Corporate Services
Our team of experienced and dedicated professionals have extensive experience and technical knowledge to guide our clients through the process of setting up the right legal entity in an efficient and effective manner whilst explaining clearly the regulatory and legal requirements along the way.
We work closely with our clients to develop tailored corporate solutions and provide a service that is consistent, reliable and client focused.
We assist in the incorporation of the following corporate structures:
Global Business (“GB”) is a regime available in Mauritius for resident corporations proposing to conduct business outside Mauritius.
Resident Corporations opting to be regulated as GB companies shall apply for a Global Business Licence (“GB Licence”) through a Management Company (“MC”) which is a service provider whose duty is to set up, manage and administer GB companies.
GB companies are considered resident in Mauritius for tax purposes and are subject to tax along with being eligible for benefits under the Double Taxation Avoidance Agreements (tax treaties) between Mauritius and other countries.
To benefit from those tax advantages, the holder of a GB Licence must apply for a country-specific Tax Residence Certificate (“TRC”) or a general TRC issued by the Mauritius Revenue Authority (“MRA”).
GB companies are subject to a tax rate of 15% on their income. However, they have the option of either claiming foreign tax credit against their Mauritius tax liability, or a partial exemption of 80% on certain income subject to meeting the substance conditions. No actual foreign tax credit is allowed on foreign-source income if the GB company has claimed the 80% exemption.
Resulting the GB company to pay tax at an effective maximum rate of 3% on its chargeable income in Mauritius.
In order to be deemed to have adequate substance in Mauritius, among other requirements a GB company must:
- be ‘managed and controlled’ from Mauritius and have its place of effective management in Mauritius
- perform its ‘core income-generating activities’ (“CIGA”) in or from Mauritius and incur a minimum level of expenditure that is proportionate to its level of activities
- be administered by an MC in Mauritius.
Additional tax advantages which have been conferred to GB companies are:
- There are no capital gains tax, and no withholding tax on payment of dividends, interests or royalties.
- No stamp duties or capital taxes.
- No inheritance tax.
| VITAL INFO | |
|---|---|
| Stated capital | Depending on the licensed activities, there are minimum capital requirements |
| Directors | At least two directors resident from Mauritius. |
| Corporate Secretary | Mandatory; Mauritius resident |
| Bank | Maintain, at all the times, its principal bank account in Mauritius |
| Registered office | In Mauritius Company seal, constitutive documents, minutes, registers, due diligence documents, accounting records and agreements are maintained here. |
| Accounts | Be prepared, audited in Mauritius and filed with the FSC. |
| Tax returns | Required to be filed with the MRA |
| Tax Residence Certificate | To benefit from tax advantages under the tax treaties, the GB company must apply for a country-specific TRC or a general TRC. The GB company is subject to a tax rate of 15% on their income, however it can claim a partial exemption of 80% on certain income subject to meeting the substance requirements. |
A holder of a GB licence conducts business outside Mauritius and where the conduct of the activity is subject to an additional licence, the GB company is required to seek the appropriate licence, authorisation, permission or consent (“Activity Licence”).
Under the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 (the CIS Regulations), investors have the possibility to select the type of Alternative Investment Funds (“AIFs”), whether CIS or CEF, that best suits their profile, risk tolerance and return objective.
1. Collective Investment Scheme (“CIS”)
A CIS is often referred to as an Open-Ended Fund and will be incorporated under the laws of Mauritius as a Private Company or Public Company with limited liability by shares.
To operate as a CIS, the licensed GB company will also have to seek authorization from the FSC to obtain an Activity Licence.
The aim is to pool capital from accredited investors or institutional investors and to infuse such funding in a variety of assets, with complex portfolio-construction and risk management techniques thus diversifying its investment risk and at the same time ensure an absolute return objective.
CIS (Expert Fund)
A CIS (Expert Fund) is normally an Open-ended Fund and will be incorporated under the laws of Mauritius as a Public Company with limited liability by shares.
