Successful Cell Solutions- Segregated Cells, Incorporated Cells, or Series LLC
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1 Successful Cell Solutions- Segregated Cells, Incorporated Cells, or Series LLC Moderator: Patrick Theriault, Wilmington Trust Captive Management Services Speakers: Arthur Perschetz, Baker & Daniels, LLP Jeffrey Simpson, Stewart Law Firm William Riley, Paul Frank + Collins Tuesday, March 15 th 2:15pm 3:30pm
2 Moderator Speakers Patrick Theriault Wilmington Trust Vice President and Managing Director, Captive Management Services Traditional Cell Structures William Riley Paul Frank + Collins Director, Captive Insurance & Litigation Incorporated Cell Structure Arthur Perschetz Baker & Daniels Counsel, Insurance & Financial Services Series LLC Jeffrey Simpson The Stewart Law Firm Director, Captive Insurance & Special Purpose Entities
3 Captive Universe Single Parent Captives Sponsored Protect Cell Segregated Cell Incorporated Series LLC Group Captives
4 Cell Captive Insurance Evolution Offshore Rent-acaptives 1991 Bermuda Separate Accounts Co Guernsey Protected Cell Co Vermont Sponsored Cell Captives 2000 Bermuda Segregated Account Co.
5 Cell Captive Insurance Evolution 2000 South Carolina Protected Cell Jersey Incorporated 2002 BVI Cell Captive Segregated Portfolio Co DC Incorporated Cell Captive 2009 Delaware Series LLC
6 Cell Captive Insurance Evolution - Domiciles Anguilla Arizona Bahamas Barbados British Virgin Islands Cayman Delaware District of Columbia Dubai Gibraltar Guam Guernsey Hawaii Iowa Isle of Man Jersey Kentucky Malta Mauritius Montana Namibia Nevada Oklahoma South Africa South Carolina St. Lucia Utah Vanuatu Per 2008 Cell Company Handbook Captive Review
7 Cell Captive Insurance Evolution Expansion/Growth Driven By: General Industry Growth 5,000+ captives, how many cells? Competition Domiciles and Promoters Innovation Alternative Income Generation Insurance Carriers, Brokers & Agent, Financial Institutions, Other Captive Service Providers Increased Efficiency & Cost Reduction Middle Market Entrance Separate Account, Segregated Account, Segregated Portfolio, Sponsored Captive, Protected Cell, Incorporated Cell, Series LLC So many alternatives Are they really one and the same at the end of the day? Which is the best alternative?
8 Traditional Sponsored Captive Insurance Company - Vermont William Riley Paul Frank + Collins
9 Sponsored Captive Insurance Companies (Vermont) Contractual Relationships Participant Insured AAA Co. Insurance Policy Fronting Insurer Participation Agreement Sponsored Captive Reinsurance Agreement (on behalf of Cell AAA) Supported by Trust Agreement or Letter of Credit Cell AAA Cell BBB Cell CCC
10 Sponsored Captive Insurance Companies (Vermont) Solvent Company Statutory Protection For Cells 8 V.S.A Protected Cells (3) The assets of a protected cell shall not be chargeable with liabilities arising out of any other insurance business the sponsored captive insurance company may conduct.
