Limited Partnerships

Key Features of Mauritius Limited Partnership (MLP):

  • Consist of at least one General Partner and one Limited Partner.
  • General Partners shall be jointly and severally liable for all debts without limitation.
  • The liability of Limited Partners is limited to the amount they have contributed or agreed to contribute.
  • Shall have a Partnership Agreement, which is binding upon all the partners, assignees and subsequent partners.
  • Shall have a name which shall end by “Limited Partnership”, “L.P.” or “LP”. The name may contain the name of any General Partner or any derivation of it.
  • The General Partners may elect that a MLP has a legal personality.
  • Required to be registered with the Registrar of Companies.
  • Shall have and shall maintain a registered office in Mauritius which may be its principal place of business and where, generally, its records are to be kept.
  • It can carry out all lawful business both in Mauritius and/ or from within Mauritius with persons outside Mauritius.
  • Preparation of financial statements.
  • May be required to appoint an auditor.
  • Submission of annual return to the Registrar of Companies for registration.

Usage of a MLP

  • It can be an alternative to a company when there is plurality of partners.
  • It can be structured as a fund it may be used as a closed-end fund, open-ended fund and in master-feeder structure.
  • It can be used in estate planning.
  • It can be used for other structuring needs.

Main Advantages of the MLP

  • It can exist for indefinite number of years.
  • A person can be a General Partner and be a Limited Partner at the same time.
  • Voluntary dissolution of a Limited Partnership does not require the appointment of a liquidator – it can be done by the General Partner.
  • It can migrate in and out of Mauritius.
  • It can, depending on the structuring needs, be a tax transparent or a tax efficient entity in Mauritius.
  • It can benefit from the network of tax treaties if it qualifies as a taxable entity in Mauritius.
  • No withholding tax on distribution by the Limited Partnership.
  • No capital gains tax in Mauritius.

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