A CIS (Expert Fund) whose shares or interests are only offered to Expert Investors, ie, investors who make an initial investment, for their own account, of no less than USD100,000, or Sophisticated Investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
A CIS (Expert Fund) is set up mainly to invest in portfolios of securities, or other financial assets, real property or non-financial assets, subject to the approval of the FSC. It has, as its principal feature, an obligation to redeem the investors’ shares at their request (at a price corresponding to the net asset value of that participant’s investments).
CIS (Protected Cell Company)
(applicable for both CIS & CEF)
A Protected Cell Company (“PCC”) is a master fund and a single legal entity comprising a core cell and several non-core cells. PCC allows segregation of risks as well as the assets and liabilities of each cell and are hence legally protected from the failure of the other non-core cell.
PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are widely used by CIS and CEF, insurance businesses, external pension schemes and private equity companies for the following main reasons:
– An indefinite number of cells can be established;
– Simplifies administration and reduces the costs of operation;
– Regulatory compliance is for one legal entity, and
– Ring-fencing of risks and losses, among others.
The PCC allows for more security and flexibility for international investment structuring.
A PCC may be set up as a newly incorporated entity, conversion of an existing company into a PCC (provided the Constitution of company authorizes the conversion) or continuation of a company incorporated in a foreign jurisdiction being registered as a PCC to conduct activities in Mauritius, provided it satisfies the requirements as prescribed in the Companies Act 2001 and the Protected Cell Companies Act 1999.
Global Scheme
A global scheme is mostly suited for a CIS targeted at retail investors (an individual or non-professional investor). The FSC may grant an authorisation for a global scheme provided that the CIS holds a GB Licence, appoints a CIS administrator which has a place of business in Mauritius and provides such information and documentation that the FSC may request.
The Global Scheme is AIFs which are essentially accessible to the public.
The Global Scheme is a fully-regulated fund and is subject to investment restrictions and investment practices as laid down in the Securities (Collective Investment Schemes and Closed-end Funds) Regulation 2008.
Such scheme is also subject to frequent reporting obligations.
Professional CIS
(applicable to both CIS & CEF)
A Professional CIS is a CIS whose shares or interests are offered by way of private placement or only to sophisticated investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
Specialised CIS
(applicable to both CIS & CEF)
Specialised CIS invests in high-risk or illiquid assets such as real estate, derivatives, digital assets, commodities or other product subject to authorization of the FSC.
2. Closed-End Fund (“CEF”)
A CEF is a typical vehicle which will be incorporated under the laws of Mauritius as a Private Company with limited liability by shares.
A CEF is an arrangement or a scheme which, as opposed to a CIS, has no obligation to redeem an investor’s shares at their request, ie, CEFs are characterised by the fact that investors do not have control on when and how they exit the Fund.
Like CIS, CEFs are formed to invest funds in a portfolio of securities or in other financial or non-financial assets, or real property, subject to the approval of the FSC.
A CEF is where funds are pooled from investors who have committed to the Fund. CEF are the preferred fund structure for private equity funds and are set up for different purposes, sectors, and geographical regions, with a limited life and liability, enabling the Fund Manager or Investment Advisor to apply the funds, develop investees, create the ESG impact, exit and provide a return to the investors.
