The introduction of this new investment vehicle expands the array of options available in Mauritius for organizing private equity funds aimed at American and European investors targeting investments in Africa and Asia.

Key Advantages

Limited Partnerships (LPs) offer a beneficial framework for investors who prefer not to participate in the day-to-day management of their investment capital. LPs provide privacy advantages since the partnership agreement is not publicly accessible. More importantly, due to their tax-transparent nature, LPs are effective tools for tax planning. The look-through structure of an LP allows all earnings and losses to pass directly to the limited partners (investors), thus avoiding double taxation and making the LP a non-taxable entity in itself.

However, under Mauritius law, an LP can opt for a corporate personality instead of the default tax transparency. In this case, the LP's gains and losses are recognized at the LP level and subjected to LP-level taxation, similar to a corporation.

Flexibility is another significant benefit of using an LP. Unlike the standard provisions of Mauritius company law, which govern the management of a company, the administration of an LP is largely influenced by the terms of the private limited partnership agreement. This allows for maximum flexibility to meet investor demands and expectations.

For example, the partnership agreement can specify the type of business conducted, the partnership's duration, record-keeping requirements, contributions from limited partners, profit and loss distribution, return of contributions, and admission of new partners. This flexibility makes the LP functionally similar to a company's constitution but without the restrictive criteria of general company law.

Structure of LPs

A Mauritius LP consists of one or more general partners and one or more limited partners, similar to LPs in other jurisdictions. General partners manage the partnership and are financially responsible for it, while limited partners are passive investors, only liable up to their contributed amount and enjoying limited liability if they do not engage in the partnership's management.

Traditionally, LPs lack legal personality and operate through a general partner. However, Mauritius law innovatively allows LPs to form with or without legal personality, making its legislation modern and responsive to investors' needs. An LP with legal personality can enter into contracts and initiate legal proceedings under its own name.

Conditions for Obtaining a Global Business License

The Financial Services Commission (FSC) has outlined requirements for LPs seeking a Global Business License. These include:

At least one partner must be a Mauritius resident or a legal entity incorporated in Mauritius.

• The LP's registered agent must be a Mauritius resident.
• The LP must maintain its principal bank account in Mauritius.
• The LP must keep its accounting records and prepare audited financial statements in Mauritius.

These requirements ensure that the LP has a significant physical presence in Mauritius, enhancing its tax residency status and allowing it to benefit from Mauritius' extensive double taxation agreements.

Taxation

An LP's default tax status is tax transparency, meaning it is not subject to Mauritius income tax, and earnings are taxed at the partner level. If the LP elects corporate personality, it loses its tax-transparent status and is taxed at 15%. However, it may qualify for tax credits up to 80% of international income, resulting in an effective tax rate of 3%.

LPs are included in the definition of "person" under double taxation avoidance agreements, ensuring they receive the same benefits as partnerships. An LP is considered a resident in Mauritius if it maintains its seat there or if a partner resides there.

An LP electing corporate personality is treated like a corporation for tax purposes and can take advantage of double taxation avoidance agreements. To support Mauritius tax residency and access double tax treaty benefits, an LP must demonstrate significant economic presence and substance in Mauritius.

Statutory Requirements

The Registrar of Limited Partnerships in Mauritius maintains a central register for LPs, not publicly accessible if the LP holds a global business license. Financial statements must be filed with the FSC and audited if the LP has a Global Business License.

The return of a limited partner's capital requires certification of the LP's solvency by the general partner.

Conclusions

Mauritius LPs provide a familiar and attractive investment platform for US and European investors. As an economic gateway to Africa and Asia, Mauritius offers 46 double taxation avoidance agreements. The challenge will be to structure LPs in a tax-efficient manner in the jurisdictions where partnership assets are located.

This new vehicle is expected to become a preferred choice for fund managers and investors, especially those seeking tax-transparent structures, positioning the Mauritius LP as a competitive option for global investors.

This briefing is for informational purposes only and should not be construed as legal advice.