Do you know what International Segregated Portfolio Company (SPC) means? Let us talk a little about it...
It is possible to have a segregated portfolio company (sometimes called a portfolio company or protected cell) with a single board of directors, a single legal personality, but with assets and liabilities segregated into separate portfolios. Although these cells do not have a separate legal personality, each one can have different shareholders, and the assets and liabilities of that portfolio are restricted to it.
A segregated portfolio company is different from a multiclass company.
A company divided into classes will normally assign different rights to shareholders of a certain class, although all classes participate in the equity and results of the company.
With regard to the SPC, due to its complex legal nature, most countries reserve the use of this type of entity for regulated activities, such as investment funds or insurance companies. This makes it possible to meet all regulatory, statutory, anti-money laundering requirements and commercial aspects such as obtaining and maintaining a license, having a single board of directors and complying with regulatory and compliance obligations.
Some of the countries that require a specific license to register a company with protected cells are: British Virgin Islands, Bahamas, Guernsey, Anguilla and Malta.
Although the Cayman Islands have tightened the definition of collective investment vehicles that are exempt from licensing, it is still possible to form a protected cell company there.
An example:
A family wants to invest in risky businesses where it is possible that certain liabilities could affect the business. By segregating the riskiest businesses into specific cells within a segregated portfolio company, the family can prevent the liabilities of the riskiest businesses from affecting the assets of other investments.
Therefore, the main objective of the segregated portfolio company is to ensure that creditors do not confiscate assets from other cells and that shareholders' rights are limited to the assets of the cell to which they belong, allowing for more security and flexibility in structuring international investments.
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