| VITAL INFO | |
|---|---|
| Fund | A Fund is an entity whose business is to invest mainly in securities by diversifying investment risk and giving its investors the advantage of a management team to manage the pooled funds. |
| Open-End Fund | It has variable capital where investors are permitted to redeem their shares at predetermined times, according to the constitutive documents. The Net Asset Value (“NAV”) would be calculated based on an agreed period by the Fund normally it would be daily, weekly, monthly or fortnightly. |
| Closed-End Fund | It would have a fixed capital commitment. Investors would not have the right to call for their shares to be redeemed by the fund. The fund may have a limited life after which the assets are distributed to investors upon dissolution. |
| Incorporation requirements | Approval by the FSC is required before commencing any business. First, the following information should be submitted to the FSC:
Then, FSC will review the application pack and if in order, they will issue an ‘in principle’ approval to enable all constitutive documents be finalised and the Fund be incorporated. The draft Constitutive documents to be sent to the FSC are as follows:
|
| Fund Manager | A Mauritius GB company (required for an open end fund) or as a licenced fund manager in an equivalent jurisdiction. The licence of a CIS Manager states that it shall be engaged solely in the business of management of CIS, unless otherwise authorised. The Mauritius Fund Manager vehicle can be set up with a CIS manager (obligatory for open-end funds, optional for closed-end funds) or an Investment Adviser (Unrestricted) licence. The Investment Adviser (Unrestricted) licence specifies that the Fund Manager will be authorised only to manage, under a mandate, portfolios of securities and give advice on securities transactions through printed materials or any other means. |
An Authorised Company (“AC”) is by definition a company incorporated under Mauritius law and must seek the AC authorisation from the FSC where:
i. the majority of its shares, voting rights or legal or beneficial interest is held or controlled by non-citizens of Mauritius;
ii. it conducts business principally outside of Mauritius or with prescribed categories of persons; and
iii. its place of effective management is outside of Mauritius, whereby:
-the strategic decisions relating to the core income generating activities of the AC are taken outside of Mauritius; and
-either the majority of its board meetings are held outside of Mauritius or the executive management of the AC is regularly exercised outside of Mauritius.
| VITAL INFO | |
|---|---|
| Stated capital | Depending on the licensed activities, minimum capital is recommended |
| Directors | Minimum of one director required Corporate Directors are allowed Majority of directors have to be outside Mauritius and board meetings should be convened outside of Mauritius to demonstrate that strategic decisions are being taken outside of Mauritius |
| Secretary/Registered Agent | Corporate Secretary is optional Resident Registered Agent is an obligation |
| Bank | Maintain, at all the times, its principal bank account in Mauritius |
| Registered office | In Mauritius Company seal, constitutive documents, minutes, registers, due diligence documents, accounting records and agreements are maintained here. |
| Activities | AC is a type of vehicle typically used for entrepreneurial companies and for international trading, private asset holding and consulting activities. It cannot carry out banking, financial services, investment funds and nominee services. |
| Accounts | Be prepared, audited not required and a yearly financial summary be filed with the FSC. |
| Tax returns | Required to be filed with the MRA |
Trusts
Trusts are established under the Trusts Act 2001 as charitable, discretionary or purpose trusts. There is a legal agreement between the settlor and trustees. The structure operates so that the trustees hold the property, value and assets in the Fund for the benefit of other certain (identified) parties. This structure creates a binding obligation in the trustees to act in accordance with the terms and obligations of the trust and as fulfill certain fiduciary duties to act in the best interests of the beneficiaries. Trusts do not have a legal personality. The creation of a trust does not require registration or incorporation, but it must be authorised by the FSC. No corporate filings are required, and a trust can be structured as a non-resident trust which is not liable to tax in Mauritius.
| VITAL INFO | |
|---|---|
| Trust Creation | A trust can only be created by an instrument in writing which should state its object, subject, intention and duties and powers of the trustees. |
| Written documents | Will generally take two forms: Settlement: to be entered and signed by both the settlor and the trustee. Declaration of Trust: is entered and executed by the trustee only. |
| Types of Trust | Discretionary Trust
Charitable Trust
Purpose Trust
Revocable and Irrevocable Trust
|
| Uses of Trust |
|
| Duration |
|
| Registration |
|
| Trustee |
|
| Settlor |
|
| Protector |
|
| Beneficiary | A beneficiary of trust is the individual or group of individuals for whom a trust is created. The right of a beneficiary generally depends on the type of trust and state laws. |
| Letter of wishes | A Letter of Wishes allows the Settlor of a discretionary trust to indicate to their Trustees, who they would like the trust fund to benefit, when distributions should be made and in what shares. The letter is not legally binding on the trustee. |
| Taxation | Under the Mauritius Income Tax Act, a trust shall be deemed to be tax resident in Mauritius if:
A Trust being considered resident will be liable to tax in Mauritius on their worldwide income. However, a trust would be deemed to be non-resident in Mauritius if its central management and control would occur outside Mauritius. The determining conditions for a trust to have its central management and control outside Mauritius include:
A trust shall, on an annual basis, submit an annual return of income to the MRA. |
Foundations
A Foundation is a fusion by combining the features of a trust and a company. Foundations are attractive to clients who do not recognise the concept of Trust and familiar to clients particularly from civil law jurisdictions.
