The Limited Partnership (LP) in Mauritius is governed by the Limited Partnerships Act 2011 and provides one of the most flexible and internationally recognised corporate structures for private equity funds, venture capital vehicles, real estate funds, joint ventures, and other collective investment arrangements. A Mauritius LP consists of at least one general partner (GP) with unlimited liability who manages the partnership, and one or more limited partners whose liability is limited to the amount of their agreed capital contribution. The LP structure is deeply familiar to institutional investors worldwide, particularly in the private equity and venture capital sectors, where the GP-LP model is the market standard.
The Mauritius LP is fiscally transparent — the partnership itself is not subject to Mauritius income tax, and each partner is taxed on their allocated share of partnership income in their own jurisdiction. This tax transparency is a significant commercial advantage, enabling international investors to benefit from the tax treaty provisions available in their home jurisdictions without an additional layer of Mauritius-level corporate tax. The general partner is typically incorporated as a Mauritius GBC or AC, enabling the GP entity to benefit from DTA access (for GBC GPs) or maintain a lighter compliance profile (for AC GPs) as appropriate.
The limited partnership agreement can be extensively customised to reflect the agreed commercial terms between the GP and the limited partners, including capital contribution schedules, profit sharing mechanisms, management fees, carry arrangements, investment restrictions, governance rights, and exit provisions. FSC licensing is required if the LP operates as a regulated collective investment scheme.
Key Features of a Limited Partnership in Mauritius
Fiscal Transparency — Pass-Through Taxation
The Mauritius LP is not itself a taxable entity. Income and gains allocated to each partner are taxed at the partner level in their respective jurisdictions, eliminating a layer of Mauritius corporate tax and enabling investors to benefit from their own jurisdiction’s tax treaty provisions.
Limited Liability for Limited Partners
Limited partners’ liability is capped at the amount of their agreed capital contribution to the LP, provided they do not participate in the management of the partnership. This provides investor protections of corporate shareholding within a partnership structure.
Highly Customisable Partnership Agreement
The limited partnership agreement can be tailored in considerable detail: capital call mechanics, profit sharing and carried interest, management fees, clawback provisions, investment restrictions, governance rights of limited partners, transfer restrictions, and exit and winding-up provisions.
International Standard Structure
The LP format is the standard vehicle for private equity, venture capital, and real estate funds globally. The Mauritius LP is structurally familiar to institutional investors, fund-of-funds, development finance institutions, and other international capital allocators.
General Partner as GBC or AC
The general partner entity is typically incorporated as a GBC (for DTA access) or AC (for lighter compliance). This allows the GP to benefit from Mauritius’s treaty network and regulatory framework, and provides institutional investors with a credible, regulated fund management entity.
No Minimum Capital Requirement
There is no statutory minimum capital requirement for a Mauritius LP under the Limited Partnerships Act 2011. Capital contributions are agreed between the GP and the limited partners in the partnership agreement and called down as required for investments.
Limited Partnerships Act 2011 Framework
The Limited Partnerships Act 2011 provides a modern, clear legal framework for LP formation, registration, governance, and winding-up, aligned with international LP legislation and providing legal certainty for partners, lenders, and counterparties.
FSC-Licensed for Fund Activities
If the LP operates as a collective investment scheme, it must be licensed by the FSC under the Financial Services Act 2007. The FSC licence provides regulatory credibility and enables the LP to market to institutional investors who require FSC-regulated fund vehicles.
Suitable for Joint Ventures and Co-Investments
The LP structure is also widely used for joint ventures and co-investment arrangements between corporate parties, providing a flexible framework for shared governance, profit sharing, and exit mechanisms without the formality of corporate share capital structures.
Confidential Beneficial Ownership
Beneficial ownership information for LP partners is held by the registered agent and FSC but is not publicly accessible, providing appropriate privacy for institutional and individual investors while maintaining compliance with international transparency standards including CRS and FATCA.
How to Register a Limited Partnership in Mauritius
Structuring Advice and Design
We advise on the optimal LP structure, including the type of general partner entity (GBC or AC), the commercial terms of the partnership agreement, regulatory licensing requirements, and the LP’s fit within any broader fund structure or group.
General Partner Incorporation
We incorporate the general partner entity as a Mauritius GBC or AC, completing the relevant FSC licensing or registration process. The GP entity manages the LP and is responsible for its operations, investment decisions, and regulatory compliance.
KYC and Due Diligence Collection
We collect and verify KYC documentation for the GP’s beneficial owners and directors, and for all proposed limited partners. For fund structures, we conduct enhanced due diligence in accordance with FSC requirements and AML/CFT obligations.
Limited Partnership Agreement Preparation
We prepare or review the limited partnership agreement covering all commercial and governance terms: capital contributions and call mechanics, profit sharing and carried interest, management fees, investment strategy and restrictions, governance rights, transfer restrictions, and winding-up provisions.
