Segregated Portfolio Company

A Segregated Portfolio Company (or SPC), sometimes referred to as a protected cell company, is a company which segregates the assets and liabilities of different classes (or sometimes series) of shares from each other and from the general assets of the SPC.

Segregated Portfolio assets comprise assets representing share capital, retained earnings, capital reserves, share premiums and all other assets attributable to or held within the Segregated Portfolio.

Separation of liability:

Only the assets of each Segregated Portfolio are available to meet liabilities to creditors in respect of that Segregated Portfolio; where there are liabilities arising from a matter attributable to a particular Segregated Portfolio, the creditor may only have recourse to the assets attributable to that Segregated Portfolio. Under the laws of some jurisdictions, where the assets of a Segregated Portfolio are inadequate to meet that portfolio’s obligations then a creditor may have recourse to the general assets of the SPC, but not those assets which belong to a different Segregated Portfolio. An SPC is technically a single legal entity and the Segregated Portfolio’s within the SPC will not be separate legal entities which are separate from the SPC, although for bankruptcy purposes they are treated as such.

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