• Gibraltar Non-Resident Company
• Private Company Limited by Shares
• Company Limited by Guarantee
• The Gibraltar Tax Exempt Company
• The Gibraltar 1992 Company
• Public Company Limited by Shares
• Branch of Overseas Company
• The Qualifying Company
• Protected Cell Company
• Insurance companies
• General Partnership
• Limited Partnership
• Investment Funds
• Foundations
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GIBRALTAR PROTECTED CELL COMPANY LEGISLATION
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The Gibraltar parliament, the House of Assembly, passed a bill for a Protected Cell Companies Ordinance on 3 July 2001. The new legislation, which was expected to boost sectors such as captive insurance and funds, in essence provides for a single company with individual parts, known as cells, which are kept separate from each other. Each cell is only liable for its own debts and not for the debts of any other cell within the company.
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Part I. Part I of the Ordinance describes the formation and attributes of a protected cell company. A company may be either incorporated as a PCC, or converted, if so authorised by its articles, into a PCC. The new law stipulates that, for the avoidance of doubt, “a protected cell company is a single legal person,” and that “the creation by a PCC of a cell does not create, in respect of that cell, a legal person separate from the company”. The provisions of the Companies Ordinance apply in relation to a protected cell company (subject to the provisions of the PCC Ordinance, and unless the context requires otherwise).
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Separation Of Assets. Particularly noteworthy is Section 5 of Part I, which describes the duty to keep the assets of each cell separately identifiable. “It shall be the duty of the directors of a protected cell company – (a) to keep cellular assets separate and separately identifiable from non-cellular assets; and (b) to keep cellular assets attributable to each cell separate and separately identifiable from cellular assets attributable to other cells.” Directors may “cause or permit” cellular and non-cellular assets to be held by or through a nominee, or by a company whose shares and capital interests may be cellular assets, non-cellular assets, or a combination of both. Such assets may be collectively invested, or collectively managed by an investment manager, provided that the assets in question remain separately identifiable. Sections 6 and 7 make it clear that the rights of creditors are limited to the assets of the cell of which they are creditors.
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