LP Registration with the Registrar
We register the Limited Partnership with the Registrar of Limited Partnerships in Mauritius under the Limited Partnerships Act 2011. We prepare and file all required registration documents and ensure the LP’s details are accurately recorded.
FSC Fund Licence Application (if applicable)
If the LP operates as a regulated collective investment scheme, we prepare and submit the FSC fund licence application including the business plan, offering documents, compliance manual, and service provider details. We manage all FSC correspondence.
Bank Accounts and Offering Documents
We open dedicated LP bank accounts and, for fund LPs, assist with preparation of the private placement memorandum (PPM) or other offering documents. We coordinate appointment of fund administrator, custodian, and auditor.
Ongoing Administration and Compliance
We provide ongoing registered agent, accounting, annual returns filing, FSC compliance, CRS/FATCA reporting, and investor reporting services. We manage capital call and distribution processes and maintain the LP’s records throughout its operating life.
Requirements for a Limited Partnership in Mauritius
- Details of the proposed general partner and all limited partners
- KYC documentation for all GP beneficial owners, directors, and limited partners
- Source of funds documentation for all relevant parties
- Draft or heads of terms for the limited partnership agreement
- Investment strategy, target asset class, and fund terms (for fund LPs)
- Draft or outline private placement memorandum or offering documents (for fund LPs)
- Details of proposed fund administrator, custodian, and auditor (for fund LPs)
- Compliance manual and AML/CFT procedures (for licensed fund LPs)
- Proposed LP name
- Group structure chart showing the LP’s position in the broader structure
Estimated Costs of a Limited Partnership in Mauritius
| 항목 | 예상 범위 |
|---|---|
| LP registration with Registrar (incl. partnership agreement preparation) | USD 3,000 – 6,000 |
| General partner GBC incorporation and FSC licence | USD 4,000 – 7,000 |
| FSC fund licence for LP (if operating as collective investment scheme) | USD 5,000 – 10,000 |
| Annual registered agent and compliance (LP and GP combined) | USD 3,000 – 7,000 |
| Accounting and financial statements (per annum) | USD 2,500 – 6,000 |
| Fund administration and investor reporting (per annum) | USD 4,000 – 10,000 |
Frequently Asked Questions About 모리셔스 유한 파트너십
How is a Limited Partnership taxed in Mauritius?
A Mauritius Limited Partnership is fiscally transparent under the Limited Partnerships Act 2011 — the LP itself is not subject to Mauritius income tax. Each partner is taxed on their allocated share of partnership income in their own jurisdiction. This transparency avoids double taxation at the partnership level and allows international investors to benefit from their own jurisdictions’ treaty positions.
What is the liability of a limited partner in a Mauritius LP?
A limited partner’s liability is limited to the amount of their agreed capital contribution, provided they do not participate in the management or control of the partnership. If a limited partner takes an active management role, they risk losing this liability limitation and being treated as a general partner with unlimited liability.
Can a Mauritius LP be used for private equity funds?
Yes. The Mauritius LP is widely used for private equity, venture capital, real estate, and infrastructure funds. The structure is the market standard for institutional fund vehicles and is familiar to international institutional investors, fund-of-funds, and development finance institutions. The GP is typically a Mauritius GBC or AC company.
Does a Mauritius LP need to be licensed by the FSC?
An LP that operates as a collective investment scheme — pooling capital from investors to invest in accordance with a defined strategy — must be licensed by the Financial Services Commission. An LP used for a joint venture between specific commercial parties that does not constitute a collective investment scheme may not require FSC licensing. We assess each structure individually.
Who serves as the general partner of a Mauritius LP?
The general partner is typically a Mauritius GBC or AC company, incorporated specifically to manage the LP. The GP is responsible for all management decisions, investment execution, regulatory compliance, and reporting obligations. The GP bears unlimited liability for the LP’s obligations, which is why it is typically structured as a limited liability company rather than an individual.
Can limited partners have governance rights in the LP?
Yes. The partnership agreement can include provisions granting limited partners specified governance rights, such as approving changes to the investment strategy, removing the general partner in certain circumstances, approving transactions above a defined threshold, or participating in an advisory committee. These rights must be carefully structured to avoid limited partners being treated as participating in management.
How long does it take to establish a Mauritius LP?
Registration of the LP with the Registrar of Limited Partnerships typically takes 1–2 weeks once the partnership agreement is finalised and all documents are submitted. If FSC fund licensing is also required, the overall process typically takes 4–8 weeks depending on the completeness of the application and FSC review timeline.
Can a Mauritius LP raise capital from international investors?
Yes. A Mauritius LP, particularly one licensed by the FSC as a collective investment scheme, can raise capital from international institutional and sophisticated investors. The offering of LP interests to investors in specific jurisdictions may require compliance with local securities laws in those jurisdictions. We advise on applicable marketing and distribution requirements.