Seychelles Protected Cell Company, PCC

Republic of Seychelles
Protected Cell Company (PCC)

Privacy Rights
Common Law

Worldwide Tax
0%

Government Fees
$1,000 (USD)

Registration Time
Within 1 Month

A Seychelles Protected Cell Company (PCC) is an entity designed specifically for the use of insurance companies, mutual funds and hedge funds. A PCC consists of a "core" and an unlimited number of segregated "cells". Each cell is deemed an isolated unit capable of engaging in contractual obligations unique to the assets within the cell without involving assets from any other cells or jeopardizing them to the reach of creditors. This separation of assets provided by the cells protects insurance companies in the event of catastrophe and minimizes loss for companies heavily vested in securitization instruments subject to risk. There are very few Protected Cell Companies in existence in Seychelles and until authorities permit additional uses for this structure, applications will only be considered if the business involves captive insurance or umbrella funds.

All

Enter the category for this item: Capital and Confidentiality

Enter the name for this tabbed section: Authorized Capital

Authorized capital is a notional amount of capital that the company is allowed to draw from its shareholders in consideration for the company shares. Any amount of authorized capital, as determined by the beneficial owners, may be stated in the company formation documents.

Enter the name for this tabbed section: Paid Up Capital

A Seychelles PCC is required to have a minimum paid-up capital of 10% of the authorized capital in order to initiate business operations.

Enter the name for this tabbed section: Confidentiality and Privacy

During the application process of a Protected Cell Company a business plan is submitted, detailed personal information is disclosed and beneficial owners are identified to the Seychelles International Business Authority (SIBA). Ownership information is on file with SIBA but remains private and is not accessible to the public and will not be divulged to any foreign governments or organizations. Secrecy provisions in Seychelles law demand all information gathered during the Protected Cell Company application be held strictly confidential.

Enter the name for this tabbed section: Confiscation Provisions

Where any foreign government authority, by way of nationalism, expropriation, confiscation, force or duress, or by imposition of any confiscatory tax, assessment, or other governmental charge, takes or seizes any shares or other interest in a Seychelles PCC, a Seychelles court decision may be obtained ordering the company to disregard the attempted seizure and continue to respect the rights of the Seychelles PCC shareholders.

Enter the category for this item: Features of Company

Enter the name for this tabbed section: Seychelles - Protected Cell Company

Republic of Seychelles

Company Laws

Official Document Language

Conduct Business Internationally

Conduct Business in Seychelles

Resident Agent Required

Registered Office Required

Resident Secretary Required

Company Taxation

Double Taxation Avoidance Agreements

Company Tax Resident Qualification

Income Tax and Business Tax

Detailed Client Application Required

Seychelles International Business Authority

Seychelles International Business Authority

Minimum Shareholders

Company Shareholders Allowed

Residency of Shareholders Allowed

Register of Shareholders

Register of Shareholders Public Record

Bearer Shares Permitted

Minimum Directors

Company Directors Allowed

Residency of Directors Allowed

Register of Directors

Register of Directors Public Record

Disclosure of Beneficial Owners to Registered Agent

Disclosure of Beneficial Owners with Registrar

Annual General Meeting Required

Shareholders / Directors Meeting Required

Company Minutes and Resolutions

Company Seal Required

Minimum Paid Up Capital Required

Maximum Authorized Capital Investment

Capital Considerations

Subject to Currency Controls and Restrictions

Application Fees

Annual Government Fees

Keeping of Accounts Required

Filing of Accounts and Returns Required

Annual Government Return Filing Fees

Auditing of Accounts Required

Re-Domicile from a Foreign Country

Re-Domicile to a Foreign Country

Shelf Companies Available

Incorporation Time

Protected Cell Company (PCC)

Companies Ordinance, 1972

Protected Cell Companies Act, 2003

English

Yes

Yes

Yes

Yes

Yes

1.5 % of Worldwide Income

Yes

Yes

Yes

Yes (Confidential)

SIBA Application Guidelines

SIBA Application

2

No

Non-Seychellois

In Private Possession of Registered Agent

No

No

2

No

Any Nationality

Public

Yes

Yes (Due Diligence Requirements)

No

No

Yes (Anywhere in the World or by Proxy)

In Private Possession of Registered Agent

No

10 % of the Authorized Capital

Unlimited

Any Currency or in Kind other than Seychelles Rupee

Yes

$200

$1,000

Yes

Yes (Not Public)

$200

Yes

Yes

No

No

Within 1 Month

Enter the name for this tabbed section: Due Diligence Information

The Seychelles Anti-Money Laundering Act of 2008

imposes due diligence obligations upon all financial intermediaries requiring evidence of identity, residence and source of funds prior to entering into a business relationship. All international orders are required by law to provide Due Diligence Information.

Enter the category for this item: Financial

Enter the name for this tabbed section: Financial Reporting

A Seychelles Protected Cell Company is required to prepare and file an annual financial accounts and returns to the Seychelles International Business Authority (SIBA). A Seychelles PCC is free to arrange its business accounts in any manner fitting to establish and maintain reasonable accuracy of the company's financial position.

