Protected Cell Company (PCC)

A protected cell company (PCC) is a corporate structure in which a single legal entity is comprised of a core and several cells that have separate assets and liabilities. A PCC has a similar design to a hub and spoke, with the central core organization linked to individual cells. Each cell is independent of each other and of the company’s core, but the entire unit is still a single legal entity. A PPC is sometimes referred to as a segregated portfolio company.

A protected cell company operates (PCC) with two distinct groups: a single core company and an unlimited number of cells. It is governed by a single board of directors, which is responsible for the management of the PCC as a whole. Each cell is managed by a committee or similar group, with authority to the committee granted by the PCC board of directors. A PCC files a single annual return to regulators, though business and operational plans of each cell may still require individual review and approval by regulators.

Cells within a PCC are formed under the authority of the board of directors, who are typically able to create new cells as business needs arise. The articles of incorporation provide guidelines that the directors must follow.

In some jurisdictions, where the assets of a segregated portfolio are inadequate to meet that portfolio's obligations, then a creditor may have recourse to the general assets of the PCC, but not those assets which belong to a different segregated portfolio. An PCC is technically a single legal entity and the segregated portfolios within the PCC will not be separate legal entities, which are separate from the PCC, although for bankruptcy purposes, they are treated as such. This form of organizational structure is used by insurance and reinsurance companies. Creditors may also have access to core assets of the company. Each individual cell is often expected to keep collateralized underwriting risk on its own within the cell.

Financial institutions, such as banks, may create PCCs in order to create insurance products from banking products. In this way, it is creating a special purpose vehicle (SPV) to securitize a transaction.

In some jurisdictions, separation of liability is achieved by different statutory mechanisms. For example, Barbados allows the formation of both “Protected Cell Companies” and “Companies with a Separate Account Structure”. The latter separates liabilities by allowing a company to allocate assets and attendant liabilities to any number of separate accounts.