Foundations are established to achieve both charitable and non-charitable objectives. They may be used for wealth management, succession and inheritance planning, and general asset-holding purposes, including holding shares in underlying companies.
Foundations in Mauritius are governed under the Foundations Act 2012 and managed by the Foundation Council which carries out the objectives and purposes of a Foundation. The Foundation would need to be registered and would be issued a certificate of registration by the Registrar of Companies.
| VITAL INFO | |
|---|---|
| Set up | Foundations are established to reflect the wishes of the founder(s). It is a legal entity and can therefore own assets directly. It is increasingly being used in civil law jurisdictions where the concept of Trust is less well known. |
| Written documents | It could be set up by Charter or by Will, executed by a founder who may be a natural or legal person. |
| Features |
|
| Uses |
|
| Taxation |
|
Variable Capital Companies (“VCCs”)
VCCs have recently been introduced by the Variable Capital Companies Act, which was passed in April 2022, and which came in force on 16 May 2022.
VCCs permit the setting up of sub-funds and special purpose vehicles (SPVs) (together the Sub Entities) within the same entity, facilitating the segregation and ring-fencing of assets and liabilities of each of the Sub Entities. Further, a sub fund may be set up as a CIS or a CEF. As such, under one single entity, that of the VCC, fund managers are able to manage a CIS sub-fund and a closed-end sub-fund. The VCC structure may be used for all types of investment funds, including mutual funds, hedge funds, private funds, private equity and real estate funds.
VCCs have the following features:
- The VCC shall carry out its business though the Sub Entities.
- Each Sub Entity may elect to have a legal personality, which will be distinct from the VCC. The Sub Entity is not a subsidiary of the VCC merely by reason of being part of the VCC structure. However, each sub-fund is entitled to have an investment distinct from the VCC.
- The VCC may, at any time, by giving irrevocable notice in writing to the Registrar of Companies along to the MRA, elect to present separate financial statements in respect of each of its sub-funds and SPVs in accordance with International Financial Reporting Standards (IFRS).
- Where a VCC elects to present separate financial statements for each of its sub-funds or SPVs under the VCC Act, each sub-fund or SPV shall be deemed to be an entity separate from the VCC and shall be liable for income tax in respect of its own income.
- Where the VCC opts to present consolidated financial statements, the VCC fund will be required to file a single tax return to the MRA and will be liable for income tax on the aggregated income of its sub-funds and SPVs.
- Where a sub-fund or SPV has a legal personality that is separate from its VCC, it shall file its financial statements separately from the VCC.
- Although the assets and liabilities of the sub-funds and SPVs are segregated from the assets and liabilities of the VCC under the VCC Act, the Income Tax Act allows the MRA to recover any income tax due by a sub-fund or SPV of a VCC from the VCC or from that sub-fund or SPV.
- Where winding up proceedings are being initiated, every asset attributable to a sub-fund can only be made available to the creditors of that sub-fund. As such, the assets of the other sub-funds are protected from the creditors of that sub-fund irrespective of whether the creditor is a statutory, regulatory or government body.
Limited Partnership
Limited partnership is governed by the Limited Partnerships Act 2011 in Mauritius. A partnership agreement must be entered that is binding upon the partners, setting out the affairs of the partnership and the conduct of its business.
