| |  |
|
 |
|
|
|
|
Economy Package |
 |
 £ 1450.00 | Renewal fees from £1,735 | | |
 This is one of our most popular packages with worldwide customers, and includes: -
 The registration your offshore Seychelles protected cell company from scratch using our registered agent, registered office address & a nominee secretary, and appoint your own candidates to the roles of directors, and shareholders;
The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of two shares must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for protected cell company (PCC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address, a local registered agent and a local nominee secretary (all of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The formation of a protected cell company usually takes as little as eight to ten working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your protected cell company: - The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates.
|
|
|
|
|
|
|
|
Premier Package |
|
| £ 1616.00 | Renewal fees from £1,901 | | |
This is another one very popular package with worldwide customers, and includes: The registration of your offshore Seychelles protected cell company from scratch using our licensed registered agent, a registered office address, our local nominee secretary, & one nominee director; we will appoint your own candidates to the roles of a second director, and shareholders;
The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of two shares must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for protected cell company (PCC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address, a local licensed registered agent, and a nominee secretary (all of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
 The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The formation of a protected cell company usually takes as little as eight to ten working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your protected cell company: - The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
|
|
|
|
|
|
|
|
Deluxe Package |
|
| £ 1826.00 | Renewal fees from £2,011 | | |
This is our finest package with international customers, and includes: - The registration of your offshore Seychelles protected cell company from scratch using our registered agent, registered office address, and the provision of one nominee director and one nominee shareholder; we will and appoint your own candidates to the roles of an additional director, and shareholder;
The standard capital on formation is US$100,000 divided into 100,000 shares valued at no par value or US$1.00 each (it is not required to have all of the shares issued, but a minimum of two shares must be issued);
The government and initiation fees for incorporation are included in the price of this package;
The search for protected cell company (PCC) name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association of your company;
A local registered office address, a local licensed registered agent and a nominee secretary (all of which are statutory requirements in Seychelles) for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
The provision of a nominee shareholder for 12 months is also included in the price of this package (our nominee shareholder service is charged annually); The formation of a protected cell company usually takes as little as eight to ten working days from the time that your application and payment are received by Coddan;
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as one to two days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore PCC company: - The original certificate of incorporation;
A bound copy of the memorandum and articles of association of your company;
The minutes of the first meeting of the board of directors;
A completed register of directors and shareholders;
Share certificates;
Pre-signed, undated letters of resignation from a nominee director and a nominee shareholder;
A general power of attorney signed by a nominee director;
A declaration of trust from a nominee shareholder;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
|
|
|
|
|
|
|
|
|
|
| Incorporation Legal Requirements | | |
A protected cell company registered in the Seychelles can trade within Seychelles or/and own real estate in the jurisdiction of Seychelles.
The company is required to have a registered office address in Seychelles.
The company is required to have a local licensed registered agent in Seychelles.
At least two directors must be appointed as a managing directors of a protected cell company.
There is no maximum number of directors.
A director can be of any nationality.
Director(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
At minimum, two shareholders must be appointed, shareholder(s) can be corporate bodies (another company, trust or a partnership) or private individuals.
The same person can be appointed both as a shareholder and a director.
Company officers may be resident outside of the Republic of Seychelles.
The names and addresses of directors and shareholders are not available on the public record.
There is no requirement for appointing a Seychelles resident shareholder or a local director.
The minimum paid in and issued capital may be just two shares which is fully paid.
Shares can be issued with or without par value.
Shares may be issued in any recognisable currency or in more than one recognizable currency.
A Seychelles registered protected cell companies do not have an obligation to prepare of file financial accounts. However, records must be kept that are sufficient to show and explain the company's transactions; and will, at any time, enable the financial position of the company to be determined with reasonable accuracy.
A Seychelles protected cell company is exempt from the Seychelles income tax, the same exemption applies to all dividends, interest, rents, royalties, compensations and other amounts paid by a company, and all capital gains realised with respect to any shares, debt obligations or other securities of the company.
Confidentiality is one of the key features of the Seychelles PCC company as details of the company beneficial owners, directors and shareholders are not part of public record. Register of shareholders, register of directors and all minutes and resolutions by the company are kept only at the offices of the registered agent in complete confidentiality.
|
|
|
(click here for other packages)
| |
- DEAR VISITORS, If you want to become familiar with the description and the contents of Seychelles protected cell company formation packages, offered by our Seychelles PCC and to find above, what kind of service is included in this or that formation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.incorporate-uk-company.co.uk) are in Great British pounds.