Enter the name for this tabbed section: Government Licensing Fees

(a) An application for incorporation $ 200 (USD)
(b) Annual license fee $ 1,000 (USD)
(c) Annual return filing fee $ 200 (USD)

Enter the category for this item: Names and Requirements

Enter the name for this tabbed section: Names

The Seychelles International Business Authority may reserve the proposed name of a relevant company pending the incorporation of that company and issue a certificate stating the name so reserved if an application is made for that purpose in the prescribed manner.

Enter the name for this tabbed section: Name Endings

PCC	Protected Cell Company

Enter the name for this tabbed section: Secretarial Requirements

A Seychelles PCC is required at all times to have a local Seychelles secretary of the company.

Enter the name for this tabbed section: Business Plan

PCC applications must contain a business plan, provided by the beneficial owners, indicating company objectives, company operations, a 3-year financial forecast, market descriptions, marketing penetration strategies and details about the company capitalization.

Enter the category for this item: Shares and Structuring

Enter the name for this tabbed section: Shares

A Seychelles PCC may only issue registered shares. Bearer shares are prohibited. Company shares may be designated as:

1.) Cellular

2.) Non-Cellular

Enter the name for this tabbed section: Structuring

A Seychelles Protected Cell Company has an independent legal personality and possesses the same powers as a natural person. A current register (complete contact information) of shareholders and directors must be kept at the office of the local Seychelles registered agent.

Seychelles Protected Cell Companies Act, 2003
Part II - Formations and Attributes
Section 4 - Creation of Cells

A protected cell company may create one or more cells for the purpose of segregating and protecting
cellular assets in the manner provided by this Act.

Seychelles Protected Cell Companies Act, 2003
Part II - Formations and Attributes
Section 3 - Protected Cell Companies

(2) For the avoidance of doubt, it is hereby declared that notwithstanding that a protected cell company may have created one or more cells pursuant to the provisions of this Act-

(a) a protected cell company is a single legal person, and

(b) the creation by a protected cell company of a cell does not create, in respect of that cell, a legal person separate from the company.

Enter the category for this item: Taxes

Enter the name for this tabbed section: Tax on Worldwide Income

Seychelles Protected Cell Companies Act, 2003
Part IV - General Provisions
Section 32 - Exemptions

(1) Notwithstanding any provisions of the Stamp Duty Act –

(a) all transfers of property to or by a protected cell company;

(b) all transactions in respect of the shares, debt obligations or other securities of a
protected cell company; and

(c) all transactions relating to the business of a protected cell company
shall be exempt from payment of stamp duty.

(2) The Exchange Control Act shall not apply to a protected cell company or to any transactions relating to
the securities of such company between the holders of such securities.

Enter the name for this tabbed section: DTAA

The Republic of Seychelles has signed and ratified Double Taxation Avoidance Agreements (DTAA) in 13 countries with 3 countries pending ratification and 7 countries under negotiation.

DTAA Signed and Ratified

Barbados
Botswana
China
Cyprus
Indonesia
Malaysia
Mauritius
Oman
Qatar
South Africa
Thailand
United Arab Emirates
Vietnam

DTAA Under Negotiation

Bahrain
Czech Republic
Egypt
Kuwait
Namibia
Russia
Tunisia

DTAA Pending Ratification

Belgium
Monaco
Zimbabwe

Double taxation is avoided with partnering countries by the credit system. The taxpayer's country of residence will grant credit for taxes paid in the source country (Seychelles). A Seychelles PCC also enjoys exemption from the payment of stamp duty.

Enter the name for this tabbed section: Protected Cell Company

Order Form

CFMA

Due Diligence

SIBA
Application Guidelines

SIBA
Application

$ 5,200

Complete Formation

Name Availability Search
Statutory Due Diligence for Up to Two Persons
License Application Filing with SIBA
Filing with the Registry
Government Licensing Fees ($1,000)
Original Certificate of Incorporation
Memorandum of Association (Registry Stamped)
Articles of Association (Registry Stamped)
Resolution for the Appointment of the First Director
Resolution for the Allocation of Shares
Up to Five Share Certificates Provided
Resident Agent
Registered Office
Nominee Local Company Secretary (Required)
Safekeeping of Registers and Accounts
One Year of Customer Support
Annual Business Review
Incorporation Time is Within 1 Month
If a PCC is utilized as an insurance or fund company,
expect additional costs ranging from $15,000 to $50,000
for additional licensing fees and 100+ hours of legal time.

Enter the name for this tabbed section: Annual Renewals

$ 2,175

Annual Renewals

Statutory Due Diligence for Up to Two Persons
Preparation and Filing of Annual Returns (Required)
Filing with the Registry
Government Licensing Fees ($1,000)
Government Return Fees ($200)
Resident Agent
Registered Office
Nominee Local Company Secretary (Required)
Safekeeping of Registers and Accounts
One Year of Customer Support
Annual Business Review
If a PCC is utilized as an insurance or fund company,
expect additional renewal costs from $5,000 to $15,000
for licensing fees, accounting, auditing and legal time.

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Asset Protection Services International, SRL