Incorporated Cell Company (ICC) in DIFC | Incorporated Cell Company (ICC) in ADGM
The DIFC and ADGM allow the structuring of funds and fund umbrellas using PCCs and ICCs. This allows fund managers to legally segregate the assets and liabilities of each cell whilst operating under common management.
These are the main features of an Incorporated Cell Company.
Incorporated Cell Company (ICC) is similar to Protected Cell Company (PCC) but adopts a fundamentally different approach to cells. The ICC incorporates each cell as a separate legal personality without the cell company needing to have any shareholder relationship with the relevant cell. Such cell is called Incorporated Cell (IC). Each IC is a separate company as a matter of law. Since each incorporated cell is a separate legal entity governed by the provisions of the Law, each incorporated cell can contract with third parties and other incorporated cells in its own right.
An ICC cannot enter into transactions on behalf of its incorporated cells and the incorporated cells cannot enter into transactions on behalf of the ICC or other incorporated cells. ICC may create one or more cells (ICs) and the assets and liabilities of which are segregated from the assets of the ICC itself and from the other cells. The creation of cells requires regulatory approval. A cell can transact and incur liabilities of its own rights. ICC can take the form of Public Company Limited by Shares, Private Company Limited by Shares, or Private Company Unlimited with Shares. Each incorporated cell has its own board of directors.
The ICC structure is an attractive and widely-known vehicle in the captive insurance, investment and structured finance markets.
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The DIFC & ADGM deploys within a common law jurisdiction – under the supervision of its own Regulatory authorities and Courts- various internationally recognised incorporated entities.
- The Incorporated Cells (ICs) are stand-alone companies distinct from each other and from the Incorporated Cell Company (ICC) itself, of which they are cells. The ICC Regulations permit such ICs companies to be used to conduct Fund business or Insurance Business.
- The ICC contains the infrastructure (e.g. systems and controls) for the exclusive use by the Fund Manager to manage the Funds established as Incorporated Cells, ICs, of the ICC. The ICC is the ‘core’ and each Incorporated Cell (IC) of the ICC is a Fund on the ICC. Under the ICC Regulations, an ICC cannot itself be constituted as a Fund or act as a Fund Manager.
- A Fund Manager with an endorsement to use a Fund Platform can incorporate an Incorporated Cell Company to assist it to manage any type or specialist classes of Fund, in accordance with the applicable requirements in the Law and these Rules and in the Companies Law and ICC Regulations. However, a Fund Manager cannot use the Fund Platform to create or provide services to, a type of Fund if it is contrary to its authorisation. For example, a Fund Manager permitted under its Licence to manage only QIFs cannot use the Fund Platform to establish or manage Exempt or Public Funds.
- A Fund Manager may use the infrastructure available in the ICC (the core) to provide a range of services relating to the Funds on the ICC. These services include implementing the Fund’s investment mandate (e.g. investment selection), carrying out administrative functions such as issuing, transferring, and redeeming Fund Units, valuing Fund assets, account keeping, financial reporting, and carrying out compliance and oversight functions, in relation to each Fund constituted as an Incorporated Cell.
- The activities which the Incorporated Cell Company ICC carries out for the ICs Funds are not those of a third-party service provider appointed by the Fund Manager, however, the Fund Manager remains legally responsible to Unitholders in the Funds for acts or omissions of the Incorporated Cell Company.
Incorporated Cell Companies and Protected Cell Companies
- While both Incorporated Cell Companies (ICCs) and Protected Cell Companies (PCCs) have a similar structure as both have a ‘core’ containing the infrastructure to manage their ‘cells’, there is a significant difference between an ICC and a PCC. Unlike a cell of a PCC, each Incorporated Cell of an ICC is a separate legal entity operating under its own name and with its own directors and Articles of Association. Under the ICC Regulations, an Incorporated Cell is not a subsidiary of the ICC. By contrast, a PCC and its cells form a single Fund, with each cell being a Sub-Fund of the PCC.
- A Fund Manager wishing to offer different investment strategies within a Single Fund (e.g. an Umbrella Fund) and different asset classes within its Sub-Funds to investors who can freely switch their investment strategies, can use the PCC structure. A Fund Manager wishing to manage different types or specialist classes of Funds, which are separate legal entities, using the infrastructure available in the core, can only do so by establishing an ICC.
Funds constituted as Incorporated Cells
- Each Incorporated Cell, IC, of an ICC that is established as a Fund will need to be registered with, or notified to, the regulator as a separate Fund (as it is a separate legal entity). Unless specified otherwise, the requirements in the Law and these Rules apply to an Incorporated Cell that is a Fund in the same way that the requirements apply to other Funds that use a company structure. This includes, for example, general requirements for the management or operation of Funds and requirements that apply according to whether the Fund is a Public Fund, Exempt Fund or QIF and relevant requirements for specialist classes of Funds.
- An ICC is incorporated under the DIFC /ADGM Companies Law, and so each Incorporated Cell, IC, of that ICC that is used to conduct Fund business is a Domestic Fund as defined in the Law.
- An External Fund Manager is not permitted to use a Fund Platform.
- A Fund Manager that uses the ICC structure to establish and manage Funds is not prevented from also managing other Funds outside that structure. However, the Fund Manager cannot use the infrastructure available in the Incorporated Cell Company to provide services to Funds that are not Incorporated Cells of the ICC.
- This chapter sets out various requirements that apply to a Fund Manager that uses a Fund Platform to manage Funds constituted as Incorporate Cells of that ICC. These requirements should be read in conjunction with the other obligations, particularly under the ICC Regulations.
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