Overview of company structures

What is a Segregated Portfolio Company (SPC)?

The segregated portfolio company (SPC), which is a type of exempted company under Cayman law, 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.

Some 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' to the extent that the relevant 'segregated portfolio assets' 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 different classes and series relating to a single segregated portfolio
  • An SPC may declare dividends in respect of segregated portfolio shares irrespective of whether any other class or series of segregated portfolio shares declares a dividend. Such dividends may only be paid on segregated portfolio shares out of the segregated portfolio assets of the segregated portfolio in respect of which the shares were issued
  • An SPC may be wound up in the same manner as any other exempted company except that, where an SPC is in receivership, leave of the Grand Court of the Cayman Islands is required