At Coddan, we can offer detailed information and guidance by experienced consultants about starting up your own business in Republic of Seychelles, registering a protected cell company, handling business forms, business advice and starting up your own offshore company. If you desire a Seychelles protected cell company formation agent or if you have a business idea and you're thinking about starting up an offshore company in Seychelles, then our simple online service will guide you through the process. In addition to the vast catalogue of information regarding choosing and registering the right legal structure for your proposed business, Coddan also offers insight into employment law as well as general business legal advice. Maybe you have an idea about starting up your own business in Republic of Seychelles? If so, our seasoned team of experts can guide you and ensure the best possible path to success, starting with registering the company all the way through to building up a lucrative business structure. At Coddan, it is our duty to evaluate the best possible options for our clients to ensure positive results, whether you are considering forming your business in offshore countries, the EU, or in the UK. Register your company today and reap the benefits of a fully supportive and ambitious team of consultants who are willing to put in the extra work in order to see you and your offshore business succeed.
Coddan has numerous years of experience in assisting clients with the registering and formation of their business in Republic of Seychelles and also around the world, offering a quick and painless path to getting your business up and running. Our valuable experience, which we've accumulated over several years of incorporating companies and assisting clients, has ensured that Coddan remain experts in providing an efficient, professional and prompt service.
With a team of dedicated consultants that are always eager to help, Coddan can assist you with any business queries you may have regarding establishing and maintaining limited liability companies and partnerships, or creating complex corporate legal structures. Our website is bursting with valuable advice and information, downloadable content that may be off assistance when researching what to take into consideration when deciding among public companies, private limited liability companies, LLP's, sole traders, limited partnerships, and much more.
We provide numerous packages and options to cater to your individual business needs. Each package offers the complete formation of a protected cell company in a number of hours, so you can usually begin trading on the same day. These packages are a cost effective way to starting up and maintaining a successful business, with no precarious stipulations or hidden charges. In addition, Coddan are completely flexible and can adjust to your business requirements, offering custom packages that would best suit your business needs. Should you choose us to be your corporate service provider you can expect the full support of our dedicated and knowledgeable team.
Coddan offers its customers an array of options for incorporating their company, business solutions, corporate, legal and tax advice. Since 1993, Coddan has established a sterling international reputation for providing the best possible services and advice for our clients.
We provide a service much like numerous other agents but with one main difference to most corporate services - we are not a home-based family business that relies solely on its online presence. Rather, we are in the heart of the capital city, with our main office building located in 120 Baker St., 3rd floor, London, W1; just few minutes' walk from Marylebone Road, with the nearest tube station being the infamous Baker Street.
Another main difference between Coddan and other corporate service providers is that we don't work on an hourly basis. We work on the basis that you pay for the quality advice you receive rather than the time. We keenly encourage alternative fixed-fee arrangements, or an applicable percentage.
At Coddan, our highly trained advisors are all experts in providing professional help and guidance in all areas of company formation and corporate management for businesses and individuals throughout the UK and around the world. Regardless of the type of business, Coddan has established a reputation for our dedication toward ensuring customer satisfaction, going the extra length to accommodate the client’s individual business needs.
When you start up your business with Coddan, you can expect to avoid the expensive fees of solicitors and the complicated technical jargon. Instead, you will find us very approachable, providing a straight-talking and stress-free route to a professionally registered company. Whether you choose our ready-made packages or decide to build up a custom one, our widespread, affordable services enclose everything you need from registration forms to provision of all the necessary corporate documentation, obtaining notary, or apostille authorisation.
If you would like to arrange a personal face-to-face consultation or need expert advice with your business start-up, call us on +44 (0) 207.935.5171, or 033 0808-0089 to discuss your requirements and make an appointment with one of our consultants. Initially, we conduct a short meeting in order for our advisors to gather all the information they require from the client.
If you have any legal queries about any aspect of your offshore company incorporation application, you should speak to one of our consultants. We are very happy to provide a practical support. Our team of professional business advisers and consultants can guide you and assist with any questions you may have in order to strengthen your business. We offer qualified advice and guidance in any of the following areas:
If you want to register your company in Seychelles but you are not a Seychelles resident or citizen, this will not be a problem if you appoint Coddan as your incorporation agent. A party to a contract who is not domiciled in Seychelles usually appoints an agent for service of process. However, Coddan as your company incorporation agent will act as the agent for the acceptance of service of incorporation process in Seychelles.
