The Limited Partnerships Act 2011 introduces the concept of Limited Partnerships which is a flexible vehicle for investing into Africa and Asia through Mauritius.The Registrar of Limited Partnerships is the Registrar of Companies and the Financial Services Commission is where the Limited Partnership holds a Global Business Licence.

A Limited Partnership can be tailor made, having either a separate legal entity where any partnership property is held by the Limited Partnership itself or with no separate legal entity, where such property is held by the general partner. The approach in the Mauritius Limited Partnership law is to set default provisions, most of which can be supplemented or displaced by the partnership agreement, thus leaving the Limited Partnership to be a flexible and highly customisable vehicle.

Limited Partnerships enable Global Funds to be structured directly in Mauritius, hence lessening the need for complex master-feeder structures or creative manipulation of companies in order to achieve the optimal structure.

Key Features

  • Composition
  • At least one general partner and at least one limited partner;
  • At least one partner should be resident in Mauritius.
  • Legal personality
  • Legal personality is optional;
  • At any time during existence of partnership, general partners may elect whether the partnership should have legal personality or not
  • Registered agent and office
  • Must have a registered agent and a registered office in Mauritius;
  • The partnership’s principal place of business need not be in Mauritius;
  • Must keep and maintain at all times its statutory and accounting records at its registered office.
  • Bank account
  • Must maintain at all times its principal bank account in Mauritius.
  • Accounts
  • Must submit an annual return (except for Limited Partnerships holding a Global Business Licence) to the Registrar of Limited Partnerships;
  • Must file financial statements to the Registrar of Limited Partnerhips and to the FSC (for Limited Partnerships holding a Global Business Licence);
  • An auditor shall be appointed where required under an enactment (for instance the Financial Services Act for Limited Partnerships holding a Global Business Licence) or by the partnership agreement.
  • Taxation
  • Eligible to take advantage of the DTA, unless it holds a Global Business Licence Category 2;
  • May elect to be tax neutral in Mauritius, implying that income would be effectively taxed in the hands of the partners instead of the Limited Partnership structure.
  • Mobility
  • May be transferred and registered as a Limited Partnership in Mauritius;
  • May be transferred to another jurisdiction.