LIMITED PARTNERSHIP
The Limited Partnership Act which was enacted in 2011 and is an additional investment vehicle available in the Mauritius Financial Centre. It may be set up for a wide range of business activities which may be carried out both within and outside Mauritius.
A limited partnership ( LP) 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.
- 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.
- An application for a Global Business License must be made to the Financial Service Commission
- A general partner and a limited partner may be resident , domiciled , incorporated and registered under the laws of Mauritius or any other country
- 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 GBC 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”
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• 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 Licence• A limited partnership holding a GBL must maintain at all times 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
- Banking
- Financial Services
- Carrying out the business of holding or managing or otherwise dealing with a collective investment fund or scheme as a professional functionary
- Provision of registered office facilities; nominee service; directorship services; secretarial services or other services for corporations
- Providing trusteeship services by way of business
- May not hold immovable properties in Mauritius
- Minimum Shareholder: 1 Maximum Shareholders: 25
- Registered shares, preference shares, redeemable shares and shares with or without voting rights are permitted
- Par value or no par value shares may be stated in more than one currency
- Fractional shares are allowed
- Shares may be subscribed by nominees
- Shareholders may be individual or corporate
- Constitution not compulsory but can adopt a Constitution
- 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 GBC 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 sourced income
- No withholding tax on dividends
- No capital gains tax