Once you have started up your offshore company, we are still here to offer you support and help your business flourish. Our advisors are always ready to offer advice and support to talk you through what can be the daunting process of managing a business. Our full-time professional teams of expert consultants are here to share their knowledge and set your company on the right path, should you need guidance (by appointment only). However, if you do not need any help with your business, you may simply place an order online and let our automatic e-mail confirmation, status updates, and e-mail notifications of filing status changes keep you informed.
Our main areas of our practice:
Coddan provide accurate, confidential, personalised and reliable services at highly competitive prices. At Coddan, our customers are the most important aspect of our foundations, therefore we do our very best to offer them exceptional services at the most cost efficient prices, enabling a stress-free road to incorporating their business. At Coddan, offshore companies are usually incorporated within a few days.
We can help our clients open up a corporate account with one of the major Seychelles banks. Our wealth of knowledge and expertise combined with our experience with thousands of registered international business companies, private limited companies, foundations, and LLPs throughout UK and worldwide jurisdictions, is proof that new business owners want the fastest and easiest route to get their new business started.
While you handle the overall growth and success of your offshore business, our advisement team will be on standby. We provide our clients with the security of friendly, experienced staff members that are eager to help you with extremely useful information.
We specialise in international business companies, protected cell companies, special license companies, private and public company formation, incorporation of business structures and their management in Seychelles as well as numerous other offshore countries. Furthermore, our consultants are competent to advice how to select the best type of business for offshore incorporation, and register your general trading, subsidiary or holding company. We can also register right to manage, flat property management, intellectual property management, ship management, or charitable companies. We employ only the finest lawyers, who are fully established and renowned for their competence and exceptional ability within their fields to assist with our clients' needs, in order to offer security within your business.
There are no hidden charges and all fees are available to our customers upfront. With the addition of online filing, the ordering and incorporating process becomes quick, easy and convenient. Our vast range of services qualifies us to handle almost all aspects of business management related work. Feel free to call us and speak with an advisor, who will be able to answer any questions you have about starting up a new business. We will be pleased to discuss your plans, requirements and suggestions, and to help you understand how the incorporation process works. Only qualified professionals handle your calls. We are continually enhancing our services to better assist our clients and meet their needs.
Initial contact and dialogue may be by e-mail. At some point in the dialog, it may be decided that telephone or office consultation will be beneficial. To apply for a consultation, please complete an online questionnaire below, we will then arrange a private consultation with one of our consultants. An initial consultation with a private consultant costs between £45.00 and £100.00, please note that our senior advisors charge £150.00 per hour. If an applicant subsequently joins the tailor-made premier service, the cost of the consultation is included in the price of the package. If you prefer not to complete our online questionnaire, you can submit your inquiry by e-mail to firstname.lastname@example.org, with the subject: "Online Enquiry" or by post: Attn: Coddan Ltd, Corporate Division, 120 Baker Street, London, W1U 6TU, or by fax: + 44 (0) 207.504.3531. Upon receiving the information, you will be contacted by one of the business consultant to discuss your situation.
Coddan offers numerous packages with varying specifications to suit each and every customer. Ranging from the Economy formation package, which is perfect for those who simply want a fast business formation and are confident enough to do the rest on their own, to the Deluxe business start up package, which includes a host of additional features designed to organise all the administrative formalities and leave you free to concentrate on your core business.
Coddan offers three packages which are designed to meet the varying needs of our clients. All of our packages include a local registered agent, a local registered office address in the Seychelles, both of which are statutory requirements. Our incorporation packages are also including the provision of a local secretary. Our Economy package is perfect for those wishing to form a company with their own directors and shareholders.
If you do not have the requisite minimum officers, or if you prefer to maintain a level of anonymity for legitimate business reasons, our Premier and Deluxe packages are the perfect solution. With our Premier package, Coddan will act as a nominee director for your company allowing the beneficial director's name to be left off the public record. In addition to a nominee director, our Deluxe package includes a nominee shareholder for your company, which means that both the beneficial director's, and the beneficial shareholder's details will not appear on the public record.
