Introduction
The segregated portfolio company (SPC), which is a type of exempted company under the Companies Act (2021 Revision) (as amended, the Act), is a single legal entity within which may be established various segregated portfolios. The assets and liabilities of each segregated portfolio are legally separate from those of the other segregated portfolios.
Key features
The key features of SPCs are as follows:
- An SPC may segregate the assets and liabilities of different portfolios and the general assets of the SPC by the creation of one or more segregated portfolios.
- A liability of an SPC to a person in respect of a segregated portfolio entitles that person to have recourse only to:
- the assets attributable to such segregated portfolio; and
- unless specifically prohibited by the articles of association of the SPC, the SPC's 'general assets'1 to
- the extent that the relevant 'segregated portfolio assets'2 are insufficient to satisfy the liability. An SPC is a single legal entity and the segregated portfolios within the SPC will not be legal entities which are separate from the SPC.
- An SPC must include as a part of its name the letters 'SPC' or the words 'Segregated Portfolio Company'.
- Each segregated portfolio must be separately designated and must include in its designation the words 'Segregated Portfolio', 'SP' or 'S.P.'
- An SPC may create and issue shares in one or more classes or series including dif ferent classes and series relating to a single segregated...
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