A limited partnership can be set up by making an application to the Registrar of Limited Partnerships in Mauritius. A limited partnership must have its registered office in Mauritius.
A limited partnership can carry its lawful business in Mauritius and/or from Mauritius with persons outside Mauritius. It offers a flexible vehicle that is suited to carry out investment activities. It must have at least one general partner who is liable for all debts and obligations of the partnership and at least one limited partner who is liable for debts and obligations only up to the maximum amount of his commitment.
| VITAL INFO | |
|---|---|
| Features |
|
| Uses |
|
| Taxation | Each resident partner is liable to tax in Mauritius on its share of income. Nonresident partners will be liable only with regard to income sourced from Mauritius. Foreign source income derived by the non-resident partners is not liable to Mauritius tax. |
A domestic company is a company incorporated under the laws of Mauritius and which can be either limited by shares, guarantee or both. The majority of its shareholdings should be held by a citizen of Mauritius or the majority of its business should be conducted in Mauritius. It is governed by the Mauritius Companies Act 2001.
The activities which can be conducted by the domestic company are normally trading, consultancy services, investment holding, and property holding (IRS) amongst others.
| VITAL INFO | |
|---|---|
| Stated capital | No minimum stated capital requirement |
| Directors | At least one director resident from Mauritius |
| Shareholder | A minimum of 1 shareholder is required. The shareholder can either be an individual or a corporate body. |
| Accounts | A financial summary, duly signed by at least 1 director has to be filed with the Registrar of Companies. Should the annual turnover exceed MUR 50 million, the company must submit audited accounts. |
| Taxation | Liable to Mauritian income tax at the rate of 15%. A partial exemption of 80% is available on specified income. |
| Tax returns | Required to be filed with the MRA |
A CIS is often referred to as an Open-Ended Fund and will be incorporated under the laws of Mauritius as a Private Company or Public Company with limited liability by shares.
To operate as a CIS, the licensed GB company will also have to seek authorization from the FSC to obtain an Activity Licence.
The aim is to pool capital from accredited investors or institutional investors and to infuse such funding in a variety of assets, with complex portfolio-construction and risk management techniques thus diversifying its investment risk and at the same time ensure an absolute return objective.
CIS (Expert Fund)
A CIS (Expert Fund) is normally an Open-ended Fund and will be incorporated under the laws of Mauritius as a Public Company with limited liability by shares.
A CIS (Expert Fund) whose shares or interests are only offered to Expert Investors, ie, investors who make an initial investment, for their own account, of no less than USD100,000, or Sophisticated Investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
A CIS (Expert Fund) is set up mainly to invest in portfolios of securities, or other financial assets, real property or non-financial assets, subject to the approval of the FSC. It has, as its principal feature, an obligation to redeem the investors’ shares at their request (at a price corresponding to the net asset value of that participant’s investments).
CIS (Protected Cell Company)
(applicable for both CIS & CEF)
A Protected Cell Company (“PCC”) is a master fund and a single legal entity comprising a core cell and several non-core cells. PCC allows segregation of risks as well as the assets and liabilities of each cell and are hence legally protected from the failure of the other non-core cell.
PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are widely used by CIS and CEF, insurance businesses, external pension schemes and private equity companies for the following main reasons:
– An indefinite number of cells can be established;
– Simplifies administration and reduces the costs of operation;
– Regulatory compliance is for one legal entity, and
– Ring-fencing of risks and losses, among others.
The PCC allows for more security and flexibility for international investment structuring.
A PCC may be set up as a newly incorporated entity, conversion of an existing company into a PCC (provided the Constitution of company authorizes the conversion) or continuation of a company incorporated in a foreign jurisdiction being registered as a PCC to conduct activities in Mauritius, provided it satisfies the requirements as prescribed in the Companies Act 2001 and the Protected Cell Companies Act 1999.
