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A Protected Cell Company in Mauritius

What is a Protected Cell Company?

A Protected Cell Company (PCC) is a single legal entity that acts like multiple separate companies under one umbrella. Think of it as an apartment building: each unit (cell) has its own protected assets and liabilities, but they all share common infrastructure (the core company).

This innovative structure lets you manage multiple investment strategies, client portfolios, or insurance policies within one company—while keeping each one legally and financially separate. If one cell encounters problems, the others remain completely protected.

Why choose Mauritius for your Protected Cell Company?

Mauritius offers a unique combination of benefits that make it one of the world's premier PCC jurisdictions:

  • Tax efficiency: Effective tax rate as low as 3% on foreign-sourced income
  • Strategic location: GMT+4 timezone overlaps with Asia, Middle East, and Europe
  • Regulatory credibility: OECD and FATF compliant, with robust FSC oversight
  • Cost savings: 40-60% lower operational costs vs. running multiple separate entities
  • Speed to market: Setup in 6-8 weeks with streamlined FSC licensing

How can Renesis help you?

We don't just incorporate your PCC - we become your partner in building a resilient, growth-ready structure. Our end-to-end service includes:

Strategic Structuring: We design your core and cell architecture based on your specific investment strategies and investor groups

Regulatory Navigation: From FSC licensing to ongoing compliance, we handle all regulatory requirements and filings

Operational Excellence: Cell governance, investor onboarding, service provider coordination, and transparent reporting—all managed professionally

The result? You can launch new cells quickly, move assets safely between them, and scale your operations without the complexity and cost of managing multiple legal entities.

Book a meeting to learn more

Why have a Protected Cell Company in Mauritius?

streamlined legal regime

A streamlined legal regime with clear statutory protection of cell assets and liability segregation

regulatory environment

A robust regulatory environment through the Financial Services Commission (FSC) enforcing international-standard oversight

Fiscal and treaty advantages

Fiscal and treaty advantages, including a headline corporate tax of 15%, but effective tax rates as low as 3% on foreign‑sourced income, zero capital gains tax, and access to Mauritius’s network of DTAs and IPPAs

Operational efficiency

you can manage distinct portfolios or captive insurance cells under one legal vehicle, reducing administrative overhead and boosting scalability

Asset Protection and Risk Segregation

Each cell’s assets and liabilities are protected from the core and other cells—making PCCs ideal for isolating risk, especially in multi-strategy investment funds, insurance structures, and multi-asset portfolios.

Cost Efficiency

Instead of setting up multiple companies, you manage multiple structures under one legal entity—reducing compliance costs, administration fees, and licensing burdens.

Regulatory Certainty

Mauritius is a reputable international financial centre regulated by the Financial Services Commission (FSC). The PCC framework is backed by the Protected Cell Companies Act 1999, offering predictability and investor confidence.

Access to Global Markets

Mauritius is positioned strategically between Africa, Asia, and Europe, offering access to both emerging markets (e.g., East Africa, India, ASEAN) and mature economies.

Favourable Time Zone

Mauritius is GMT+4, providing overlapping business hours with Asia, the Middle East, Europe, and even parts of Africa - facilitating smooth communication with investors and partners across time zones.

Political and Economic Stability

Mauritius offers a stable, democratic political system and a strong legal framework based on English and French common/civil law traditions—a factor that reassures international investors and regulators.

Reputation and Substance

Mauritius complies with OECD, FATF, and EU tax transparency standards. PCCs can establish economic substance through offices, staff, and active management—enhancing credibility with tax authorities and investors.

Attractive Tax Regime

15% corporate tax (with 80% exemption on specific foreign-sourced income → effective rate of 3%).

No capital gains tax or withholding tax on dividends.

Understanding how Protected Cell Companies Work

How does the cell structure actually work?

Imagine you're managing three different investment funds. Traditionally, you'd need to set up three separate companies—each with its own incorporation, licensing, directors, auditors, and administrative costs.

With a PCC, you create one company with three protected cells. Here's what makes this powerful:

 

🏢 The Core Company

This is the legal entity registered with the FSC. It holds the license, employs directors, and manages shared services like compliance, accounting systems, and regulatory filings.

