Please enable JavaScript.
Coggle requires JavaScript to display documents.
Other types of companies (Hybrid companies (Advantages of hybrid companies…
Other types of companies
Cell companies
-
Protected cell company
-
These companies have protected assets held for one or more cells within the company structure. Each ell has its own individual members with its own separate share and dividend payments
-
Company creditors who have a claim against one cell are not able to attack assets held in other cells. This is referred to as the cells having no contagion
-
Protected cells do not have their own legal personality. Where a protected cell wishes to contact it does so by the cell company acting on its behalf. In some jurisdictions such as Guernsey cells are treated as though they are a company for all other aspects of company law for example each cell must file an annual validation as if it were a legal person. The cell company is responsible for the upkeep of each of its cells
Each cell has its own constitution and members. A person is not a member of a cell company by virtue of being a member of a cell
The legislation could require that directors, secretary and registered office of the cells are the same of those of the cell company. The constitution ensures that the cell company retains ultimate control of the cells
The key principle behind PCCs is that the assets and liabilities of. cell segregated, ring fencing them. This mean the assets of a cell should only be available to creditors and shareholders of that cell
The documentation once in place can then easily be replicated upon the creation of a new cell, in addition for those cell companies that require regulatory consent, this can be obtained in respect of one arrangement and then obtaining regulatory approval for further cells is a simplified matter. This ability to replicate a structure creates a clear commercial advantage
-
-
-
Hybrid companies
An integrated mix of the two standard forms of a limited company: a company limited by guarantee and a company having a share capital
Guarantor members contribute capital to the company in the event that the company becomes insolvent or goes into liquidation. Ordinary members opt to contribute capital to become a member/shareholder
This contribution will be defined in the company's constitutional document. The constitution documentation can also provide for the appointment of a protector (in the same manner as trusts) who will supervise the directors and whose authority is required for example to elect members and to dispose of assets
-
The first of members will be the registered members or golden shareholders who will be the controlling members in order to exert power and control over the Board's activities as the principal power of the members is to elect directors to manage the company. This class of members will not have any right to distributions of profits but will have voting and administrative powers
The second class will be the beneficial members whose identities are not in the public domain and who are the only persons entitled to share in the profits of the company
Subsets of members with different rights can be created through the addition of other classes of beneficial members
For some jurisdictions such as the UK, it is is not possible to set up this type of company while other jurisdictions welcome this as an alternative standard share structure
-
Charitable Companies
-
These are two essential steps set down when establishing such a company. They are to select the most appropriate corporate vehicle and to register with the Charity Commission
Incorporation as a company limited by shares is not generally a suitable structure for charities as shareholders are usually entitled to dividends and to a share of the net assets of the company on dissolution
Most incorporated charities are constituted as companies limited by guarantee. The articles of association of such company charities also include an asset lock which prevents members withdrawing value from the company for their own benefit
In the case of a charity company the directors will be the charity trustees for the purposes of charity law. Charity trustees may also be called members of the council of management or the management committee in the company's memorandum and articles of association
In the UK the Charity Commission requires that the memorandum and articles of association are drafted to include a Charitable Objects Clause, a Non Profit Distribution Clause ensuring the money received by the charity is used to promote the charitable aims of the charity and an appropriate dissolution clause
A charity company is subject to regulation under both company and charity law. Charity companies must register and file an annual return and any other filing obligations and accounts with both Companies House and the Charity Commission. These documents must be filed within ten months of the charity company's year end
-
Re-domicilation
A number of onshore jurisdictions will permit a company which has been incorporated in another jurisdiction to re domicile locally
-
Usually re domiciliation is only possible if the company law allows this in the jurisdiction where the company wishes to move to and from
On occasions the Registrar or regulator in that jurisdiction may require sight of the company's constitutional documentation to make sure there are no conflicts with local requirements
In those offshore jurisdictions which permit a change of domicile it will often only be specific types of company which can re domicile. For example in the Cayman Islands and Bermuda only exempted companies can transfer to another jurisdiction whilst in the BVI only an IBC can transfer in this manner