Global Scheme
A global scheme is mostly suited for a CIS targeted at retail investors (an individual or non-professional investor). The FSC may grant an authorisation for a global scheme provided that the CIS holds a GB Licence, appoints a CIS administrator which has a place of business in Mauritius and provides such information and documentation that the FSC may request.
The Global Scheme is AIFs which are essentially accessible to the public.
The Global Scheme is a fully-regulated fund and is subject to investment restrictions and investment practices as laid down in the Securities (Collective Investment Schemes and Closed-end Funds) Regulation 2008.
Such scheme is also subject to frequent reporting obligations.
Professional CIS
(applicable to both CIS & CEF)
A Professional CIS is a CIS whose shares or interests are offered by way of private placement or only to sophisticated investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
Specialised CIS
(applicable to both CIS & CEF)
Specialised CIS invests in high-risk or illiquid assets such as real estate, derivatives, digital assets, commodities or other product subject to authorization of the FSC.
A CIS is often referred to as an Open-Ended Fund and will be incorporated under the laws of Mauritius as a Private Company or Public Company with limited liability by shares.
To operate as a CIS, the licensed GB company will also have to seek authorization from the FSC to obtain an Activity Licence.
The aim is to pool capital from accredited investors or institutional investors and to infuse such funding in a variety of assets, with complex portfolio-construction and risk management techniques thus diversifying its investment risk and at the same time ensure an absolute return objective.
CIS (Expert Fund)
A CIS (Expert Fund) is normally an Open-ended Fund and will be incorporated under the laws of Mauritius as a Public Company with limited liability by shares.
A CIS (Expert Fund) whose shares or interests are only offered to Expert Investors, ie, investors who make an initial investment, for their own account, of no less than USD100,000, or Sophisticated Investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
A CIS (Expert Fund) is set up mainly to invest in portfolios of securities, or other financial assets, real property or non-financial assets, subject to the approval of the FSC. It has, as its principal feature, an obligation to redeem the investors’ shares at their request (at a price corresponding to the net asset value of that participant’s investments).
CIS (Protected Cell Company)
(applicable for both CIS & CEF)
A Protected Cell Company (“PCC”) is a master fund and a single legal entity comprising a core cell and several non-core cells. PCC allows segregation of risks as well as the assets and liabilities of each cell and are hence legally protected from the failure of the other non-core cell.
PCCs in Mauritius are governed by the Protected Cell Companies Act 1999 and are widely used by CIS and CEF, insurance businesses, external pension schemes and private equity companies for the following main reasons:
– An indefinite number of cells can be established;
– Simplifies administration and reduces the costs of operation;
– Regulatory compliance is for one legal entity, and
– Ring-fencing of risks and losses, among others.
The PCC allows for more security and flexibility for international investment structuring.
A PCC may be set up as a newly incorporated entity, conversion of an existing company into a PCC (provided the Constitution of company authorizes the conversion) or continuation of a company incorporated in a foreign jurisdiction being registered as a PCC to conduct activities in Mauritius, provided it satisfies the requirements as prescribed in the Companies Act 2001 and the Protected Cell Companies Act 1999.
Global Scheme
A global scheme is mostly suited for a CIS targeted at retail investors (an individual or non-professional investor). The FSC may grant an authorisation for a global scheme provided that the CIS holds a GB Licence, appoints a CIS administrator which has a place of business in Mauritius and provides such information and documentation that the FSC may request.
The Global Scheme is AIFs which are essentially accessible to the public.
The Global Scheme is a fully-regulated fund and is subject to investment restrictions and investment practices as laid down in the Securities (Collective Investment Schemes and Closed-end Funds) Regulation 2008.
Such scheme is also subject to frequent reporting obligations.
Professional CIS
(applicable to both CIS & CEF)
A Professional CIS is a CIS whose shares or interests are offered by way of private placement or only to sophisticated investors (including the government bodies, a bank, fund manager or insurer, a CIS, a closed-end fund etc).