Live Help » Get answers to your questions while using our website. Clicking the "Live Help" button will start an on-line session with one of our representatives. Live Help is currently available during normal business hours. Outside of the above opening hours our business center will be closed. When you click on the button you will see an e-mail form that will allow you to send us a mail with your questions.
 Seychelles Protected Cell Company
When we talk about protected cells, we are not making some sort of botanical study. A protected cell is not to do with genetic engineering; it is a piece of man-made engineering, to provide a juridical solution to identified business problems. The protected cell company is in appearance a simple concept. Its simplicity hides an innovation and also the potential of this innovating concept. There is a single parent company - a PCC, within which there are sub-divisions, which are called "cells". Each cell is allocated in some fashion or other its own assets (the cellular assets); the PCC itself has its own assets, and these are non-cellular. Each cell is an independent entity capable of operating independently from all other cells, or operating together with the other cells and independently of the parent. There is segregation of the assets contained within the cell, and it follows from this that there is a separation of the liabilities arising from those assets within that cell. The purpose of this is that the failure of a cell or the failure of the company does not affect the onward viability of a good cell. There is segregation of assets and liabilities to each cell - simple ring fencing. But the vital legal point is that the cells are not legal entities. The only legal entity is the company, and that does all the operations with the outside world. The more one thinks about it, the more it appears as a sort of juridical combination of a company and a quasi-trust.
In simple terms, a PCC is a company which - in addition to its main, "core" level - contains a number of segregated parts, or "cells". Each cell is legally independent and separate from the others, as well as from the "core" of the company. The undertakings of one cell have no bearing on the other cells. Each cell is identified by a unique name, and the assets, liabilities and activities of each cell are ring-fenced from the others. If one cell becomes insolvent, creditors only have recourse to the assets of that particular cell and not to any other.
Protected cell companies are a welcome arrival for businesses who would have previously chosen a rent-a-captive scheme over the (more costly) formation of an in-house captive insurance company for the purpose of self-insurance. In traditional rent-a-captive schemes, unrelated businesses "rent" the same captive to insure their risks; consequently, there is no guarantee that funds provided by one participant will not be used to cover unjustified claims of another. In contrast, the structure of a protected cell company provides the necessary protection for each participant's assets. Despite being a relative newcomer to the corporate world, the flexibility of PCC companies have caused their uses to diversify in recent years. Protected cell companies are used to securitize insurance risk against catastrophic losses, for example; their very structure also makes them an ideal entity for the cost-effective operation of umbrella mutual funds.
Aside from the above, the astute offshore practitioner can employ an offshore protected cell company as an effective asset protector and privacy enhancer. With an offshore insurance corporation, it is market practice that provides tangible benefits; with the protected cell company, it is the structure of the entity itself - think of a house with a locked front door, and rooms inside, each with a separate lock and key. Protected Cell companies have - in concert with other entities -- been used to construct what has been called "an impenetrable wall" against creditors and prying eyes. Whilst these claims can only be tested by time, this novel use of a PCC for asset protection and financial privacy is an interesting approach and a valuable piece of intellectual property.
Protected Cell Companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (i.e. only the PCC is a separate legal entity).
The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a PCC cannot attach the assets of other cells. As in other jurisdictions, the PCC has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.
Cell shares and cell share capital. A protected cell company may, in respect of any of its cells, create and issue shares ("cell shares") the proceeds of the issue of which ("cell share capital") shall be comprised in the cellular assets attributable to the cell in respect of which the cell shares were issued. The proceeds of the issue of shares other than cell shares created and issued by a protected cell company shall be comprised in the company's non-cellular assets. A protected cell company may pay a dividend (a "cellular dividend") in respect of cell shares.
Name and memorandum of protected cell company. The name of a protected cell company shall without prejudice to the provisions of section 4 of the Companies Act 1972, include the expression "Protected Cell", "PCC" or any cognate expression approved in writing by the Authority. The memorandum of a protected cell company shall state that it is a protected cell company. Unless and until a protected cell company has complied with the provisions of this section, it shall be deemed not to be a protected cell company. Each cell of a protected cell company shall, subject to the approval of the Authority, have its own distinct name or designation.
