Limited Partnership

Limited Partnership (LP) is a non-conventional corporate structure enabling investors to limit their liabilities when investing in a pool of funds.

Under the Mauritian regime, LP consists of a general partner who is responsible for the daily management, and one or more limited partners.

LP is governed by the Limited Liability Partnership Act 2016 (LLP Act). The LLP combines features of both a company and an LP. It can be used to offer professional or consultancy services including legal services under a Global Legal Advisory Services Licence issued by the Financial Services Commission (FSC), and engage in such other activities as may be prescribed.

Foreign LLPs can register and continue as LLPs in Mauritius, as authorised by the LLP Act. Such registration will neither affect the identity constituted by the foreign LLPs nor the properties, rights and obligations held by them.

Similarly, Mauritian LLPs can move to other jurisdictions. It is also noteworthy that the LLP Act provides for the conversion of existing entities (bodies corporate or unincorporated bodies) to an LLP.

Furthermore, LLPs holding a Global Business Licence can benefit from the wide range of Double Taxation Avoidance Agreements (DTAAs) and Investment Promotion and Protection Agreements (IPPAs) that Mauritius has with several other countries. This is incremental to position Mauritius as a leading International Financial Centre and encourage investment in the country.

Each LLP shall have at least two partners and a Manager. The Manager of the LLP shall be a person qualified to be a Secretary under the Companies Act 2001 and be responsible for:

  1. guiding the partners on their duties and obligations under this Act;
  2. ensuring that minutes of meetings of partners are taken;
  3. ensuring that proper filing is done with the Registrar and the latter is notified when this is required under this Act; and
  4. ensuring that the financial summary of the LLP is prepared on time.

The LP structure may choose to be tax transparent whereby the partners elect to pay the taxes on their income received.
 

Uses of LPs:

  • Private equity and venture capital schemes
  • Collective Investment Schemes and Closed-ended Funds
  • Joint ventures
  • Holding of property interests
  • Estate planning
  • Asset protection
  • Tax and financial planning

 

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