Specialised CIS
(applicable to both CIS & CEF)
Specialised CIS invests in high-risk or illiquid assets such as real estate, derivatives, digital assets, commodities or other product subject to authorization of the FSC.
A CEF is a typical vehicle which will be incorporated under the laws of Mauritius as a Private Company with limited liability by shares.
A CEF is an arrangement or a scheme which, as opposed to a CIS, has no obligation to redeem an investor’s shares at their request, ie, CEFs are characterised by the fact that investors do not have control on when and how they exit the Fund.
Like CIS, CEFs are formed to invest funds in a portfolio of securities or in other financial or non-financial assets, or real property, subject to the approval of the FSC.
A CEF is where funds are pooled from investors who have committed to the Fund. CEF are the preferred fund structure for private equity funds and are set up for different purposes, sectors, and geographical regions, with a limited life and liability, enabling the Fund Manager or Investment Advisor to apply the funds, develop investees, create the ESG impact, exit and provide a return to the investors.
Vital Info:
A Fund is required to be managed by an investment manager licensed as a CIS Manager by the FSC, or a Fund that is constituted as a company may be self-managed, that is, it is managed by its board of directors, with the approval of the FSC.
Nevertheless, a Fund may also be managed by a foreign investment manager, provided that it holds a GB company licence and has received prior approval of the FSC to appoint that foreign manager.
The minimum unimpaired capital is Mauritius rupees of 1 million.
The three types of Investment Adviser Licence being issued by The FSC under the Securities Act are as follows:
i. Investment Adviser (Unrestricted)
The holder is authorised to manage, under a mandate, portfolios of securities and give advice on securities transactions, other than corporate finance advisory, through printed materials or any other means.
The minimum unimpaired capital is Mauritius rupees of 600,000.
ii. Investment Adviser (Restricted)
The holder is authorised to give advice on securities transactions, other than corporate finance advisory, through printed materials or any other means.
The minimum unimpaired capital is Mauritius rupees of 500,000.
iii. Investment Adviser (Corporate Finance Advisory)
The holder is authorised to provide corporate finance advisory services with respect to securities transactions through printed materials or any other means. Such services cover, amongst other things, compliance with the listing requirements of any security exchange, the raising of funds through the issue of securities, and arrangement or restructuring of a corporation, including takeovers and mergers and acquisitions.
The minimum unimpaired capital is Mauritius rupees of 1,000,000.
The Mauritius Investment Dealer Licence, issued by the FSC permits the holder to establish a trading platform in Mauritius and trade securities and similar on behalf of clients.
Three categories of Investment Dealer licences are issued in Mauritius under the Securities Act, as follows:
i. Investment Dealer (Full Service)
ii. Investment Dealer (Broker)
iii. Investment Dealer (Discount Broker)
Authorised Companies
An Authorised Company (“AC”) is by definition a company incorporated under Mauritius law and must seek the AC authorisation from the FSC where:
i. the majority of its shares, voting rights or legal or beneficial interest is held or controlled by non-citizens of Mauritius;
ii. it conducts business principally outside of Mauritius or with prescribed categories of persons; and
iii. its place of effective management is outside of Mauritius, whereby:
-the strategic decisions relating to the core income generating activities of the AC are taken outside of Mauritius; and
-either the majority of its board meetings are held outside of Mauritius or the executive management of the AC is regularly exercised outside of Mauritius.
Vital Info:
Trusts
Trusts are established under the Trusts Act 2001 as charitable, discretionary or purpose trusts. There is a legal agreement between the settlor and trustees. The structure operates so that the trustees hold the property, value and assets in the Fund for the benefit of other certain (identified) parties. This structure creates a binding obligation in the trustees to act in accordance with the terms and obligations of the trust and as fulfill certain fiduciary duties to act in the best interests of the beneficiaries. Trusts do not have a legal personality. The creation of a trust does not require registration or incorporation, but it must be authorised by the FSC. No corporate filings are required, and a trust can be structured as a non-resident trust which is not liable to tax in Mauritius.
