A Limited Partnership is set up under the Limited Partnership Act 2011. 

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GENERAL PARTNER / LIMITED PARTNER

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Under the Limited Partnership , a Limited Partnership must have at least one General Partner (liable for all the debts /obligations of the Limited Partnership) and at least one Limited Partner (who usually is an investor and whose liability is limited to his contribution).

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The General Partner is the one who runs and manages the business and affairs of the Limited Partnership whilst the Limited Partner does not get so involved.

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A Limited Partner or a General Partner can be:

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1. a natural person;

2. a body corporate; or

3. an unincorporated body formed or registered with or without liability in Mauritius or elsewhere, including any société or partnership or any other body of persons.

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A Limited Partnership does not restrict the number of Partners. In the event that the the Limited Partner is involved in the conduct and management of the Limited Partnership, he will have equal liability as the General Partner (foregoing the Limited Liability as an Limited Partner) These are instances by which the Limited Partner will not be deemed to have participated in the conduct and management of the Limited Partnership (like a General Partner does).

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There are various provisions in the Act allowing the Limited Partner to be involved with the Limited Partnership but which does not make it participate in the ‘conduct or management’ of the business of a Limited Partnership.

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Registered Agent

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The Limited Partnership must at all times maintain a registered agent in Mauritius if the Limited Partnership does not have a General Partner in Mauritius. The registered agent should be a person resident in Mauritius and can be a body corporate or an unincorporated body in Mauritius. If a Limited Partnership has a Global Business Corporation Licence, the Management Company shall be the Registered Agent.

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NAME OF LIMITED PARTNERSHIP

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The name of a Limited Partnership should end with the words "Limited Partnership", the abbreviation "L.P." or the designation "LP" and may contain the name of any General Partner or any deviation of the General Partner's name.

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Partnership Agreement

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A Limited Partnership shall be governed by a partnership agreement which is binding on its partners (present or future). This document is not required to be filed with the Registrar & is not therefore publicly accessible

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REGISTRATION OF LIMITED PARTNERSHIP & GLOBAL BUSINESS CORPORATION LICENCE

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To register a Limited Partnership in Mauritius, an application must be lodged with the Registrar of Limited Partnerships . A declaration should be signed by one or more of the General Partner stating the name of the Limited Partnership, the nature of its business, its registered office and its principal place of business, and the duration of the Limited Partnership. There is no requirement to file the partnership agreement and can therefore be kept confidential.

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LEGAL PERSONALITY

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A Limited Partnership has to the option to be registered with or without legal personality which is so declared at the time of registration. The usual benefits of a Partnership are so obtained if ‘no legal personality’ option is chosen and also beneficial as a transparent ‘see through’ entity for its partners.

 

The Act allows for a Limited Partnership to switch and change from legal personality to no legal personality and vice versa.

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GLOBAL BUSINESS CORPORATION (GBC) LICENCE

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Limited Partnerships must prepare financial statements within 6 months of their annual balance sheet date., An audit is required if so stipulated in the partnership agreement, or if holds a Global Business Corporation licence.

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There are several criteria required to be fulfilled to obtain a GBC licence, for which application is filed with FSC.

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Substance requirements

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In order to issue a GBC Licence, the Mauritius FSC considers whether the company has substance in Mauritius through its management & control. The following substance requirements are considered:

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1. at least one Partner of the Limited Partnership is:

   • resident in Mauritius, where the partner is a natural person; or

   • incorporated, formed or registered under the laws of Mauritius, where the partner is not a natural person;

2. the Registered Agent of the Limited Partnership is resident in Mauritius;

3. the Limited Partnership will maintain or maintains at all times its principal bank account in Mauritius;

4. the Limited Partnership will keep and maintain or keeps &maintains, at all times, its accounting records at its registered office in Mauritius; and

5. the Limited Partnership prepares or proposes to prepare its statutory financial statements and causes or proposes to have such financial statements to be audited in Mauritius

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The Limited Partnership must meet, at all times, the following additional pre-defined substance requirements:

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• carry out its core income generating activities in, or from, Mauritius by:

  • employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities. This is covered by one or more dedicated corporate administrators to administer the company; and​

  • (ii) having a minimum level of expenditure, which is proportionate to its level of activities. The expenditure includes the local government fees, professional fees to the Management Companies, auditors’ fees, fees of the administrators, etc.

• be managed and controlled from Mauritius; and

• be administered by the Management Company, Premier Financial Services Limited.

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It should be noted that where a Limited Partnership holds a GBC licence then its records are not available to public.

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Taxation & Tax Residency

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The tax position of the Limited Partnership depends on the chosen option of legal personality or no legal personality. If no legal personality is chosen, then the Limited Partnership will not be liable to income tax in Mauritius. All profits will be taxed in the hands of the partners and not at the level of the Limited Partnership. Depending on where the partners are tax resident, they will be taxed accordingly in their resident country.

Where the Limited Partnership makes an election to have legal personality, it is taxed like a company and is subject to corporate tax at the rate of 15% (subject to Partial Exemption depending on activities conducted).

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Other Features

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• May have a continuous and successive existence, through its present and future partners until its dissolution.

• Limited Partners known as the investors who invest the bulk of the money in the partnership shall not conduct or manage the business of the Limited Partnership and shall not transact the business of, sign or execute documents for or otherwise bind the Limited Partnership.

• Limited Partnership provide limited liability protection, while preserving the fiscal transparency and “look-through” component associated with partnerships generally.

• Foreign Limited Partnerships can be continued into Mauritius, and Mauritius LPs can be continued to other jurisdictions.

• Limited Partners can benefit from Double Taxation Agreements (DTAs) which Mauritius has with several countries subject to being tax resident in Mauritius and meeting substance requirements.

• There are various provisions allowing for either the struck off or dissolution of a Limited Partnership.

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