V.I. Code tit. 22, § 1433 (2019)
2019 US Virgin Islands Code|Title 22 - Insurance|Chapter 55 - Virgin Islands International Insurers Act|Subchapter II - Protected Cell Exempt International Insurance Company|§ 1433. Establishment of protected cells

 (a) An International Insurance Company may establish one or more protected cells with prior written approval of the SAM of a plan of operation for each protected cell and either: (1) by the allocation of one or more shares in the International Insurance Company to the owners of the cell. Such shares may be, or be part of, a special series of shares and may be ordinary or preferred shares, with or without voting rights. There shall be a shareholders agreement that sets out the terms under which the cell operates and such agreement shall be approved by the SAM prior to its coming into effect; or (2) by the incorporation of a separate corporation the sole purpose of which is to function as a cell of the International Insurance Company and which is bound by the terms of an operating agreement between the cell corporation and the International Insurance Company with which it is associated. (b) Upon the written approval of the SAM the International Insurance Company may, in accordance with the approved plan and agreements allocate shares or incorporate a corporation to form one or more Protected Cells. Upon establishment of each cell the International Insurance Company may attribute to the Protected Cell both assets and insurance obligations to allow it to conduct its business in accordance with said plan and agreement. (c) Each Protected Cell of a Protected Cell Company shall have its own distinct name or designation, which shall include the words: “Protected Cell.” The Company shall transfer all physical assets attributable to each Protected Cell to one or more separately established and identified Protected Cell Accounts, bearing the name or designation of that Protected Cell. Protected Cell Assets shall be held in such Protected Cell Accounts for the purpose of satisfying the obligations of that Protected Cell. (d) All sales, exchanges, transfers, or other attributions of assets or liabilities between a Protected Cell and the General Account or between other Protected Cells shall be in accordance with the plan of operation approved by the Commissioner or shall be otherwise approved by the Commissioner. Unless otherwise approved by the Commissioner, no sale, exchange, transfer, or other attribution of assets or liabilities may be made by a Company between any of its Protected Cells or between the Company’s General Account and one or more of its Protected Cells unless, in the case of attribution to a Protected Cell, the attribution is made solely to establish the Protected Cell or, in the case of an attribution from a Protected Cell to the Company’s General Account the attribution is made solely to support the Company’s insurance obligations which are the subject of the business of the Protected Cell. Any sale, exchange, transfer, or other attribution of assets and liabilities between a General Account and a Protected Cell or between Protected Cells shall be in cash or readily marketable securities with established market values unless otherwise approved in advance in writing by the Commissioner. (e) Each Protected Cell shall pay to the Alternative Market and International Reinsurance Revolving Fund a separate nonrefundable fee of not to exceed $500 for examining, investigating and processing its application for approval by the SAM, and the SAM is authorized to retain legal, financial, actuarial and other services needed to review the application, the reasonable cost of which may be charged against the applicant. Such examination need not include an actuarial review if an independent actuary certification has been presented with the application, unless the SAM has reasonable cause to require further actuarial certification. In addition, the Protected Cell shall pay an annual license fee commencing with the year of registration, such fee being first payable within 30 days of the date on which approval is granted and on or before 30th January of each calendar year for which such approval remains in effect, except that the first annual fee may be reduced in proportion to the period remaining from the date on which approval is granted to the end of that calendar year. The amount of such application and licensing fees shall be set by the SAM and shall be set forth in regulations to be published by the SAM in accordance with Virgin Islands Code, Title 3, Chapter 35. Such fees may be altered from time to time in the discretion of the SAM. (f) The creation of a Protected Cell does not create, in respect of that Protected Cell, a legal person separate from the Company. Amounts attributed to a Protected Cell under this subchapter, including assets transferred to a Protected Cell Account, are owned by the Company and Company may not be, nor hold itself out to be, a trustee with respect to those Protected Cell Assets or that Protected Cell Account. Notwithstanding the foregoing, the Company may allow for a security interest to attach to Protected Cell Assets or a Protected Cell Account when in favor of a creditor of the Protected Cell and otherwise allowed under applicable law. (g) A Protected Cell that is formed as a corporation is a separate legal entity that is bound by its own bylaws and by agreement with the International Insurance Company that formed it. Each corporate Protected Cell shall have at least three directors, one of whom shall be appointed by the International Insurance Company that incorporated it. Each corporate protected cell shall be a taxable entity in its own right and may make an Exempt Company Election under VI Code Title 13 Chapter 14 to be an exempt company subject to the provisions of such title and shall be entitled to the rights and tax benefits provided in section 1415 of this chapter. (h) Nothing in this subchapter shall be construed to prohibit the Company from contracting with or arranging for an investment advisor, commodity trading advisor, or other third party to manage the Protected Cell Assets of a Protected Cell, provided that all remuneration, expenses, and other compensation of the third party advisor or manager be payable from the Protected Cell Assets of that Protected Cell and not from the Protected Cell Assets of other Protected Cells or the assets of the Company’s General Account. Any such contract shall clearly reference the Protected Cell or the cells for which the contract has been arranged and shall contain a nonrecourse provision in favor of the Company that prohibits the contracting party from seeking recourse against, or attaching, the assets of the General Account, or the assets of another Protected Cell, to satisfy the obligations of any one or more Protected Cells which are the subject of such contract. (i) Any International Insurance Company which is a Protected Cell Company shall establish such administrative and accounting procedures as are necessary to properly identify the one or more Protected Cells of the Company and the Protected Cell Assets and Protected Cell Liabilities attributable thereto. It shall be the duty of the Directors of a Protected Cell Company to: 1) keep Protected Cell Assets and Protected Cell Liabilities separate and separately identifiable from the assets and liabilities of the Company’s General Account; and 2) to keep Protected Cell Assets and Protected Cell Liabilities attributable to one Protected Cell separated and separately identifiable from the Protected Cell Assets and Protected Cell Liabilities attributable to other Protected Cells. Notwithstanding the foregoing, and subject to the provisions of this subchapter, the remedy of tracing shall be applicable to Protected Cell Assets when commingled with Protected Cell Assets of other Protected Cells or the assets of the Company’s General Account. (j) The Protected Cell Company shall, when establishing a Protected Cell, attribute to the Protected Cell assets with a value at least equal to the reserves and other insurance liabilities attributed to that Protected Cell.