Vital Info:
- Trust Creation
- Written documents
- Types of Trust
- Uses of Trust
- Duration
- Registration
- Trustee
- Settlor
- Protector
- Beneficiary
- Letter of wishes
- Taxation
Foundations
A Foundation is a fusion by combining the features of a trust and a company. Foundations are attractive to clients who do not recognise the concept of Trust and familiar to clients particularly from civil law jurisdictions.
Foundations are established to achieve both charitable and non-charitable objectives. They may be used for wealth management, succession and inheritance planning, and general asset-holding purposes, including holding shares in underlying companies.
Foundations in Mauritius are governed under the Foundations Act 2012 and managed by the Foundation Council which carries out the objectives and purposes of a Foundation. The Foundation would need to be registered and would be issued a certificate of registration by the Registrar of Companies.
Vital Info:
Variable Capital Companies (“VCCs”)
VCCs have recently been introduced by the Variable Capital Companies Act, which was passed in April 2022, and which came in force on 16 May 2022.
VCCs permit the setting up of sub-funds and special purpose vehicles (SPVs) (together the Sub Entities) within the same entity, facilitating the segregation and ring-fencing of assets and liabilities of each of the Sub Entities. Further, a sub fund may be set up as a CIS or a CEF. As such, under one single entity, that of the VCC, fund managers are able to manage a CIS sub-fund and a closed-end sub-fund. The VCC structure may be used for all types of investment funds, including mutual funds, hedge funds, private funds, private equity and real estate funds.
VCCs have the following features:
- The VCC shall carry out its business though the Sub Entities.
- Each Sub Entity may elect to have a legal personality, which will be distinct from the VCC. The Sub Entity is not a subsidiary of the VCC merely by reason of being part of the VCC structure. However, each sub-fund is entitled to have an investment distinct from the VCC.
- The VCC may, at any time, by giving irrevocable notice in writing to the Registrar of Companies along to the MRA, elect to present separate financial statements in respect of each of its sub-funds and SPVs in accordance with International Financial Reporting Standards (IFRS).
- Where a VCC elects to present separate financial statements for each of its sub-funds or SPVs under the VCC Act, each sub-fund or SPV shall be deemed to be an entity separate from the VCC and shall be liable for income tax in respect of its own income.
- Where the VCC opts to present consolidated financial statements, the VCC fund will be required to file a single tax return to the MRA and will be liable for income tax on the aggregated income of its sub-funds and SPVs.
- Where a sub-fund or SPV has a legal personality that is separate from its VCC, it shall file its financial statements separately from the VCC.
- Although the assets and liabilities of the sub-funds and SPVs are segregated from the assets and liabilities of the VCC under the VCC Act, the Income Tax Act allows the MRA to recover any income tax due by a sub-fund or SPV of a VCC from the VCC or from that sub-fund or SPV.
- Where winding up proceedings are being initiated, every asset attributable to a sub-fund can only be made available to the creditors of that sub-fund. As such, the assets of the other sub-funds are protected from the creditors of that sub-fund irrespective of whether the creditor is a statutory, regulatory or government body.
Limited Partnership
Limited partnership is governed by the Limited Partnerships Act 2011 in Mauritius. A partnership agreement must be entered that is binding upon the partners, setting out the affairs of the partnership and the conduct of its business.
A limited partnership can be set up by making an application to the Registrar of Limited Partnerships in Mauritius. A limited partnership must have its registered office in Mauritius.
A limited partnership can carry its lawful business in Mauritius and/or from Mauritius with persons outside Mauritius. It offers a flexible vehicle that is suited to carry out investment activities. It must have at least one general partner who is liable for all debts and obligations of the partnership and at least one limited partner who is liable for debts and obligations only up to the maximum amount of his commitment.
Vital Info:
