A Limited Partnership can be arranged having either 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. A limited partnership is a unique entity which combines the benefits of limited liability protection for its members with a highly flexible and tax transparent vehicle.
Features of a Limited Partnership (“LP”)
• A LP may be formed in Mauritius to carry on any lawful business in Mauritius or from within Mauritius with persons outside Mauritius, or both in Mauritius and from within Mauritius with persons outside Mauritius
• A LP must have a partnership agreement which shall be binding upon the partners, setting out the affairs of the partnership and the conduct of its business
• A LP can be set up with or without legal personality
• A LP consists of one or more general partners and one or more limited partners
• Unlimited liability of a general partner for the debts and obligations of the limited partnership (subject to any indemnity in the partnership agreement)
• The acts of the general partner in connection with the business of the LP binds the partnership
• If a limited partner is not involved in the management of the LP, the limited partner enjoys limited liability
• A limited partner cannot participate in the conduct or management of the business of the limited partnership and cannot transact the business of or execute documents for the limited partnership. Where the limited partner contravenes the above, he is liable as if he was the general partner in respect of all the debts. However, the legislation does provide for some protection to limited partners
• A limited partnership can hold a Global Business Category One Licence (“GBL 1”)
• A limited partnership holding a GBL 1 must maintain at all times have a registered agent in Mauritius.
• A limited partnership registered in any other jurisdiction may migrate to Mauritius and be registered as a limited partnership or migrate to another jurisdiction, subject to the laws of that country
Profits and losses are attributed to the partners themselves who will be taxed according to their proportionate share of such profits and losses.
The LP holding a GBL 1 may elect to be taxed as a company, in which case it will be liable to tax at the maximum effective rate of 3% on its foreign sourced income.
The formation of a limited partnership requires one or more general partners and one or more limited partners. The name of the limited partnership should have the words “Limited Partnership”, the abbreviation “L.P” or designation “LP”. For a domestic partnership, an application must be made to the Registrar of Limited Partnership (the “Registrar”).
An application for a Global Business License (Category 1) must be made to the Financial Services Commission (“FSC”).
The certificate of registration from the Registrar of Limited Partnership state whether the limited partnership has legal personality or not.
Residence requirements of general partners and limited partners
A general partner and a limited partner may be resident, domiciled, incorporated and registered under the laws of Mauritius or any other country.
However, where there is not a Mauritius general partner, then the limited partnership is required to have a registered agent in Mauritius
The LP holding a GBL 1 must submit its audited financial statements within 6 months of its balance sheet date to the FSC. The Registrar may approve the use of a foreign currency for the preparation of the financial statements where it would provide a “more faithful view of the affairs of the limited partnership”.