11 Sponsored Captive Insurance Companies (Vermont) Insolvent Company Statutory Protection for Cells 8 V.S.A Delinquency of sponsored captive insurance companies (c) Notwithstanding the provisions of chapter 145 [Supervision, Rehabilitation and Liquidation of Insurers] of this title: (1) the assets of a protected cell may not be used to pay any expenses or claims other than those attributable to such protected cell;
12 Incorporated Cell Captive Insurance Company - Washington D.C Arthur Perschetz Baker & Daniels
13 District of Columbia Captive Law: Cells and Cell Companies Meaningful legal description of the relationship between core and cell and cell and cell in D.C. law Two Types of Cell Companies Protected Cell Companies (PCC) Incorporated Cell Companies (ICC) Two Types of Cells Protected Cells (PC) defined legal characteristics Incorporated Cells (IC) own legal identity May mix protected and incorporated cells Cell may be any form of business entity permitted in D.C. Core and cells each subject to minimum/maximum premium tax
14 District of Columbia Captive Law: Benefits of Incorporated Cell Captive Own FEIN and tax filing Each cell may have own directors and officers Inter cell agreements specifically permitted Each cell treated as a captive insurer for purposes of the Act Core capital may be exposed to liability or not Cell may become stand alone captive and captive may become cell
15 District of Columbia Captive Law: Example of Incorporated Cell Captive American Society of Association Executives ASAE Insurance Services, Inc. ASAE Insurance Company, Inc., ICC AOP 1 Association Office Package DO 1 Directors & Officers Reinsurance Great American Hartford Reinsurance Member Association Member Association
16 District of Columbia Captive Law: Other Examples of Incorporated Cell Captives REIT Entrepreneurial Insures Real Estate Investment Trusts Cell formed as LLC Life Insurer Formed by insurer Cells to provide agency incentive owned by agents Cells also available to insureds Cell formed as corporation Commercial Program Formed by property owner manager Cell for own property Cell for joint ventures Cell for third parties
17 Series LLC Captive Insurance Company - Delaware Jeffrey Simpson The Stewart Law Firm
18 Series LLC Captive (Delaware) OWNER A SPONSOR 1 SPONSOR 22 OWNER C SERIES A SERIES C XYZ LLC SERIES B SERIES D OWNER B OWNER D
19 Series LLC Captive (Delaware) CORE CAPITAL PROTECTED CORE CAPITAL EXPOSED SERIES A $? SERIES C $? SERIES A $0 SERIES C $0 $250,000 $250,000 SERIES B $? SERIES D $? SERIES B $0 SERIES D $0
20 Series LLC Captive (Delaware) RISK IN THE CORE POLICY HOLDERS INSURANCE POLICY HOLDERS INSURANCE NO RISK IN THE CORE SERIES A SERIES C SERIES A SERIES C REINSURANCE SERIES B GENERAL ACCOUNT $250,000 REINSURANCE SERIES D REINSURANCE SERIES B GENERAL ACCOUNT $250,000 SERIES D
21 Alright This is All Good, But Which is the Best? Let s Debate!
22 Who Can Form/Own Each Structure and Where?
23 What About Governance?
24 Any Capitalization, Funding, Operating Cost Advantages?
25 Tell me about Taxes
26 Series LLC Captive (Delaware) Subject To Premium Tax POLICY HOLDERS Not Subject To Premium Tax SERIES A SERIES C CORE REINSURANCE SERIES B SERIES D POLICY HOLDER
27 Sponsored Captive Insurance Companies (Vermont) Vermont Premium Taxes Vermont Department of Taxes $200,000 maximum annual aggregate tax applies to each cell only and not to sponsored captive as a whole Premium tax payment (sponsored captive is responsible party) For consolidation purposes, a cell is treated as a separate captive owned and controlled by cell s participant if participant is only participant with respect to cell and participant is affiliated with sponsor through common ownership Cell AAA Sponsored Captive Cell BBB Tax assessed on direct premiums and assumed reinsurance premiums collected (allocated by sponsored captive to cells by contract) Cell CCC
28 Cell Captive Taxation District of Columbia Protected Cell Captive D.C. Treasurer Tax Protected Cell Captive Incorporated Cell Captive D.C. Treasurer Tax Tax Tax Tax Core IC A IC B IC C Core PC A PC B PC C Each incorporated entity core and each cell is individually subject to minimum tax of $7,500 and maximum tax of $100,000 A protected cell captive and all protected cells would be subject collectively to the minimum of $7,500 and maximum of $100,000. Tax sharing agreement.
29 Which Will Provide Me With the Fastest Entry Point? What About if I Decided it is Time to Call it Quits?
30 Can a Cell Sue or be Sued? Does the Structure Make a Difference?
31 Bankruptcy Protection Is there a Safe(r) Haven?
32 Time for Audience Participation What are your Questions?
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