The Economy protected cell company package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint their own members. It includes:
All of the documents included in this package are sent directly to you by courier. This option allows you to immediately appoint your own directors, shareholders, and resident secretary. Upon registration these appointees will be recorded as the original company officers. A myriad of equity or debt financing options are available to companies that are registered in a person's name where that person is responsible for the operations of the company.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in the Seychelles. Different types of company require different combinations of officers; a protected cell company in the Seychelles must have at least two directors, two shareholders, and a resident secretary.
The Premier protected cell company package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint a nominee director in order to maintain anonymity. It includes:
All of the documents included in this package are sent directly to you by courier. By using the nominee director that is included in this package, you can protect your privacy by not having your name listed as a company director. You will retain full control and ownership of the company by virtue of a special agreement between Coddan and yourself.
This package also includes the first year's fees for a local registered office address and a local registered agent, both of which are statutory requirements in the Seychelles. The Premier package can be upgraded with the addition of many complementary services, including: commercial and investment banking introductions, management services, administrative services, domain name registration, additional sets of corporate documents, nominee shareholder services, bookkeeping and accounting services, notarisation & apostille stamp legislation services.
Companies House is the government organisation that oversees all company formation within the UK, and submitting the correct paperwork can mean that they approve a formation within just a few hours - this is the sort of success that has become our speciality. When you submit all of the relevant information and paperwork to Coddan Ltd, we transfer this onto the extensive application forms that can be daunting to foreign nationals, and this is how we remove the hassle from a UK-based company formation.
As far as Companies House is concerned, they need to be able to establish the identity of the company director or directors, and this is why we make sure to gather the relevant paperwork. Nominee directorships are also a possibility, and we approach this by presenting the authority with the same level of thorough documentation.
Successful company formation will also depend upon the establishment of an appropriate bank account, and our extensive experience allows us to provide banking institutions with everything that they need to comply with money laundering regulations. We have developed an incredibly efficient electronic process that keeps you informed at every step of the way - even if you are based on the other side of the world.
To see how Coddan Ltd can take care of every legal procedure that is in place when forming a UK-based company from overseas, please contact us on (44) 207 935 5171 or email@example.com - there is also more information online at our website.
The Deluxe protected cell company package is a fast and easy offshore option. It is ideal for small to medium businesses who wish to appoint a nominee director and a nominee shareholder in order to maintain anonymity. It includes:
All of the documents included in this package are sent directly to you by courier. By using the nominee directors, and nominee shareholders services that are included in this package, you can protect your privacy by not having your name listed as either a company director or company shareholder. You will retain full control and ownership of the company and its shares by virtue of a special agreement between Coddan and yourself.
With our simple online formation system, starting your own business in Seychelles could not be easier. We can also take orders via fax, and over the phone, though we prefer to have it in writing, as we will not be liable for any errors that occur on your behalf. However, using the traditional paper forms, you may enjoy the following benefits:
If you prefer paper filing as opposed to online and you would like to discuss how Coddan might help you further, please call any of our office numbers or complete our enquiry form. Should you have any trouble completing our online application form, use a different browser or operational system on your PC.Starting a New Business: Online Protected Cell Company Formation
There is a broad selection of formation agents that small businesses can choose from to help them start their business, but at Coddan, we aim to provide you with a professional and cost effective service that gives you the opportunity to take full advantage of our extremely helpful resources.
For businesses of all types, Coddan offers a fully comprehensive and customiseable service with no hidden fees, starting from as little as £510.00 for an international business company registration, we are charging £2,400 for the protected cell company incorporation. Coddan is so confident of its proven ability and value for money that we challenge you to find a cheaper business registration and management service provider anywhere on the internet.Client Rules
Following the introduction of the 2007 Anti Money Laundering Regulations (MLR) it is now a legal requirement that all organisations offering company formation and trustee administration services to be registered with HM Customs & Excise and to have an MLR registration number. Coddan is registered with HM Customs & Excise and received the MLR registration number: 12298927. This means that Coddan has passed the fit and proper test and has the confirmation that we have been effectively registered for MLR.
It is important to remember that when applying for a registered office address and/or nominee services for your Scottish company or offshore companies incorporation service, Coddan requires the following due diligence records from each company director/shareholder/beneficiary:
If you are unable to comply with Coddan's due diligence requirements, Coddan will be unable to take you on as a client and won't provide any of our services to you.
*Any company formation service in Sechelles operating without a MLR number is breaking the law. Some companies that have not heard about the 2007 Anti Money Laundering Regulations still haven't registered with HM Customs and Excise, and we would like to advise you to ask your provider for details of the MLR number prior to place an order.
Seychelles Company Registration Annual Service Renewal
We alert companies when it is time for annual renewal approximately one month before the next anniversary of your company. In the notice, we will enquire whether you would in fact like to renew your services with Coddan. Upon payment, we will then renew your company. If needed, we may obtain a certificate of good standing or an incumbency certificate on your behalf.
If you wish for Coddan to continue to service your company you will be invoiced for preparation and filling of an annual return or annual accounts, and nominee services. The invoice must be paid in full before the anniversary of your company registration. If you do no longer require Coddan’s services, you must notify us immediately and lodge the official changes of your company details with Companies Registrar before the anniversary of the incorporation of your company.
In the event that you do not reply to our renewal notice or pay the required fees before the anniversary of the formation of your company, Coddan will immediately withdraw its services and inform Companies House that we have done so. Please note that non-renewal can have serious affects and consequences for your company, and therefore those companies may be fined, dissolved, or placed into administrative liquidation and have their bank accounts frozen as well as assets confiscated.
While a company is registered, the beneficial owners, directors and members of that company will be liable for all fines and penalties imposed for the non-compliance of the statutory requirements. This includes not having the minimum required number of officers, not filing annual returns and reports, not having a valid registered office address. As a result, a company will not be permitted to be dissolved if there are any unpaid fines or penalties. Companies Registrar will direct solicitors to bring a suit against the beneficial owners and directors of any company that does not pay the penalties or fines imposed by Companies Register. If the suit goes to court, company property and assets may be confiscated as part of a judgment against the company. The Secretary of State will have to decide whether it is in the public interest to seek a disqualification order against a director. Examples of the most commonly reported conduct are:
Should you wish to no longer maintain your company you must file for dissolution at Companies Registrar. If Company's Register dissolves your company and there are still assets tied into it, then it is your obligation to act as quickly as possible to have your company restored on the register. Thereafter, members and directors of that company must refrain from using any of the company's assets, which includes things like the company bank account.
Should you go to register your new company with other less knowledgeable advisors, they may encourage you to register company with the same name as the registered address to avoid the restoration process. This would be careless of that advisor, as the formation of a new Seychelles company using the same name as a struck-off or dissolved company would not be an alternative or restoration of a company according to the Company's registrar register; instead, it will be a completely different company and the assets of the previously dissolved company would be unobtainable to you unless you follow the correct guidelines of restoration with the register at Company's Register.
Seychelles Post-Incorporation Services
There are various tasks and responsibilities involved in managing a limited company, such as annual returns, filing reports and accounts to name but a few. These standard obligations can offer serve as a distraction to the actual business objectives, and could affect your profit income. With Coddan, we can help alleviate the stress of such menial tasks by professionally handling these important administrative tasks on your behalf. After incorporation of a protected cell company, we can help with the following:
About the Seychelles Protected Cell Company
When we talk about protected cells, we are not making some sort of botanical study. A protected cell is not to do with genetic engineering; it is a piece of man-made engineering, to provide a juridical solution to identified business problems. The protected cell company is in appearance a simple concept. Its simplicity hides an innovation and also the potential of this innovating concept. There is a single parent company - a protected cell company, within which there are sub-divisions, which are called "cells".
Each cell is allocated in some fashion or other its own assets (the cellular assets); the PCC itself has its own assets, and these are non-cellular. Each cell is an independent entity capable of operating independently from all other cells, or operating together with the other cells and independently of the parent. There is segregation of the assets contained within the cell, and it follows from this that there is a separation of the liabilities arising from those assets within that cell. The purpose of this is that the failure of a cell or the failure of the company does not affect the onward viability of a good cell.
There is segregation of assets and liabilities to each cell - simple ring fencing. But the vital legal point is that the cells are not legal entities. The only legal entity is the company, and that does all the operations with the outside world. The more one thinks about it, the more it appears as a sort of juridical combination of a company and a quasi-trust.
In simple terms, a PCC is a company which - in addition to its main, "core" level - contains a number of segregated parts, or "cells". Each cell is legally independent and separate from the others, as well as from the "core" of the company. The undertakings of one cell have no bearing on the other cells. Each cell is identified by a unique name, and the assets, liabilities and activities of each cell are ring-fenced from the others. If one cell becomes insolvent, creditors only have recourse to the assets of that particular cell and not to any other.
Protected cell companies are a welcome arrival for businesses who would have previously chosen a rent-a-captive scheme over the (more costly) formation of an in-house captive insurance company for the purpose of self-insurance. In traditional rent-a-captive schemes, unrelated businesses "rent" the same captive to insure their risks; consequently, there is no guarantee that funds provided by one participant will not be used to cover unjustified claims of another. In contrast, the structure of a protected cell company provides the necessary protection for each participant's assets.
Despite being a relative newcomer to the corporate world, the flexibility of PCC companies have caused their uses to diversify in recent years. Protected cell companies are used to securitize insurance risk against catastrophic losses, for example; their very structure also makes them an ideal entity for the cost-effective operation of umbrella mutual funds.
Aside from the above, the astute offshore practitioner can employ an offshore protected cell company as an effective asset protector and privacy enhancer. With an offshore insurance corporation, it is market practice that provides tangible benefits; with the protected cell company, it is the structure of the entity itself - think of a house with a locked front door, and rooms inside, each with a separate lock and key.
Protected cell companies have - in concert with other entities - been used to construct what has been called "an impenetrable wall" against creditors and prying eyes. Whilst these claims can only be tested by time, this novel use of a PCC for asset protection and financial privacy is an interesting approach and a valuable piece of intellectual property.
Protected cell companies (PCC) are formed under the Protected Cell Companies Act, 2003 (the Act). A PCC is a Seychelles domestic company that has the right to create one or more identifiable cells so as to segregate and protect cellular assets as permitted under the Act. While each cell created by a PCC is separately identifiable and may have its own cellular assets, no cell will constitute a legal entity separate from the company (i.e. only the PCC is a separate legal entity).
The directors of a PCC have a duty to keep cellular assets separate from non-cellular assets, and to keep the assets attributable to each cell separate from the assets attributable to other cells. Liabilities attributable to a particular cell of a PCC cannot attach the assets of other cells. As in other jurisdictions, the PCC has particular use and appeal for captive insurance and collective investment scheme applications. It is likely that approval will be limited to these areas and for non-domestic business only.
Cell Shares And Cell Share Capital
A protected cell company may, in respect of any of its cells, create and issue shares ("cell shares") the proceeds of the issue of which ("cell share capital") shall be comprised in the cellular assets attributable to the cell in respect of which the cell shares were issued. The proceeds of the issue of shares other than cell shares created and issued by a protected cell company shall be comprised in the company's non-cellular assets. A protected cell company may pay a dividend (a "cellular dividend") in respect of cell shares.
The Name And The Memorandum Of Protected Cell Company
The name of a protected cell company shall without prejudice to the provisions of section 4 of the Companies Act 1972, include the expression "Protected Cell", "PCC" or any cognate expression approved in writing by the Authority. The memorandum of a protected cell company shall state that it is a protected cell company.
Unless and until a protected cell company has complied with the provisions of this section, it shall be deemed not to be a protected cell company. Each cell of a protected cell company shall, subject to the approval of the Authority, have its own distinct name or designation.
What Is The Purpose Of The Seychelles Protected Cell Company?
It was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency.
It was needed to correct certain deficiencies in the older systems and in the concepts of a company. The concepts were not flexible enough. One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion - a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required.
This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover. This led to the formation of the captive insurance company.
At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
Sechelles Protected Cell Companies & Their UsesIt was designed to fill a gap in the business world and especially in the world of international business. It was aimed at improving the techniques for finance and for investment. Inevitably, there are in some way tax breaks associated with virtually anything that happens offshore. But the overriding purpose of this was for business efficiency. It was needed to correct certain deficiencies in the older systems and in the concepts of a company.
The Concepts Were Not Flexible Enough
One could just about do the same as having a group of cells by having a string of subsidiaries, but this had many legal problems, and was very expensive, unwieldy and a great burden. The real problem was that although one might have got there in some fashion or other, there was a risk of contagion - a risk that a claim or a liability might flow from one asset of one company or division and affect another one. This was sufficiently worrying that a new product was required. This new product was driven essentially and initially by demands inside the insurance world, and here the biggest pressure came not from the insurers, but from the insured, because, as insurance premiums rose through the 80s, customers seeking insurance found that some risks either could not be covered or had become too expensive to cover.
This Led To The Formation Of The Seychelles Captive Insurance Company
If one is going to form a captive subsidiary, why not form it offshore? At least the premiums that pass into the captive can roll up gross, and be available to fund the contingencies for future claims, and perhaps to provide some further benefits. Also, the offshore world at that stage did not have quite so many regulations as the onshore world.
The single captive was only for the big boys, so how did the smaller boys get into this? Some of them could group together: they had a common sort of interest, a common risk. It might be a business risk. It might be a professional risk. They joined together as a multiple group to form their captive. But the problem there was the allocation of costs and the allocation of losses on claims.
One Group Member Might Be Rather Better Than Another Group Member
Then the development went further into the "rent-a-captive". The person needing insurance did not form his own captive. Somebody else did that for them. Outside professionals ran an operation which had underneath it a series of captives that one could rent. The professionals ran and owned it, and the customer had his subsidiary captive, which he rented. This improved the deductibility of premiums. But there was always still the shadow of the contagion issue, and, of course, if the parent failed, that brought down the whole thing like a pack of cards.
The Insurance World Was Joined By The Investment World
It had the same contagion problems. Funnily enough, the unit trust did not have the contagion problem, but it was believed by the market that investors in civil law countries would not buy trust units, but would buy shares. Hence a new product was needed, and it had to come through legislation. We are not going to go into the legislation in any depth, so as not to make invidious comparisons between jurisdictions with very similar provisions. If one is looking at protected cells and the use of them, it is worthwhile checking the legislation: one needs to look for the differences. It was Guernsey that kicked off protected cell legislation, and that was really because Guernsey was, and still is, the European home of captive insurance.
It Was Rapidly Followed By Most Of The Offshore World
Other jurisdictions do not always call it by the same name. In the Cayman Islands, where we think it is limited to a use in mutual fund investments, they call it the Segregated Portfolio Company, and in Bermuda they call it the Segregated Accounts Company. There are differences and different legal issues, but basically they all have the same aim - cellular ring fencing. While all that was happening in the offshore world, the onshore world was not idle either: it was developing the use of securitisation for investment purposes, and that spread through South America, the United States and parts of Europe.
As Far As Development Is Concerned, There Are Two Branches
The first branch is the public sector, but we shall pass over that quickly, because it is largely self-explanatory. All this is to be seen in the context of the perceived need for sophisticated new investment products. The cells here can be extremely useful, because the investment can be split: there can be tranches of assets, guaranteed products, more risky products and different returns, and one can space all that out through the cells. All this is done through the issue of shares in the cell by the parent, or, perhaps, through investment policies and the like, issued by the parent.
The other branch of development has been in the private world. It is really an echo of the public world, but my impression is that the industry is trying to adapt the public investment structures for more specialist individual markets, because within this offshore structure one can hold a tax-driven investment, and, indeed, also benefit from a form of asset protection, or both. When we use the expression "asset protection" in protected cells, what I really mean is that one can actually get one's own asset into it and preferably the management of one's own assets - which in the context of world stock markets today may prove more profitable than those selected by professional managers of investments.
In the United Kingdom, people talk about using cells for CGT deferral. We have my doubts about this, but the device may not be that easy to use, particularly if the taxpayer is making a direct investment into an asset in the cell, because there has to be a minimum of twenty investors to get over the 5% rule. If the taxpayer makes the investment through a single-premium policy, he is going to have the problem of getting out of the policy at the end of the day without a tax charge.
