• 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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Cell Shares, Cellular Capital And Cellular Dividends. Section 8 provides for a PCC to create and issue shares (“cell shares”) in respect of any of its cells. The proceeds of the issue (“cell share capital”) are comprised in the cellular assets attributable to the cell in respect of which the cell shares are issued. A protected cell company may pay a cellular dividend. Section 9 provides that except in the case of a PCC which is authorised by the Financial Services Commissioner as a collective investment scheme, and which is redeeming units or shares in accordance with its scheme particulars, no reduction of cell share capital may be made without an order of the Court. Section 10 provides that a protected cell company must state that it is one i.e. the name of the PCC must include “Protected Cell”, “PCC”, or any cognate expression approved in writing by the Registrar. The memorandum of a PCC shall state that it is such, and each cell shall have its own distinct name or designation.
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Insurance Companies, Collective Investment Schemes and Securitisation. Section 11 states that a company which is a Gibraltar insurer as defined in Section 2 of the Insurance Companies Ordinance, or a collective investment scheme authorised under the Financial Services Ordinance 1989 must obtain the consent of the Financial Services Commissioner before becoming a PCC. In the case of securitisation companies not requiring a licence under the Financial Services Ordinances 1989 or 1998 established principally for the purposes of issuing bonds, notes or other debt securities or instruments, secured or unsecured, in respect of which the repayment of capital and interest is to be funded from the company’s investments, consent must be sought from the Finance Centre Director. Sections 13 to 18 deal with the liability of cellular and non-cellular assets of the company. “The cellular assets attributable to a particular cell shall be primarily used to satisfy a liability, and the non-cellular assets shall be secondarily used, provided that the cellular assets have been exhausted. However, any liability not attributable to a particular cell of a PCC shall be the liability solely of the company’s non-cellular assets.”
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Parts II and III deal with the effects of receivership and administration orders on each individual cell and on the company as a whole. Part IV covers offences under the Ordinance.
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