A Limited Partnership (LP) is a vehicle designed to bring flexibility in the existing Mauritius corporate sphere. An LP is significantly more attractive than a company for investment vehicles such as private equity funds and joint ventures. An LP may be set up for a wide range of lawful business activities which may be carried out both within and outside Mauritius.

An LP may apply for a Global Business Licence in order to take advantage of the tax credit under the network of Double Taxation Avoidance Agreements and Investment Promotion and Protection Agreements that Mauritius has entered into with various countries. In considering such application, the Regulator shall have regard to whether the conduct of business will be or is being managed and controlled from Mauritius.

Salient features of an LP:

  • Can elect to have a legal personality upon registration or at a later stage
  • Must have at least one General Partner resident in Mauritius and one or more Limited Partners
  • Must have a registered agent in Mauritius
  • Migration from or to another jurisdiction is possible
  • Existence is successive until dissolution
  • Rights of partners are largely determined by the partnership agreement
  • The General Partners are jointly and severally liable for the LP’s debts and obligations and the Limited Partners are liable up to the amount they have committed to contribute
  • Must prepare financial statements within 6 months of its balance sheet date
  • Auditing of financial statements is optional unless the LP holds a Global Business Category 1 licence

Taxation

Tax efficiency is the prominent characteristic of the new legislation. An LP is not prima facie liable to tax (irrespective of whether or not it elects to have legal personality). Each partner will be liable to tax on its share of the income in the LP. In respect of any foreign source income, the actual liability to tax will attach only to any Mauritius tax-resident partners.

Further, an LP holding a Category 1 Global Business licence may opt to be treated as a legal personality and thus be liable to tax applicable to Global Business companies. An LP is eligible to benefit from DTAs and the foreign deemed tax credit of 80% on foreign source business income thus reducing the payable tax rate to 0 – 3%.

Advantages of setting up a Limited Partnership

  • Easier to set up as the requirements are minimal as compared to companies
  • The rights of the partners are mainly governed by the partnership agreement rather than strict requirements of the Companies Act
  • Greater management flexibility through the partnership agreement as management and control remains in the hands of the General Partners

Uses of Limited Partnership

  • Limited Partnerships are often a preferred structure for attracting investment as investors’ risks are limited to the amount of their investment only. Limited partners share no liability for the business’ debts or liabilities
  • Limited Partnerships are also used to limit tax liability. The Limited Partnership can opt to have a neutral tax position in Mauritius. Therefore, the partners are taxed on their share of the income in the Limited Partnership
  • Limited Partnership structure is used to avoid the double taxation
  • Limited partnerships also provide a means for shielding individuals from debts, bankruptcy or lawsuits sometimes associated with investments. Thus, limited partners can put their money to work without worrying that their homes or other assets might be jeopardized
  • General partners who want to maintain control over their business sometimes use a limited partnership for its flexible ownership structure

Central control & management from Mauritius’ is established if:

  • At least one Partner of the LP is:
    • (i) resident in Mauritius, where the partner is a natural person; or
    • (ii) incorporated, formed or registered under the laws of Mauritius, where the partner is not a natural person
  • The Registered Agent of the LP is resident in Mauritius
  • The LP will maintain or maintains at all times its principal bank account in Mauritius
  • The LP will keep and maintain or keeps and maintains, at all times, its accounting records at its registered office in Mauritius
  • The LP prepares or proposes to prepare its statutory financial statements and causes or proposes to have such financial statements to be audited in Mauritius

Government fees for Limited Partnership

Setting Up

Types of partnership Annual fees
USD
Setting up
USD
Small limited partnerships 70 70
Foreign limited partnerships 300 300
Any other limited partnerships 200 200
LP with a Global Business Licence 100 120

For a GBL 1 or GBL2 licence, refer to the relevant section.