But in the United States, there are, as we have heard, advantages in deferred annuity contracts, and we are told that they can be refined and made better through protected cell companies and that there is much interest in this in the British Virgin Islands. In all these cases, the investor essentially has his own cell - the "rent-a-cell", which is really the protected cell equivalent of the rent-a-captive. This is very much the flavour of the month. The concept is that a life insurance company, authorised in an offshore jurisdiction, issues a single policy to a single investor, linked to assets in a particular cell.
There is the idea, but the aim is an age-old aim. It is tax-free roll up. The investor is hoping that the final returns are either tax-exempt or taxed at a lower rate. We think there is a lot of mileage there.
If the protected cell company is aggressively structured, this individual cell or that individual policy could end up being simply attacked as yet another colourful device. We are not getting into the sham concept here. We think that is a grossly over-inflated subject. But it does have the connotations. We do not know what the answer to that is, but we think if the protected cell company is over-aggressively marketed, and if it goes over the line and fails the elephant test, the practitioners responsible may do us quite a disservice, both specifically and generally.
Our Second Area Of Concern Is More A Point Of Law
We have in mind the use of cells to ring-fence liabilities, and the extent of its efficacy in the event of insolvency of another cell or the company itself. Take a company with a number of cells, into each of which have been injected valuable assets. Suppose one of the cells goes belly up, and creditors lose their money. How does the adviser of the creditor see this? He is looking at a company.
The Sechelles Offshore Company Says It Has A Number Of Cells
It says that the domestic legislation provides that they are all separate and the creditor cannot get at the other cells. But is that necessarily the case? The problem is, it seems to me, that the guts of the assets are quite likely to be in a country outside the country whose laws govern the cell. How are the courts of that particular country going to look at this? Will they recognise the cell legislation of another country? Will they recognise the ring fencing? If they do, they burst wide open the 150 year-old concept of pari passu treatment of creditors and assets in corporate insolvency. Are they going to do it? We are not aware that there has been any case about this, but we do have a nagging concern.
The Problem Is Always The Bad Case
If somebody overcooks this, tries to be too clever with protecting an asset, it is just going to look like abuse. We think we have all seen cases where the courts have said, "It stinks and we're going to say it stinks, and then we're going to find a reason why it stinks." And they get round the legal niceties. That may be one end of the spectrum. The other end of the spectrum is, we think, that there is a real place for these things. The onshore world is adopting securitisation concepts which are very similar, and this gives a little bit of support for the protected cell company, provided it looks good and makes sense, and provided it is not against public policy.
Where Do We Go To Now?
This PCC is a very new concept, and has only been around for about five years. We are going to see how it goes, but it is extraordinarily innovative. It has bust open the traditional corporate view, and is a very different beast. There are times when we actually cannot work out how it works at all, legally. On analysis, we think it is a difficult legal concept, having a company with segregated assets and liabilities. But it is going to have a lot of uses. There are going to be many areas where it is going to fulfil a use function, particularly where there is any sort of collective or group element - maybe in the field of the provision of fiduciary services. Nominee companies and nomineeships may be replaced by a whole series of cell nominees.
The PCC may be used to provide safer pension funding, and here we should mention that we have heard that the UK Revenue has recently approved Guernsey retirement annuity trusts. This has a rather interesting connotation. The taxpayer does not get a deduction for the premium going in because it does not qualify, but those deductions in the United Kingdom are being eroded away and capped. But if he can get his assets into something that he likes, which grows gross in Guernsey or wherever, and comes back in a nice form, this could be a useful way of using the cell.
We are going to see, we are sure, the use of the rent-a-cell in this way, and the reason is a simple pragmatic one. It costs a fortune to set up these institutions. But the rent-a-cell provider just has one launch, and then bolts on his cells. That is quite simple, and the relevant Financial Commission has already approved the sponsor or issuer.
Is There A Limit To It?
It is all very new, and perhaps some people think that the protected cell is going to solve every single problem. Sometimes we wonder what they think it is going to achieve, but it is here to stay. We cannot see a limit to it, but my own personal private message is: do not be over-aggressive about this.
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