![]() ![]() It is possible for the ICC to own shares in one of its incorporated cells, but an incorporated cell is prohibited by the Companies Law from owning shares in the ICC. The ICC cannot bind any of its incorporated cells. ![]() The fact that each incorporated cell is a separately registered legal entity provides greater flexibility in relation to the ability to convert, migrate and amalgamate incorporated cells and may be regarded as strengthening the segregation of each incorporated cell’s assets and liabilities.Ĭontracts are made with an ICC itself or with the relevant incorporated cell. Unlike protected cells in a PCC, each incorporated cell of an ICC is a separately registered legal entity with its own memorandum and articles of incorporation, its own company registration number and its own board of directors. Like a PCC, an ICC may establish any number of incorporated cells. The ICC is based on the same principles as the PCC: segregation of assets and limited recourse of creditors to specified pools of assets rather than to all of the assets of the company. Like the PCC, a Guernsey incorporated cell company (“ICC”) is a Guernsey company. The PCC contracts in respect of a particular cell, meaning that recourse against the PCC in respect of that contract is limited to the assets of the cell in respect of which the contract was entered into. A PCC is able to limit its liability in respect of a particular contract to a specified pool of assets rather than exposing all of the assets of the PCC to liability in respect of every contract, as would be the case with a non-cellular company. The key issue which differentiates a PCC from a traditional (non-cellular) Guernsey company is the segregation (compartmentalisation) of its assets. No regulatory or filing processes are required to create a cell of a PCC: cells can be created simply by a resolution of the board of directors of the PCC (although if the PCC is regulated other considerations may apply). ![]() A PCC is comprised of a “core” and any number of “cells”.Īssets which are not comprised in a cell are deemed to be comprised in the core. Now widely replicated internationally, the PCC continues to be a hugely successful concept.Ī Guernsey PCC is a single legal entity: one company with one board of directors, one memorandum and articles of incorporation and one company registration number. The protected cell company (“PCC”) was introduced over 20 years ago, when Guernsey passed the first such legislation of its kind anywhere in the world. A board of directors controls the company however, the investment management function will often be delegated to a management company.Ĭompanies may make distributions to shareholders provided that they are solvent and comply with any other provision of its constitutional documents. They are therefore capable of suing, and being sued, in their own names. CompaniesĬompanies are incorporated under the provisions of the Companies (Guernsey) Law, 2008 (the “Companies Law”).Īll companies formed under the Companies Law have a separate legal personality. Guernsey funds are invariably structured as companies, unit trusts or limited partnerships. If the investment adviser comprises more than one person, consider documenting the arrangements between the applicable parties, such as how to split management responsibilities and compensation between those persons and/or any employees.10 February 2023 Types of Fund Vehicles used in Guernsey Documentation often includes an investment management agreement governing the responsibilities of the investment adviser. For example, exempt reporting advisers are exempt from registering with the SEC but are still subject to certain reporting requirements.ĭocumentation. An investment adviser is required to register with either the SEC or its applicable state securities regulator as a registered investment adviser unless it is exempt or prohibited from applicable registration requirements. One or more of the management entities will be an investment adviser. The investment adviser and any other “management” entities are each separate legal entities that will need to be formed and will have their own underlying partners or members. The fund may have a separate investment adviser that provides investment advice. A private fund is more than just the fund itself. ![]()
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