Corporate

Corporate Secretarial

Protected Cell Companies

Incorporated Cell Companies

Limited Liability Partnerships

Special Purpose Vehicles

Corporate

Corporate Secretarial, Protected Cell Companies, Incorporated Cell Companies, Limited Liability Companies & Special Purpose Vehicles

Corporate Secretarial

Protected Cell Companies

Incorporated Cell Companies

Limited Liability Partnerships

Special Purpose Vehicles

Corporate Secretarial

Our Corporate Services team sits within Beauvoir Trust Limited which means it is able to provide support to Corporate and Trust entities. This includes standard company secretarial requirements; registered agent, registered office, minute taking and director provision as well as a full corporate governance provision. The service is specifically tailored to you, the client, in order to meet your specific requirements.

The team can build board packs on a specialised site, which can be viewed by directors as it is built and reports are added. They will attend and add value to board meetings, by not only taking accurate minutes, but by advising on company law and corporate governance procedures.

Our experienced staff will also maintain the relevant registers to meet statutory requirements and will liaise with the Guernsey Companies Registry filing necessary returns and information, as required.

Protected Cell Companies

A Protected Cell Company (PCC) is a corporate body within which cells are created to contain assets and liabilities. The PCC as a whole has a legal identity, whereas the individual cells do not, hence the PCC will contract on behalf of each cell. The cellular structure of a PCC legally segregates the assets and liabilities of each cell, ensuring that there is no mixing of either within the legal entity. This makes the PCC ideal for fund structures and for holding vehicles containing assets such as planes, shipping, and property.

Incorporated Cell Companies

Incorporated Cell Companies (ICCs) are much like PCCs except that each cell is, as the name suggests, incorporated and has its own legal identity. Each cell thus contracts on its own behalf. The Board of an ICC will be the same Board as each of its cells.

Limited Liability Partnership

A Limited Liability Partnership (LLP) is corporate body which shares many features of a normal partnership. However, unlike normal partnerships, members are not liable for the debts of the LLP, and in the ordinary course of proceedings their liability is limited to the capital that they have agreed to contribute to the LLP. In addition, the LLP has its own separate legal personality from that of its members who will have almost total freedom to agree the ownership, operation and management of the LLP.

This flexibility means that the LLP can be used in a wide variety of commercial contexts as well as providing additional structuring options for property based transactions.

Special Purpose Vehicles

A Special Purpose Vehicle (SPV) is a term applied to a wide variety of companies formed for the specific purpose of entering into a single transaction or series of linked transactions. Most SPVs are structured using a normal company limited by shares, although where appropriate other entities such as Protected Cell Companies or Incorporated Cell Companies may also be utilised. It is common for the ownership of the company shares to be through an “orphan” vehicle such as a Purpose Trust.

The main benefit of an SPV is that the specific transaction is “ring fenced” and cannot be tainted by any unrelated transactions within the same structure. It also has benefits in that assets can easily be transferred by sale of the SPV.

SPVs are regularly used for transactions such as securitisation of assets and liabilities, the acquisition or sale of a company or other assets, tax-efficient structuring and inter-company financing.

The Beauvoir Group would be pleased to discuss your SPV structuring requirements.

Our Corporate Specialists

Contact a member of the corporate team

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