 

🔒 Protected Cells

Each cell operates like an independent fund with its own:

  • Separate bank account and investment portfolio
  • Distinct investors or shareholders
  • Individual performance tracking
  • Isolated legal liabilities

Critical protection: If Cell A has a liability, creditors cannot touch assets in Cell B or Cell C. The segregation is legally binding under the Protected Cell Companies Act 1999.

 

⚖️ The Legal Firewall

Mauritius law creates statutory "ring-fencing" between cells. This means:

  • Cell A's debts ≠ Cell B's responsibility
  • Cell A's performance ≠ Cell B's returns
  • Cell A's investors ≠ Cell B's investor base

Here is a practical example?

Scenario: Multi-Strategy Hedge Fund

The Challenge: You manage $100 million across three strategies:

  • Long-only equity (low risk, pension fund investors)
  • Market-neutral (medium risk, institutional clients)
  • Emerging markets (higher risk, accredited investors)

Traditional Approach:

  • ✗ Set up 3 separate companies
  • ✗ Obtain 3 FSC licenses ($45,000+ in licensing fees alone)
  • ✗ Appoint 3 sets of directors and compliance officers
  • ✗ Conduct 3 separate audits annually
  • ✗ Manage 3 independent compliance programs
  • ✗ Total estimated annual cost: $180,000+

PCC Approach:

  • ✓ One PCC with 3 protected cells
  • ✓ One FSC license covering all cells
  • ✓ One board of directors overseeing governance
  • ✓ One audit (with cell-level reporting)
  • ✓ Unified compliance framework with cell-specific policies
  • ✓ Total estimated annual cost: $75,000

Annual Savings: $105,000 (58% reduction)

What Happens if the Emerging Markets Cell Underperforms?
Let's say Cell C (emerging markets) loses 20% due to currency volatility. Cell A and Cell B investors are completely unaffected—their NAVs reflect only their respective strategies. If Cell C even faced legal claims from investors, those claims would only attach to Cell C's assets, not the other cells or the core company.

What's the difference between a PCC and just having sub-funds?

Great question—this is a common point of confusion. Here's the key distinction:

FeatureSub-Funds (Traditional Structure)Protected Cell Company
Legal Protection❌ Weak—creditors can often pierce between sub-funds✅ Statutory segregation under law
Liability Isolation⚠️ Depends on contractual terms (not always enforceable)✅ Legally guaranteed—each cell is a separate estate
Tax TreatmentUsually treated as one tax entity✅ Can elect cell-level tax reporting (separate tax identities)
Insolvency Protection❌ If parent fund goes insolvent, all sub-funds affected✅ Individual cells can be wound up independently
FlexibilityLimited—all sub-funds share same investment mandate✅ Each cell can have completely different activities

Bottom line: Sub-funds offer administrative separation. PCCs offer legal separation with the same efficiency benefits. If asset protection and liability isolation are critical (especially for insurance, high-risk strategies, or multi-client vehicles), a PCC is the superior choice.

hello world!

What activities can a Protected Cell Company undertake?

Asset holding

Asset holding and management across separate cells

transactions

Structured finance transactions, such as issuing notes or securitisation

investment schemes

Collective investment schemes (specialised and open‑ or closed‑ended funds)

Insurance

Insurance or captive insurance business

pension

External pension schemes

Real estate

Real estate development, subject to licence conditions

Taxation of a Protected Cell Company

  • The PCC is tax resident in Mauritius, taxed at 15% on general income.

  • For foreign‑sourced dividends, interest, and similar income, there’s an 80% exemption, resulting in an effective tax rate of ~3%.

  • No capital gains tax or Mauritian withholding tax on distributions.

  • If a PCC elects to file separate financial statements for each cell, each cell is treated as a separate taxable entity—liabilities are ring‑fenced, and tax due by one cell cannot be drawn from another cell’s assets or the core’s assets unrelated to that cell


Is Mauritius considered a tax haven?

No. This is a critical distinction. Mauritius is not a zero-tax jurisdiction or a "tax haven" in the traditional sense. Instead, it's a well-regulated, transparent jurisdiction with competitive tax rates.

