programme details, and policyholder information
- For fund cells: investment strategy, offering documents, and investor targeting information
- Proposed company name (three alternatives recommended)
Estimated Costs of a PCC in Mauritius
| 항목 | 예상 범위 |
|---|---|
| PCC incorporation and FSC licence (core company, year 1) | USD 5,000 – 10,000 |
| Creation of each additional cell (documentation and FSC filings) | USD 1,500 – 3,000 |
| Annual registered agent and corporate secretary (per annum) | USD 2,000 – 5,000 |
| Cell-level accounting and NAV calculation (per cell, per annum) | USD 2,000 – 5,000 |
| Annual FSC compliance and reporting (per annum) | USD 1,500 – 3,500 |
| Bank account opening per cell | USD 500 – 1,500 |
Frequently Asked Questions About 모리셔스 보호 셀 회사 (PCC)
What is the legal status of cells within a PCC?
Cells within a PCC are not separate legal entities — they are divisions of the single PCC legal entity. However, under the Protected Cell Companies Act 1999, the assets and liabilities of each cell are legally segregated. Creditors of one cell cannot access the assets of another cell or the core company, providing robust statutory ring-fencing.
Can a PCC have different investors in each cell?
Yes. Each cell can have its own distinct set of investors, investment strategy, share classes, and commercial terms. This is a primary advantage for fund managers or insurance operators who wish to serve multiple client groups or strategies within a single regulated entity.
Is a PCC suitable for captive insurance?
Yes. PCCs are widely used in Mauritius for captive insurance and cell captive insurance. Each cell represents a separate risk pool, policyholder group, or insurance programme. The structure allows multiple companies to access the benefits of captive insurance without each needing to establish and capitalise a separate insurer.
How many cells can a Mauritius PCC have?
The Protected Cell Companies Act 1999 does not impose a limit on the number of cells a PCC may have. Cells can be created at any time after the PCC is incorporated, subject to the appropriate documentation and, where required, FSC approval. The number of cells is driven by commercial requirements.
Can a cell be wound up without affecting the rest of the PCC?
Yes. Individual cells can be wound up or terminated independently without affecting the core company or other cells. This operational flexibility is one of the key commercial advantages of the PCC structure over separately incorporated entities.
What is the difference between a PCC and a Variable Capital Company?
A PCC is a multi-cell structure with statutory asset segregation, widely used for insurance, funds, and multi-client operations. A Variable Capital Company (VCC) is specifically designed for investment funds, with variable share capital allowing subscriptions and redemptions at NAV. Both can hold sub-funds or cells, but the VCC is purpose-built for open-end fund structures, while the PCC has broader applications.
Does each cell need its own FSC approval?
For standard cells within an already-licensed PCC, a new FSC licence for each individual cell is not typically required, though certain regulated activities within a cell may require specific FSC approval. We advise on a cell-by-cell basis based on the proposed activities and applicable regulatory framework.