Malta is the only EU Member State which has a well-established legal regime regulating Protected Cell Companies (PCCs) in place. The Companies Act (Cell Companies Carrying on Business of Insurance) Regulations, introduced in 2004, enable insurers to carry on the business of insurance including the business of insurance manager, the business of insurance broking under the Insurance Intermediaries Act, reinsurance and the business of affiliated insurance (captive insurance) through the Protected Cell Company (PCC) structure as an alternative to the traditional set up of insurers, reinsurers or captives.
The PCC is a legal structure which allows for the creation of protected cells within itself for the purposes of segregating and protecting the cellular assets of the company. Each cell has its own separate portion of share capital and the income, assets and liabilities of each cell are kept separate from all other cell and the non-cellular assets of the PCC. Each cell is ring-fenced thus offering superior protection as the creditors may only have recourse to the cellular assets attributable to the cell or cells they have transacted with. Investor returns are also not affected by the negative yields of other cells as each cell pays ‘cellular dividends’ on each cell’s class of shares with reference only to the cellular assets and liabilities attributable to that cell.
The PCC together with any protected cells which have been created constitute a single legal person. Each and every protected cell which is created has its own distinct name or designation however, it does not constitute a legal person which is separate from the Protected Cell Company.
The PCC offers an attractive means of entry into the captive insurance market as it allows for cheaper premiums when compared to traditional outsourced insurance and is usually more cost effective than owning an independent insurer within the group.
Chetcuti Cauchi offers legal advisory services relative to the set up of PCCs and provides assistance throughout the whole process leading to the formation of or conversion into PCCs.
