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Financial Services

Segregating Risk Across Multiple Cells Within One Structure

We structure Protected Cell Companies under the Protected Cell Companies Act 1999, ring-fencing assets and liabilities between cells for umbrella funds and segregated cell captives.

Overview

One Core, Multiple Ring-Fenced Cells

A Protected Cell Company holds a core structure alongside multiple cells, each with legally segregated assets and liabilities. A PCC protects each cell from contagion, a claim or loss in one cell cannot reach the assets held in another.

We structure PCCs for umbrella collective investment schemes with multiple sub-funds, and for segregated cell captives writing insurance for different risks within a group, and manage the FSC licensing each requires.

No Minimum Capital
At the PCC or Cell Level
Under the Protected Cell Companies Act 1999 itself. A cell conducting a separately regulated activity — e.g. insurance under the Insurance Act 2005 and Captive Insurance (Pure Captive Insurance Business) Rules 2016, or a licensed fund — is still subject to that activity's own capital rules.
Ring-Fenced
Cell Segregation
Assets and liabilities of each cell are legally separated from every other cell.

What We Provide

Key Features

Core & Cell Structuring
Structuring the PCC's core and individual cells around the intended use, whether fund or captive.
Fund Cell Structuring
Structuring umbrella collective investment schemes and closed-end funds with segregated sub-fund cells.
Captive Insurance Cell Structuring
Structuring segregated cell captives writing insurance for different risks within a group.
FSC Licensing
Managing the FSC licence application for the PCC and, where applicable, individual cells.
Cell Governance
Structuring management arrangements, including transfer to an investment manager where the PCC is licensed as a fund.
Continuation Structuring
Registering an existing company by way of continuation as a PCC where appropriate.

Process

How It Works

01
Structure Assessment
Understanding the intended use, fund or captive, and the number of cells required.
02
Core & Cell Design
Structuring the PCC's core and the cells that will sit beneath it.
03
Documentation Preparation
Preparing the constitutive documents for the core and each cell.
04
FSC Licence Application
Submitting the licence application for the PCC and, where applicable, individual cells.
05
Cell Onboarding
Onboarding each cell's assets, investors, or insured risks.
06
Ongoing Governance & Reporting
Supporting cell governance, reporting, and FSC compliance on an ongoing basis.

Practical Considerations

Requirements & Timeline

Regulatory Requirements

  • FSC licensing of the PCC, and of individual cells where required, such as insurance cells
  • No minimum capital requirement at the PCC or cell level under the Protected Cell Companies Act 1999 itself. A cell conducting a separately regulated activity is still subject to that activity's own capital rules — for example, insurance/reinsurance cells under the Insurance Act 2005 and the Captive Insurance (Pure Captive Insurance Business) Rules 2016, or a licensed fund cell under the applicable fund licensing criteria
  • Clear documentation segregating each cell's assets and liabilities from the core and from other cells
  • Director-managed governance, with management transferable to an investment manager where the PCC is licensed as a fund

Indicative Timeline

  • Structure Design: 2–4 weeks
  • Documentation Preparation: 3–5 weeks
  • FSC Licence Application: 8–16 weeks, depending on use
  • Cell Onboarding: 2–4 weeks per cell

Common Questions

Frequently Asked Questions

Legal segregation is the difference, in a PCC, each cell's assets and liabilities are legally ring-fenced, so a claim against one cell cannot reach another cell's assets. A standard company structure doesn't offer that protection without setting up separate legal entities for each sub-fund.
Yes, PCCs are used for umbrella collective investment schemes and closed-end funds with segregated sub-funds, and for segregated cell captives writing insurance for different risks. The two uses aren't mutually exclusive at the PCC level, though a given cell is usually structured for one purpose.
It depends on the activity, insurance cells generally require licensing, and cells used as regulated CIS sub-funds require FSC authorisation. We assess this per cell during structuring.
No minimum capital requirement at the PCC or cell level under the Protected Cell Companies Act 1999 itself. A cell conducting a separately regulated activity is still subject to that activity's own capital rules — for example, insurance/reinsurance cells under the Insurance Act 2005 and the Captive Insurance (Pure Captive Insurance Business) Rules 2016, or a licensed fund cell under the applicable fund licensing criteria.
Yes, an existing company can be registered by way of continuation as a PCC, rather than needing to be wound up and re-established.

Continue Exploring

Related Services

Captive Insurance & Risk Structuring
Structuring and licensing captive insurance vehicles, including segregated cell captives.
Learn More about Captive Insurance & Risk Structuring →
Collective Investment Scheme (CIS)
Open-ended fund structures that can be housed within a PCC's cells.
Learn More about Collective Investment Scheme (CIS) →
Closed-End Funds & Variable Capital Company
Alternative fund vehicles for private equity, real estate, and multi-strategy mandates.
Learn More about Closed-End Funds & Variable Capital Company →

Ring-Fence Your Next Structure

We structure Protected Cell Companies for umbrella funds and segregated cell captives, and manage the FSC licensing each requires.

Speak with a Specialist