A Protected Cell Company in Mauritius

A Protected Cell Company (PCC) in Mauritius is a single legal entity comprised of a central core and multiple “cells”, each of which maintains separate assets and liabilities. Under the Protected Cell Companies Act 1999, a PCC may be incorporated, continued (from a foreign company), or converted into this form under the Companies Act 2001 and Financial Services Act 2007.

Each cell does not form a separate legal entity; the segregation is statutory—commonly referred to as “ring‑fencing”—so creditors of one cell cannot access assets held in another cell.

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.

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

Key Features of a Protected Cell Company in Mauritius

Single legal entity

A PCC is a single company that comprises a core and multiple protected cells, each of which has segregated assets and liabilities.

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 of 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

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

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