Mauritian Limited Partnerships: what are those?
A Mauritian Limited Partnership is a combination of features found in a company and a partnership. Owners are allowed to operate as a partnership with a separate legal personality. Thus, it offers a flexible vehicle that is ideal to conduct investment and funding activities, but it is also suitable for professionals such as lawyers, accountants and consultants. Limited Partnerships (LPs) are allowed to carry out any lawful business, in accordance to its partnership agreement, in Mauritius or from within Mauritius with individuals both in and outside the island. They are governed by the Limited Partnership Act 2011 and the Financial Services Act and Securities Act. Partners of Limited Partnerships A Limited Partnership must have at least one General Partner (GP) and one Limited Partner (LP). A person can be both a GP and LP at the same time. A partner may not be removed unless the ability to do so is stipulated in the partnership agreement. General Partner The GP can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere, He is the agent of the Limited Partnership and his acts are binding upon the Limited Partnership, and He invests capital, manages the business and is liable for obligations and debts for partnership debts without any limitation. Limited Partner The LP can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere, The LP benefits from limitation of its liability to the capital contributed or agreed to be contributed to the LP, The LP has no right to execute documents or take any decisions whatsoever in the partnership, He cannot participate in the conduct and management of the partnership and He not personally liable for the debts of the partnership beyond his capital contribution. What are the key features of Limited Partnerships? LPs can choose to have a legal personality or not at any time, There are no restrictions on the number of partners, The name of the LP must end with the words “Limited Partnership”, or “L.P.”, or “LP”, The LP must have a registered agent in Mauritius, unless one General Partner is a resident of the country, General Partners are equally responsible and liable for the debts and obligations of the LP but the limited partners are only liable to the extent of their agreed contributions, unless they participate in the management of the LP, LPs must have a relationship agreement, LPs must maintain a register of partners, account of the capital contributions and returns, accounting records, minutes of meeting of the GPs and copies of all statutory documents, Financial statements must be filed with the registrar unless the LP holds a global business licence, in which case, the financial statements are filed with the FSC. LPs must have a registered office in Mauritius. However, this may not be its principal place of business.
Setting up a company in Mauritius: the different types and statutes possible
Mauritius is attractive to investors and businesses for many reasons, amongst which is its business climate. Indeed, successive governments have worked to provide investors with an environment conducive to the expansion of their activities abroad. A welcoming, dynamic and stable country, it is a source of marvel and astonishment to the professionals, pensioners and entrepreneurs who have chosen to settle there. Here is what you need to know about the different types and statutes possible and an overview of the central partner for the procedures to be completed: the Economic Development Board Mauritius. Business creation in Mauritius: the different types The “Companies Act 2001” regulates the different types and categories of companies that can be established in Mauritius. As a foreign investor, you have the right to create: A “One person company”: this is a compulsorily private, one-person company made up of a single partner (a natural person). This partner will be the one and only manager of the company, once created. A “Private company”: this is a private company that does not have the right to use public savings. The number of partners must be less than 25. A “Public company”: this is a public company that can use public savings and whose number of partners is unlimited. An Offshore Company: this is a type of company specially adjusted for the offshore and divided into two categories, the Global Business Company and the Authorised Company. Setting up a business in Mauritius: the different legal statutes By choosing to set up a company in Mauritius, the foreign investor has the possibility to choose between three legal statutes: The Company (Limited Liability by Share). Here, the liability of shareholders is limited to the amount of their contribution to the company. The Company “Limited by Guarantee” (Limited Liability by Guarantee). Here, the liability of each partner is limited to the amount of the guarantee which he undertakes to contribute in the event of the liquidation of the company. The Limited Liability Company by Share and by Guarantee. This refers to a merger of the first two statutes, “Limited by shares” and “Limited by Guarantee”. How Fast can a company be set up in Mauritius? A domestic company limited by shares can be set up in as fast as 48 hours. Role of the Economic Development Board Mauritius in the creation of companies in Mauritius Its vision: create a sustainable high-income economy for all citizens through economic planning and development Its mission: to achieve the aim of the Mauritian economy through strategic economic planning and development The Economic Development Board of Mauritius (EDB, replacing the BOI) is a merger of the Board of Investment, Enterprise Mauritius and the Financial Services Promotion Agency. It is a body operating under the aegis of the Prime Minister’s Office and has a role in economic planning, investment, development and investment facilitation in Mauritius. Its main objective is to help the country achieve a high-income status through sustainable and inclusive growth while ensuring economic independence.
Investing in Mauritius by creating a domestic company
If you wish to start a business on the island of Mauritius, a domestic company is the most appropriate solution, provided the necessary permits are obtained. The domestic company, which can subsequently be transformed into GBCL, benefits in all cases from a stable, solid and dynamic environment. The domestic company is the most common type in Mauritius; also, it makes it possible to conduct a commercial activity within the country and/or abroad. Its particularities are: Similarly to other types of businesses, it is governed by the “Companies Act 2001” and the “Business Registration Act 2002”. Incorporation of the company may occur in the absence of the shareholders. The name of the domestic company ends with “Limited” or “Ltd.”, referring to the limitation of the liabilities of the shareholders. with regards to their capital contribution to the company. No minimum capital required. No mandatory written Statute (Constitution). It is possible for investors to set up a domestic company to obtain an investor visa and, in such a case, the investor is required to pay 100,000 USD (approximately 89,500 euros) to the company’s current account. The investor may hold all the shares in the capital of the company. If the investor is a resident of Mauritius and has an annual turnover of less than Rs. 6,000,000 (approximately EUR 150,000), he is not required to appoint a Mauritian secretary or director. If the investor is not a resident of Mauritius, he must appoint at least one Mauritian director to be a member of the Board of Directors. 15%: this is the VAT on the turnover generated in Mauritius. Profits are taxed at only 15%. When the investor pays himself a salary, the latter will be exempt from Social Security contributions, however, it will be taxable at source, at 15%. Income exceeding Rs. 3,500,000 (approximately EUR 87,500) is taxed at 5 %. As a tax resident of Mauritius, the investor is exempt from capital gains taxes and inheritance taxes on its assets. Up to Rs. 6 000 000 (approximately EUR 150 000) of turnover generated abroad is exempt from VAT. Incorporation of the domestic company The investor or a professional representative can undertake the procedures to incorporate the domestic company at the Registrar of Companies, located in Port-Louis, the capital city of the island: Reservation of the name of the company is free and paid if the reservation of the name postponed (7 days maximum after incorporation), If the investor wants a “Constitution”, the document must be endorsed by a Mauritian lawyer, notary or solicitor who will issue a certificate of legality. Provide only original and signed documents Allow 2 to 3 working days between the submission of the complete application and the receipt of the certificate of incorporation. Documents to provide: Passport if the investor is a foreign national, National identity card if the director or shareholder is a citizen of Mauritius, Proof of residence of less than 3 months if the director is a Mauritian or a Mauritian resident Incorporation costs The costs amount to Rs. 3,200 + Rs. 200 for the “summary of the file”.
