Mauritius is a fast-growing international financial centre for structuring specialised licenses which are used for investments by worldwide investors. With broad industry experience and a deep understanding of M&A opportunities in Africa, our dedicated specialists handle efficiently the structuring of your company to help you set up and structure your Funds, Family Office, Private Equity, Special Purpose Acquisition Company (SPAC), Asset Management among other products through specialised licenses.
Funds and Financial Institutions
We offer a full range of administration, accounting and investor relations services to private equity funds, hedge funds and other regulated entities.
In Mauritius, funds are typically structured as investment companies, limited partnerships or protected cell companies. Under the Securities Act 2005, funds operate as either open-ended or closed-end funds and are licensed according to their investment objectives and target investor profile.
A Mauritian fund can be self-managed by its board of directors or can appoint a CIS Manager in Mauritius or in a foreign jurisdiction, subject to the approval of the Financial Services Commission.
CIS Manager
Funds often choose to incorporate a CIS Manager in Mauritius in order to manage the Fund, although this is not compulsory.
In considering the application for a CIS Manager license, the FSC shall look at the details of the key officers of the company and the persons responsible for the management of portfolios, including the operating manuals.
Protected Cell Company
A GBL can be structured in the form of a Protected Cell Company (PCC). The PCC is a legal structure made up of cellular and non-cellular assets. It provides legal segregation of assets attributable to each cell of the company whether owned by individuals or body corporate. The PCC offers a wide range of applications as set out under Protected Cell Companies (Amendment of Schedule) Regulations 2005.
Limited Partnership
A Limited Partnership is a blend of partnership with a private limited company. It gives owners the flexibility of operating as a partnership while having a separate legal identity. A Limited Partnership requires at least one General Partner ("GP") and one Limited Partner ("LP"). The GP is the deciding body of the Limited Partnership and has the authority to conduct and manage the business and affairs of the Limited Partnership and exercise all its rights, powers and authority. The GP is personally liable for partnership debts. The LP's liability is limited to the capital contributed or agreed to be contributed in the Limited Partnership and cannot execute documents on behalf of the Limited Partnership nor bind the Limited Partnership. A Limited Partnership can also apply for a Category 1 Global Business License.
Advantages of the Limited Partnership entity compared to other structures:
Limited Partnerships are tax transparent vehicles, i.e. the partners are liable to income tax on their share of income from the Limited Partnership. The Limited Partnership, however, may opt to be liable to income tax on its taxable income.
• The liability of the LPs is limited to the amount which they have contributed to the Limited Partnership.
• The liability of the LPs is limited to the amount which they have contributed to the Limited Partnership.
• The day-to-day duties and responsibilities of the Limited Partnership are dealt by the GPs with minimal intervention from the LPs.
• The LPs rank pari-passu in respect of their return of their contributions.
Investment Advisor
The Securities Act 2005 also allows for Investment Adviser companies to be set up and licensed in Mauritius. There are two categories of licenses, Investment Adviser (Restricted) which allows the provision of investment advisory services only and Investment Adviser (Unrestricted) which allows a company to advise and manage portfolios and securities. Holders of Investment Advisor license are regulated by the FSC.
In order to obtain an unrestricted license, the investment adviser shall provide sufficient justification to the FSC as to the competence of the persons who will be responsible for investment advice and the management of portfolios.
Asset Management
We offer a full range of administration, accounting and investor relations services to an Asset Management Company. An asset management company can be typically structured in the form of a GBL and must apply for a specialized license from the FSC to operate.
Family Office
We offer a full range of administration, legal and accounting for the setting up and running of a family office. A Family Office can be typically structured in the form of a GBL and must apply for a specialized license from the FSC to operate.
IBC (Seychelles Company) & BVI Company
We provide facilities in setting up a company in Seychelles or in the British Virgin Islands
(BVI). We offer administration, accounting and directorship services to the IBC/BVI
company.
Mauritian Freeport Company
A Mauritian Freeport Company can be set up as a Mauritian domestic company operating with a Freeport licence. A Mauritian Freeport Company has significant fiscal advantage as well as gain commercial edge for export/import business. Those are namely:
• Zero corporate tax
• No custom duties on imports of raw materials/goods
• Reduced port handling charges for re-export
• Integrated logistics facilities
• Access to preferential market conventions such as SADC/COMESA, AGOA, EU/EPA
• For category Freeport Operators (manufacturing), up to 5% of their annual turnover can be sold on the local market, subject to the approval of the Board of Investment, but profits will be taxable at local rates. For all other types of Freeport Operators, up to 50% of the value of goods exported or 50% of their annual turnover of services can be sold/provided on the local market, subject to the approval of the Board of Investment, but profits will be taxable at local rates.
• No minimum capital for investment Access to preferential market conventions such as SADC/COMESA, AGOA, EU-EPA
• Free repatriation of profits
• Banking facilities