International Recognition & Compliance:

  • ✅ OECD Compliant: Mauritius adheres to OECD transparency and BEPS (Base Erosion and Profit Shifting) standards
  • ✅ FATF White List: Not listed as a high-risk jurisdiction for money laundering or terrorist financing
  • ✅ EU Approved: Removed from the EU's list of non-cooperative tax jurisdictions
  • ✅ Substance Requirements: Must maintain economic substance (office, staff, decision-making) in Mauritius
  • ✅ CRS/FATCA Compliant: Automatic exchange of tax information with 100+ countries

What this means for you: Your PCC benefits from competitive tax rates while meeting international compliance standards—giving you credibility with investors, regulators, and tax authorities worldwide.

When should you NOT use a PCC?

Transparency builds trust. Here are scenarios where a PCC might not be the best fit:

❌ Single-Strategy Funds

If you're only running one investment strategy with one investor pool, a traditional Global Business Company (GBC) or fund structure is simpler and sufficient.

 

❌ Very Small Asset Base

PCCs have minimum operational costs (audit, compliance, administration). If your total AUM is below a certain amount, the cost savings vs. multiple entities may not justify the PCC structure.

 

❌ When You Need Complete Legal Separation

While cells are statutorily segregated, they're still part of one legal entity. If you need absolute corporate separation for strategic reasons (e.g., potential sale of one business line), separate companies might be better.

 

❌ Retail Investor Funds

Mauritius PCCs are typically structured for professional/institutional investors. If you're targeting retail investors in specific markets, check if those jurisdictions recognize PCC structures.

 

Not sure if a PCC fits your needs? Our initial consultation includes a suitability assessment—we'll recommend the structure that genuinely works best for your situation, even if it's not a PCC.

Key Features of a Protected Cell Company in Mauritius

Single legal entity
A Protected Cell Company (PCC) is a single legal entity that acts like multiple separate companies under one umbrella. Think of it as an apartment building: each unit (cell) has its own protected assets and liabilities, but they all share common infrastructure (the core company).
Segregation of Assets and Liabilities
Assets and liabilities of each cell are legally protected from the core and other cells, preventing cross-cell contagion in the event of insolvency.
Unlimited Number of Cells
A PCC can create as many cells as needed, each serving different investors, asset portfolios, or risk profiles.
Not a Separate Legal Personality for Cells
While the PCC is a single legal entity, each cell is not a separate legal person but is treated independently in terms of assets and liabilities.
Separate Accounting Records
Each cell must maintain separate financial records, which can optionally be consolidated or reported individually.
Cell-Specific Tax Treatment (Optional)
The FSC allows tax reporting on a per-cell basis if separate accounting is maintained, enabling tax planning advantages.
Distinct Naming Convention
Each cell must be clearly designated (e.g., XYZ PCC – Cell A) to reflect segregation and avoid confusion.
Flexible Use Across Industries
PCCs are used in insurance, investment funds, asset holding, structured finance, and multi-client corporate structures.
No Minimum Capital Requirement (unless sector-specific)
There is no statutory capital requirement unless specified by sectoral licensing rules (e.g., captive insurance).
Conversion from Existing Companies
Existing domestic or foreign companies can convert into a PCC under FSC approval.
Incorporation or Continuation
A PCC can be incorporated as new, or a foreign protected cell structure can be continued in Mauritius.
Cell Creation Requires FSC Approval
While forming a new cell is relatively simple, each one must be registered and approved by the Financial Services Commission.
Limited Recourse Clauses
Contracts with third parties must state that creditors only have recourse to a specific cell’s assets or the core (if relevant).
Cell-Specific Winding Up
A single cell may be liquidated or dissolved independently of the PCC and other cells.
Use of Cellular and Non-Cellular Shares
The PCC may issue core shares (linked to the non-cellular part) and cellular shares (linked to specific cells) with varying rights.
Governance and Administration Flexibility
Cells can have dedicated service providers, directors, or investment policies, while still under one PCC board and FSC licence.
Ideal for Third-Party Use
A PCC can offer cells to third parties, e.g., asset managers, fund promoters, or insurance clients, under a shared umbrella.
Strong Regulatory Oversight
The FSC ensures compliance with PCC legislation, annual returns, audit requirements, and cell registration protocols.

FAQs on a Protected Cell Company in Mauritius

Can I transfer a cell to another party?

No—a cell is not a separate legal person and cannot be sold independently. However, cellular assets can be transferred by agreement
 

Are directors personally liable?

Directors must disclose the PCC status and identify the cell when transacting. Failure can lead to personal liability, with recourse only against non‑cellular assets unless bad faith or negligence is shown
 

What happens in winding up or administration?

