Limited Partnership in Mauritius
A flexible and proven partnership structure for private equity, venture capital and international investments. Modern legal framework and tax transparency.
What is a Limited Partnership?
The Mauritian Limited Partnership (LP) is established under the Limited Partnerships Act 2011, modern legislation inspired by international best practices. The LP is based on a dual structure comprising one or more General Partners (GP), who manage the partnership and assume unlimited liability, and one or more Limited Partners (LP), who contribute capital and benefit from liability limited to the amount of their contribution.
This structure is universally recognised by institutional investors as the reference vehicle for private equity, venture capital, infrastructure and real estate funds. Investor familiarity with the LP format facilitates fundraising and reduces legal structuring costs.
The LP is one of the investment vehicles available in Mauritius and offers considerable flexibility: it can be formed with or without separate legal personality, it allows flexible profit and loss allocation between partners, and it benefits from a potentially transparent tax regime suited to the needs of international investors.
Features of the Mauritian Limited Partnership
The Limited Partnerships Act 2011 confers upon the Mauritian LP characteristics aligned with international standards, while offering specificities unique to the Mauritian jurisdiction.
Optional legal personality
The LP can be formed with or without separate legal personality. An LP with legal personality can hold assets in its own name, enter into contracts and bring legal proceedings. An LP without legal personality is a purely contractual structure, often preferred for its maximum tax transparency.
Limited liability for LPs
Limited Partners are only liable up to the amount of their contribution to the partnership (committed or actually paid). This protection is guaranteed as long as the Limited Partner does not participate in the management of the LP's affairs, in accordance with the provisions of the law.
Governance by the General Partner
The GP is responsible for the day-to-day management of the LP and for making investment decisions. The GP is often structured as a limited liability company (GBC or domestic company) to protect the individuals involved in management.
Flexible profit distribution
The Limited Partnership Agreement (LPA) freely defines the terms of profit and loss allocation between the partners. This flexibility allows the structuring of carried interest, preferred return and distribution waterfall mechanisms tailored to industry practices.
Who is the Limited Partnership suited for?
The Mauritian LP is suited to a wide range of investment strategies and commercial configurations:
- Private equity: buyout funds, growth equity funds, turnaround funds targeting Africa, Asia or emerging markets
- Venture capital: financing of startups and growth-stage companies, with progressive capital calls
- Real estate: real estate investment vehicles exploiting opportunities in Africa or the Indian Ocean
- Infrastructure: funds dedicated to infrastructure projects (energy, transport, telecommunications) on the African continent
- Co-investments and joint ventures: ad hoc structures between partners wishing to invest together in a specific project, with contractually defined governance
- Debt funds: private credit vehicles providing direct financing to emerging market companies
Advantages of the Mauritian Limited Partnership
Tax transparency
The Mauritian LP may benefit from transparent tax treatment (pass-through), thus avoiding double taxation at the fund level and then at the investor level. Income and gains are attributed directly to the partners and taxed in their respective jurisdictions of residence. This treatment is particularly advantageous for exempt institutional investors (pension funds, sovereign wealth funds, charitable organisations) who thus retain their privileged tax status.
Contractual flexibility
The Limited Partnership Agreement (LPA) is a private law contract whose content is very largely determined by the parties. The economic mechanisms (distribution waterfall, hurdle rate, carried interest, clawback), governance rules (advisory committees, LP veto rights, key person provisions) and exit conditions are contractually defined with great freedom.
Familiarity for international investors
The LP format is the global standard for private equity and venture capital funds. Institutional investors (institutional LPs, funds of funds, family offices) are familiar with this structure, which facilitates fundraising and reduces legal due diligence costs for potential subscribers.
Access to the treaty network via the GP
When the General Partner is structured as a Mauritian GBC holding a tax residence certificate (TRC), investments made by the LP may benefit, under certain conditions, from the Mauritian double taxation avoidance agreement network and the favourable Mauritian corporate tax framework. The analysis must be conducted on a case-by-case basis depending on the specific treaties and investment jurisdictions.
Modern legal framework
The Limited Partnerships Act 2011 is recent legislation designed to meet the needs of international fund managers. It draws on best practices observed in reference jurisdictions (United Kingdom, Jersey, Cayman, Delaware) while being adapted to the Mauritian regulatory context.
Types of Limited Partnerships in Mauritius
LP with legal personality
An LP with legal personality is a distinct entity from its partners. It can hold assets (real estate, shareholdings, bank accounts) in its own name, enter into contracts and be party to legal proceedings. This format is often chosen when the fund invests directly in assets (shares, real estate) and wishes the title of ownership to be registered in the LP's name.
LP without legal personality
An LP without legal personality is a purely contractual structure. Assets are held by the General Partner on behalf of the partnership. This format is preferred for maximising tax transparency and simplifying the structure, particularly when the GP is a Mauritian entity with the legal capacity to hold assets.
Registered LP vs Exempt LP
Mauritian law distinguishes between registered LPs, which are subject to the full range of reporting and record-keeping obligations, and exempt LPs, which benefit from lighter obligations under certain conditions. Exempt LP status is generally reserved for structures meeting specific criteria defined by law, particularly in terms of the number of partners and the nature of the activity.
Forming a Limited Partnership in Mauritius
Registration of a Mauritian LP follows a process governed by the Limited Partnerships Act 2011. Sunibel Corporate Services supports fund promoters at every stage.
Structuring and drafting the LPA
Definition of the investment strategy, structuring of the GP (Mauritian or foreign company), drafting of the Limited Partnership Agreement covering economic mechanisms, governance, capital calls, distributions and dissolution conditions.
Incorporation of the General Partner
If the GP is a Mauritian company (GBC or domestic company), incorporation with the Registrar of Companies. Collection of KYC documents for the GP and its directors. The GP must demonstrate the competence and experience necessary to manage the fund, as well as meet economic substance requirements.
Registration of the LP
Filing of the registration application with the Registrar of Companies, together with the LPA and the required information on the partners. Obtention of the registration certificate. Timeline: 5 to 10 business days.
FSC licence (if applicable)
If the LP is used as a collective investment vehicle, application for an FSC licence (CIS or CEF). Preparation of the Private Placement Memorandum (PPM), service agreements and compliance file. Timeline: 6 to 12 weeks.
Operational set-up
Opening of bank accounts, implementation of reporting systems, first capital call and deployment of investments. Ongoing administration provided by the Management Company.
LP, VCC or PCC: which structure to choose?
The choice of vehicle depends on the nature of the strategy, the investor profile and tax considerations. The table below compares the three main fund structures available in Mauritius.
| Criterion | Limited Partnership | VCC | PCC |
|---|---|---|---|
| Tax transparency | Yes (pass-through possible) | No | No |
| Variable capital | N/A (contributions) | Yes | No |
| Asset segregation | No | Via sub-funds | Yes (cells) |
| Carried interest | Standard structure (GP/LP) | Via share classes | Via contractual arrangements |
| Closed-end funds | Reference structure | Possible but less common | Possible |
| Open-ended funds | Less suited | Reference structure | Possible via cells |
| Familiar investors | PE, VC, institutional | Open-ended funds, hedge funds | Insurance, platforms |
This comparison is provided for indicative purposes. The choice between LP, VCC and PCC depends on numerous factors specific to each project. Contact us for a personalised analysis.
Frequently asked questions about the Limited Partnership
Structure your fund as a Limited Partnership
As an FSC-licensed Management Company, Sunibel Corporate Services supports you in the formation and administration of your Limited Partnership in Mauritius.
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