Limited Partnerships

A Limited Partnership (LP) is a vehicle designed to bring flexibility in the corporate sphere. LPs having a legal personality are legal persons distinct from their members.

Overview

This means they can enter into contracts, own property, sue and be sued in their own names, making them much more flexible than a company structure. The structure of a company requires matters to be laid down by statute, whereas the constitution and governance of an LP are set out in the partnership agreement. This flexibility means that the LP partners are free to choose the structure which works best for them. 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



  • Main features

  • May be formed in Mauritius to carry on any lawful business in Mauritius or from within Mauritius with persons outside Mauritius, or both in Mauritius and from within Mauritius with persons outside Mauritius
  • Must have a partnership agreement which shall be binding upon the partners, setting out the affairs of the partnership and the conduct of its business
  • Can be set up with or without legal personality
  • Consists of one or more general partners and one or more limited partners
  • Unlimited liability of a general partner for the investors
  • The acts of the general partner in connection with the business of the LP binds the partnership
  • A limited partner cannot participate in the conduct or management of the business of the limited partnership and cannot transact the business of or execute documents for the limited partnership. Where the limited partner contravenes the above, he is liable as if he was the general partner in respect of all the debts. However, the legislation does provide for some protection to limited partners
  • If a limited partner is not involved in the management of the LP, the limited partner enjoys limited liability
  • Can hold a Global Business Category One Licence ("GBL 1"), Global Business Category Two Licence ("GBL 2") or be domestic
  • An application for a GBL 1 must be made if it is being managed and controlled from Mauritius
  • A limited partnership holding a GBL 1 or a GBL 2 must maintain at all times, a management company as its registered agent
  • Mobility

  • A limited partnership registered in any other jurisdiction may migrate to Mauritius and be registered as a limited partnership
  • A limited partnership formed in Mauritius may migrate to another jurisdiction, subject to the laws of that country
  • Taxation

  • Profit and losses are attributed to the partners themselves who will be taxed according to their proportionate share of such profits and losses
  • A LP holding a GBL 1 license may choose to be taxed as a company, in which case it will be taxed at the effective rate of 3% or less on its foreign sourced income
  • A LP holding a GBL 2 license may choose to be taxed as a company, in which case it will be tax exempt