The legislation governing protected cell companies in Mauritius is The Protected Cell Companies Act 1999 (the "Act") which came into force on 1 January 2000. The concept of a "protected cell company" (PCC) involves the establishment of a company comprising multiple distinct "cells." In essence, a PCC is structured with one or more cells, each of which is segregated from the others.

Consequently, within a PCC, the assets and liabilities of each cell are maintained separately, ensuring that the assets attributed to a particular cell are exclusively impacted by liabilities arising from transactions associated with that specific cell. This segregation ensures that in the event of insolvency affecting a particular cell, creditors are entitled to seek recourse solely from the assets allocated to that specific cell, without access to assets held within other cells of the PCC.

The objective of the Act is to facilitate companies engaged in global business activities to establish segregated "cells" within their corporate structure. This segregation enables the company to partition its assets into distinct cells, thereby safeguarding each cell from the liabilities incurred by other cells.

The legal separation provided by this structure is commonly referred to as "ring-fencing," offering notable flexibility in asset management within the PCC. This arrangement allows for cost-effective and efficient management by directors serving on a unified board for the PCC. Moreover, a PCC can be advantageous for a single investment entity seeking to manage multiple investment portfolios, each with its unique investment strategy and risk profile. In essence, a pivotal aspect of a PCC is ensuring that the liability of one cell remains isolated from any other cell within the PCC entity.


Features of a PCC

Single legal entity
A PCC has the ability to establish numerous cells, each with its distinct name and designation. While each cell maintains legal independence from others, it's important to note that the creation of a cell doesn't establish it as a separate legal entity apart from the PCC. Additionally, it's essential that the business activities of each cell align with the overarching business activities of the PCC.

Incorporation and Registration
A company in Mauritius can be established under the Companies Act of 2001 as a PCC. Additionally, an existing company can be transformed into a PCC, provided it is permitted to do so by its constitutional documents.

Furthermore, a foreign company operating outside Mauritius can seek registration in Mauritius through a process of continuation, thus becoming recognized as a PCC.


  • The name of a PCC must include the words "Protected Cell Company " or "PCC" at the end of its name and each cell of the PCC must have its own distinct name, designation or denomination.
  • A foreign company continuing as a PCC in Mauritius may use the name designated in its Articles of continuation with the words "Protected Cell Company" or "PCC" added to it.


Capital requirement

  • While there's no mandatory minimum capital stipulated for a PCC or its individual cells, the Financial Services Commission of Mauritius (FSC) may setspecific capital requirements, taking into consideration the nature of the business.
  • Issuance of Shares:A PCC is empowered to create and release shares within the capital of its cells, termed "cell shares." The proceeds generated from such shares become part of the respective cell's assets. Conversely, proceeds from shares other than cell shares contribute to the non-cellular assets of the PCC.
  • Dividend Distribution: Dividend payments are handled independently for each cell within a PCC. Consequently, a PCC can distribute dividends pertaining to shares issued for a specific cell, irrespective of whether dividends are feasible for any other cell.
  • Asset Segregation: The assets of a PCC are classified into "cellular assets" and "non-cellular assets." Cellular assets pertain to assets attributable to specific cells within the company, while non-cellular assets are those owned directly by the PCC, not associated with any particular cell.
  • The directors of a PCC are obligated to maintain the following: Segregation of cellular assets from non-cellular assets, ensuring separate identification. Separation and distinct identification of cellular assets attributable to each cell from cellular assets attributed to other cells.


Liabilities  of a PCC

  • A PCC is obligated to disclose its status as a protected cell company to any party it engages with or transacts with. Moreover, it must specify or identify the particular cell relevant to the transaction, unless the transaction doesn't pertain to a specific cell.
  • Failure by the PCC to disclose its status as a PCC or to specify the relevant cell for a transaction will render the directors personally liable to the affected party concerning that transaction. However, the directors retain the right to indemnification from the non-cellular assets of the PCC for their personal liability, unless their actions were fraudulent, reckless, negligent, or undertaken in bad faith.


Liability of a PCC with respect to a particular cell

  • If a PCC incurs liability stemming from a transaction associated with a specific cell, that liability is primarily borne by the cellular assets of the respective cell. Only if these assets are insufficient would the non-cellular assets of the PCC become secondarily liable. Importantly, the liability of one cell does not impact the assets of other cells, ensuring that creditors of a particular cell are shielded from creditors who are not associated with that specific cell and therefore do not have access to its assets.
  • Conversely, liabilities of the PCC unrelated to any transaction associated with a particular cell are solely the responsibility of the PCC's non-cellular assets.


Setting up a PCC
A PCC is incorporated in Mauritius as a  global business company ("GBC") holding a Global Business Licence. As stated above, foreign companies and existing Mauritian companies may also apply to be registered as a PCC. Furthermore, an existing company may be converted into a PCC.



Administration order
An administration order functions as a rescue mechanism for an insolvent PCC or its cells and allows them to carry on running their business whilst being insolvent. Such an order can be sought where a more advantageous realisation of the business and assets of the PCC or the cell concerned, than would be achieved by receivership or liquidation.

An application for administration order can be made by the PCC, its directors,  its shareholders, the shareholders of  any of its cells, any creditor of the PCC ( or, where the order is sought in respect of a cell, any creditor of that cell), the FSC or the Registrar of Companies of Mauritius.

Generally speaking, where the liabilities of a cell are concerned, the Court may make an administration order if it is satisfied that the cellular assets attributed to a particular cell are insufficient to discharge the claims of its creditors. Where the liabilities of the PCC itself are concerned, the Court can make such order only when the PCC's cellular and non-cellular assets are insufficient to discharge the liabilities of the PCC.

Cellular assets attributable to a cell of a PCC are only available to the creditors of that particular cell.


Receivership order in relation to a cell
Where an administration order is inappropriate, the same parties entitled to ask for an administrative order can ask for a receivership order with respect to a particular cell.

While making a receivership order, the court directs that the business and cellular asset of the cell be managed by a receiver for the purposes of the orderly winding up of the business of the cell. The court should first be satisfied that the claims of creditors of a cell would not be discharged by the assets of that cell.

The receiver may do all such things he seems necessary for the purpose of the receivership.

After the winding up, the receiver will distribute the cellular assets attributed to the cell to those persons who are entitled to have recourse to such assets.

In the liquidation of a PCC, the liquidator is bound to keep cellular assets separate and separately identifiable from non-cellular assets and keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.

How a PCC can be relevant in the context of a Mauritian vehicle?

A PCC is a suitable vehicle for investment funds, insurance business and asset holding. For example, an investment fund can comprise different cells to invest in different countries or different sectors such as pharmaceuticals, IT, Energy and Power sector, or captive insurance


This briefing is for informational purposes only and should not be construed as legal advice.