The Limited Partnerships Act 2011 of Mauritius (the “LP Act”) came into force on 15 December 2011 and introduced a new legal entity – the limited partnership - to the panoply of vehicles through which business can be carried out in the Mauritius International Financial Centre. The introduction of the new Mauritius Limited Partnership makes available a recognisable and flexible vehicle to US and European private equity funds which use Mauritius as a portal to access the investment opportunities of the African and Asian markets. The availability of the Mauritius Limited Partnership thus consolidates Mauritius’ position as an international financial centre of choice.

SALIENT FEATURES OF THE MAURITIUS LIMITED PARTNERSHIP

The LP Act has been inspired from the limited partnership legislation in other global business jurisdictions, so that many of its provisions will be familiar to those investors involved in the global financial services industry, especially those investors from the US and from European jurisdictions. Salient features of the limited partnership structure include:

  1. The Mauritius Limited Partnership can elect whether to have legal personality or not and, if has not done so, it can elect to do so at a later stage with the consent of the Registrar. A Mauritius Limited Partnership which elects to have legal personality can, inter alia, be sued in its own name, enter into contracts and own property, thus making it a viable alternative to a company structure.
  2. The Mauritius Limited Partnership must have one or more general partners and one or more limited partners.
  3. Unlimited liability of a general partner for the debts and obligations of the Mauritius Limited Partnership (subject to any indemnity in the partnership agreement).
  4. Limited partners are only liable to the extent of their agreed contributions, unless they participate in the man- agement of the Mauritius Limited Partnership, in which case, they may lose the benefit of the limited liability.
  5. The acts of the general partner in connection with the business of the Mauritius Limited Partnership bind the partnership.
  6. A Mauritius Limited Partnership which has elected to have legal personality can apply for a category 1 global business licence (“GBL1”), subject to fulfilling the requirements imposed by the Mauritius Financial Services Commission (the “FSC”). A Mauritius Limited Partnership holding a GBL1 must have a registered agent in Mauritius.
  7. A Mauritius Limited Partnership 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. Such a Mauritius Limited Partnership will also be able to access the variousdouble taxation agreements which Mauritius has entered into.
  8. A Mauritius Limited Partnership only needs a partnership agreement and does not need to have a constitution in place. This can help streamline the setting-up / registra- tion of the investment vehicle and does away with the administrative aspects of adopting a constitution.
  9. Under the Mauritius Limited Partnership structure, a partnership agreement may, to the extent specified in such agreement, provide rights to any person, including a person who is not a party to the partnership agreement.
  10. Foreign limited partnerships can elect to migrate to Mauritius, and Mauritius Limited Partnerships can elect to migrate to foreign jurisdictions.
  11. The Mauritius Limited Partnership has unlimited capacity thus removing ultra vires concerns. Any third party deal- ing with the Mauritius Limited Partnership shall not be under any duty to enquire whether internal procedures have been complied with at the level of the Mauritius Limited Partnership when entering into contracts with that Mauritius Limited Partnership.

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