Funds registered with the Financial Services Commission in Mauritius are commonly structured as companies incorporated under the Companies Act 2001 and licensed as a company holding a Category 1 Global Business Licence under the Financial Services Act 2001.
Global funds are licenced as a GBC1 and deal in the pooling of public funds to be invested collectively by fund and investment managers.
A CIS is defined under the Securities Act 2005 as a scheme constituted as a company, a trust, or any other legal entity prescribed or approved by the FSC in Mauritius:
- Whose sole purpose is the collective investment of funds in a portfolio of securities, or other financial assets, real property or non-financial assets as may be approved by the FSC.
- Whose operation is based on the principle of diversification of risks.
- That has an obligation, on request of the holder of the securities, to redeem them at their net assets value, less commission or fees, and
- Where the participants do not have day to day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management.
The Funds can be structured as two tier funds, or increasingly as single tier funds. These funds invest in a wide range of investment products, including portfolio or fixed income securities and venture capital. Umbrella funds can also be structures using a Protected Cell Company (PCC) whereby each cell can hold a specific CIS fund.
A Collective Investment Fund or Closed Ended Fund, needs to be approved by the Financial Services Commission before it commences business. In considering an application, the Commission needs to be satisfied about the following:
- the track record and credentials of the promoters;
- the fund structure;
- the objectives of the fund;
- the investors and the market targeted;
- types of investment the fund will be dealing in;
- the track record of the investment manager, custodian, and administrator;
- compliance with regulations in third countries, as appropriate (e.g. SEBÍs approval if investment is to be made in India).
Once the Financial Services Commission is satisfied with the above, it may give an approval in principle so as to enable all constitutive documents to be prepared and the company to be incorporated.
Administration & Control
The Commission generally wishes to satisfy itself that, as far as possible, substance and central administration is in Mauritius. To this end, the Fund must have a local administrator, a local custodian, and a local auditor. The requirement that central administration is situated in Mauritius implies that:
- the accounts are kept and the accounting documents are available in Mauritius;
- the share register is kept in Mauritius;
- issues and redemptions of shares are carried out in Mauritius;
- calculation of the Net Asset Value (NAV).
- two directors who are resident in Mauritius
- qualified secretary resident in Mauritius
- bank account is maintained in Mauritius with an offshore bank and investments are made via that bank account
- board meetings are initiated and chaired in Mauritius.
The above does not exclude the possibility of the Fund obtaining assistance for the management of its assets from an investment adviser established overseas, nor does it prevent management decisions in relation to investment and disinvestment being executed overseas. Also the requirement for the location of the issuance and redemption of shares in Mauritius does not preclude foreign intermediaries from participating in the placing and redemption operations as distributors or nominees. The Financial Services Commission insists on the independence of the manager, the trustee and the custodian.
In appropriate circumstances, it is also possible to establish a management or advisory company in the sector to take advantage of the beneficial tax regime.
We provide the following services with respect to the set up and ongoing activities of the fund:
- Establishment of open-ended (unit trusts, open ended companies or mutual funds) and close-ended funds (investment trusts), more commonly Collective Investment Schemes..
- Establishment of Funds as Protected Cell Companies (“PCC”)
- Provide registered office address.
- Provide two directors and qualified secretary resident in Mauritius.
- Opening/Maintenance of bank accounts and providing resident signatories
- Provide administrator and registrar, and carry out NAV calculations.
- Preparation of financial statements in accordance with International Financial Reporting Standards
- Prepare and file tax returns with local authorities
- Provision of Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer
- Assisting in the preparation of Private Placement Memorandums and other constitutive documents
- Management of Investors’ information
- Point of contact for all service providers/connected parties/regulators
- Keeping all statutory and accounting records of the company
- Due-diligence checks on investors
- Ensuring compliance with laws and regulations
- Any other service that may be mutually agreed with the client.