There’s provision for cell‑specific liquidation or receivership, ensuring creditors can only access a cell’s assets and non‑cellular assets if a shortfall exists; other cells remain unaffected
 

Does a PCC need to prepare separate accounts?

It can choose consolidated or cell‑by‑cell financial statements under international standards. Electing cell‑level reporting enables separate tax identity for each cell
 

Can a PCC be used for cryptocurrency funds?

Yes, PCCs can hold and manage cryptocurrency assets within segregated cells, subject to FSC approval and AML/CFT compliance.

 

What happens if one cell becomes insolvent?

Other cells and the core remain protected. Only creditors with claims against that specific cell can access its assets.

 

Do I need a physical office in Mauritius?

Yes, to meet substance requirements. Renesis provides office space, local directors, and administrative staff as part of our service.

 

Can I convert my existing fund into a PCC?

Yes, existing domestic or foreign companies can convert into a PCC with FSC approval. The process takes approximately 6-8 weeks.</div

 

What's the minimum capital requirement?

No statutory minimum capital for PCCs unless you're in a regulated sector (e.g., insurance requires specific capital adequacy ratios).

How can Renesis help with a Protected Cell Company in Mauritius?

Expert Guidance from Licensed Professionals

Our team of FSC-licensed specialists has successfully structured over 20 Protected Cell Companies since 2013, segregated assets across [X] jurisdictions.

Renesis Financial Services Ltd (Renesis), Management Company Licence No. MC12000147, regulated by the Financial Services Commission, Mauritius, and is a member of Mauritius Chamber of Commerce.

Renesis offers tailored support at every stage:

  • Entity setup: Advising on whether to incorporate, continue, or convert; drafting constitutional docs; managing filings with the Registrar and FSC

  • Licence applications: Preparing comprehensive business plans for overall PCC and each cell, compliance documentation, and liaison with authorities

  • Governance & structuring: Helping draft cell agreements, capital structure (cell vs. core shares), recourse terms, and board policies

  • Regulatory compliance: Ensuring timely filings, audit certificates (e.g. solvency margin), liquidity ratios, and annual tax reporting

  • Operational support: Facilitating cell formation, investor onboarding, asset transfers between cells, and management contracts with service providers

  • Tax modelling: Structuring cells to benefit from effective 3% tax regime, advising on DTA/IPPA implications and ensuring ring‑fenced taxation

How Renesis sets up a Protected Cell Company in Mauritius

Step 1: Initial Consultation & Needs Assessment

Renesis evaluates your business structure, investment strategy, and jurisdiction requirements (Timeline: Week 1)

Step 2: Entity Structuring

We design your PCC architecture—determining the number of cells, governance structure, and recourse provisions (Timeline: Week 1-2)

Step 3: Documentation Preparation

Our team prepares:
  • Constitutional documents (Articles of Association)
  • Cell agreements
  • Compliance manuals
  • Business plan for FSC submission (Timeline: Week 2-3)

Step 4: FSC License Application

Renesis submits your comprehensive application package to the Financial Services Commission (Timeline: Week 3-4)

Step 5: FSC Review & Approval

The FSC reviews your application. We handle all correspondence and clarifications (Timeline: Week 4-6)

Step 6: Corporate Registration

Once FSC-approved, we register your PCC with the Registrar of Companies (Timeline: Week 6-7)

Step 7: Operational Setup

We establish:
  • Banking relationships
  • Cell-level accounting systems
  • Compliance monitoring frameworks (Timeline: Week 7-8)
  Total Timeline: 6-8 weeks on average 

Please note: Timelines are indicative and may vary depending on the responsiveness and processing times of third parties (including regulators, banks, and other service providers).
Yoshni Toolsee Lucknauth
About the author

Yoshni Toolsee Lucknauth - Head of Business Development and Sales

Yoshni Toolsee Lucknauth is Head of Business Development and Sales at Renesis Financial Services, with over 15 years of leadership experience in international banking and portfolio management. She holds an MBA in Financial Management and brings a strong background in client acquisition, regulatory adherence (AML/KYC), and operational efficiency; she drives strategic growth and compliance oversight. Her experience managing global portfolios and fostering cross-border partnerships adds considerable authority and trust to Renesis's team of financial professionals.

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