What is the purpose of the protected cell company? It was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency. It was needed to correct certain deficiencies in the older systems and in the concepts of a company. The concepts were not flexible enough. One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion – a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required. This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover. This led to the formation of the captive insurance company. If one is going to form a captive subsidiary, why not form it offshore? At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
- Protected Cell Companies & Their Uses
What is the purpose of the protected cell company? It was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency. It was needed to correct certain deficiencies in the older systems and in the concepts of a company. The concepts were not flexible enough. One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion - a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required. This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover. This led to the formation of the captive insurance company. If one is going to form a captive subsidiary, why not form it offshore? At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
The single captive was only for the big boys, so how did the smaller boys get into this? Some of them could group together: they had a common sort of interest, a common risk. It might be a business risk. It might be a professional risk. They joined together as a multiple group to form their captive. But the problem there was the allocation of costs and the allocation of losses on claims. One group member might be rather better than another group member. Then the development went further into the "rent-a-captive". The person needing insurance did not form his own captive. Somebody else did that for them. Outside professionals ran an operation which had underneath it a series of captives that one could rent. The professionals ran and owned it, and the customer had his subsidiary captive, which he rented. This improved the deductibility of premiums. But there was always still the shadow of the contagion issue, and, of course, if the parent failed, that brought down the whole thing like a pack of cards. The insurance world was joined by the investment world. It had the same contagion problems. Funnily enough, the unit trust did not have the contagion problem, but it was believed by the market that investors in civil law countries would not buy trust units, but would buy shares. Hence a new product was needed, and it had to come through legislation.
We are not going to go into the legislation in any depth, so as not to make invidious comparisons between jurisdictions with very similar provisions. If one is looking at protected cells and the use of them, it is worthwhile checking the legislation: one needs to look for the differences. It was Guernsey that kicked off protected cell legislation, and that was really because Guernsey was, and still is, the European home of captive insurance. It was rapidly followed by most of the offshore world. Other jurisdictions do not always call it by the same name. In the Cayman Islands, where we think it is limited to a use in mutual fund investments, they call it the Segregated Portfolio Company, and in Bermuda they call it the Segregated Accounts Company. There are differences and different legal issues, but basically they all have the same aim - cellular ring fencing. While all that was happening in the offshore world, the onshore world was not idle either: it was developing the use of securitisation for investment purposes, and that spread through South America, the United States and parts of Europe.
As far as development is concerned, there are two branches. The first branch is the public sector, but we shall pass over that quickly, because it is largely self-explanatory. All this is to be seen in the context of the perceived need for sophisticated new investment products. The cells here can be extremely useful, because the investment can be split: there can be tranches of assets, guaranteed products, more risky products and different returns, and one can space all that out through the cells. All this is done through the issue of shares in the cell by the parent, or, perhaps, through investment policies and the like, issued by the parent. The other branch of development has been in the private world. It is really an echo of the public world, but my impression is that the industry is trying to adapt the public investment structures for more specialist individual markets, because within this offshore structure one can hold a tax-driven investment, and, indeed, also benefit from a form of asset protection, or both. When we use the expression "asset protection" in protected cells, what I really mean is that one can actually get one's own asset into it and preferably the management of one's own assets - which in the context of world stock markets today may prove more profitable than those selected by professional managers of investments.
In the United Kingdom, people talk about using cells for CGT deferral. We have my doubts about this, but the device may not be that easy to use, particularly if the taxpayer is making a direct investment into an asset in the cell, because there has to be a minimum of twenty investors to get over the 5% rule. If the taxpayer makes the investment through a single-premium policy, he is going to have the problem of getting out of the policy at the end of the day without a tax charge. But in the United States, there are, as we have heard, advantages in deferred annuity contracts, and we are told that they can be refined and made better through protected cell companies and that there is much interest in this in the British Virgin Islands. In all these cases, the investor essentially has his own cell - the "rent-a-cell", which is really the protected cell equivalent of the rent-a-captive. This is very much the flavour of the month. The concept is that a life insurance company, authorised in an offshore jurisdiction, issues a single policy to a single investor, linked to assets in a particular cell. There is the idea, but the aim is an age-old aim. It is tax-free roll up. The investor is hoping that the final returns are either tax-exempt or taxed at a lower rate. We think there is a lot of mileage there.
If the protected cell company is aggressively structured, this individual cell or that individual policy could end up being simply attacked as yet another colourful device. We are not getting into the sham concept here. We think that is a grossly over-inflated subject. But it does have the connotations. We do not know what the answer to that is, but we think if the protected cell company is over-aggressively marketed, and if it goes over the line and fails the elephant test, the practitioners responsible may do us quite a disservice, both specifically and generally.
Our second area of concern is more a point of law. We have in mind the use of cells to ring-fence liabilities, and the extent of its efficacy in the event of insolvency of another cell or the company itself. Take a company with a number of cells, into each of which have been injected valuable assets. Suppose one of the cells goes belly up, and creditors lose their money. How does the adviser of the creditor see this? He is looking at a company. The company says it has a number of cells. It says that the domestic legislation provides that they are all separate and the creditor cannot get at the other cells. But is that necessarily the case? The problem is, it seems to me, that the guts of the assets are quite likely to be in a country outside the country whose laws govern the cell. How are the courts of that particular country going to look at this? Will they recognise the cell legislation of another country? Will they recognise the ring fencing? If they do, they burst wide open the 150 year-old concept of pari passu treatment of creditors and assets in corporate insolvency. Are they going to do it? We are not aware that there has been any case about this, but we do have a nagging concern. The problem is always the bad case. If somebody overcooks this, tries to be too clever with protecting an asset, it is just going to look like abuse. We think we have all seen cases where the courts have said, "It stinks and we're going to say it stinks, and then we're going to find a reason why it stinks." And they get round the legal niceties. That may be one end of the spectrum. The other end of the spectrum is, we think, that there is a real place for these things. The onshore world is adopting securitisation concepts which are very similar, and this gives a little bit of support for the protected cell company, provided it looks good and makes sense, and provided it is not against public policy.
Where do we go to now? This PCC is a very new concept, and has only been around for about five years. We are going to see how it goes, but it is extraordinarily innovative. It has bust open the traditional corporate view, and is a very different beast. There are times when we actually cannot work out how it works at all, legally. On analysis, we think it is a difficult legal concept, having a company with segregated assets and liabilities. But it is going to have a lot of uses. There are going to be many areas where it is going to fulfil a use function, particularly where there is any sort of collective or group element - maybe in the field of the provision of fiduciary services. Nominee companies and nomineeships may be replaced by a whole series of cell nominees. The PCC may be used to provide safer pension funding, and here we should mention that we have heard that the UK Revenue has recently approved Guernsey retirement annuity trusts. This has a rather interesting connotation. The taxpayer does not get a deduction for the premium going in because it does not qualify, but those deductions in the United Kingdom are being eroded away and capped. But if he can get his assets into something that he likes, which grows gross in Guernsey or wherever, and comes back in a nice form, this could be a useful way of using the cell. We are going to see, we are sure, the use of the rent-a-cell in this way, and the reason is a simple pragmatic one. It costs a fortune to set up these institutions. But the rent-a-cell provider just has one launch, and then bolts on his cells. That is quite simple, and the relevant Financial Commission has already approved the sponsor or issuer.
Is there a limit to it? It is all very new, and perhaps some people think that the protected cell is going to solve every single problem. Sometimes we wonder what they think it is going to achieve, but it is here to stay. We cannot see a limit to it, but my own personal private message is: do not be over-aggressive about this.
It is reassuring to find that it is actually the offshore world that has solved a particular business and financial problem of the onshore world. If it were not for the problem, one would not have the offshore solution to it. The offshore world adds on to it and improves it, which it is rather reassuring in the days of onslaught against the offshore world. It is a good thing. The protected cell is a puzzling idea, but also challenging to the innovative thinker.
Documents Download »
Seychelles International Business Companies Act, 1994 (as amended, 2000) (548Kb RTF file)
Seychelles Limited Partnerships Act, 2003 (90Kb RTF file)
Seychelles Protected Cell Companies Act, 2003 (220Kb RTF file)
Seychelles Companies (Special Licences) Act, 2003 (91Kb RTF file)
Seychelles International Trust Act, 1994 (as amended, 2000) (147Kb RTF file)
|
|
Helpful Resources