Mauritian Limited Partnerships: what are those?

A Mauritian Limited Partnership is a combination of features found in a company and a partnership. Owners are allowed to operate as a partnership with a separate legal personality. Thus, it offers a flexible vehicle that is ideal to conduct investment and funding activities, but it is also suitable for professionals such as lawyers, accountants and consultants. Limited Partnerships (LPs) are allowed to carry out any lawful business, in accordance to its partnership agreement, in Mauritius or from within Mauritius with individuals both in and outside the island. They are governed by the Limited Partnership Act 2011 and the Financial Services Act and Securities Act.

Partners of Limited Partnerships

A Limited Partnership must have at least one General Partner (GP) and one Limited Partner (LP). A person can be both a GP and LP at the same time. A partner may not be removed unless the ability to do so is stipulated in the partnership agreement.

General Partner

  • The GP can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere,
  • He is the agent of the Limited Partnership and his acts are binding upon the Limited Partnership, and
  • He invests capital, manages the business and is liable for obligations and debts for partnership debts without any limitation.

Limited Partner

  • The LP can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere,
  • The LP benefits from limitation of its liability to the capital contributed or agreed to be contributed to the LP,
  • The LP has no right to execute documents or take any decisions whatsoever in the partnership,
  • He cannot participate in the conduct and management of the partnership and
  • He not personally liable for the debts of the partnership beyond his capital contribution.

What are the key features of Limited Partnerships?

  • LPs can choose to have a legal personality or not at any time,
  • There are no restrictions on the number of partners,
  • The name of the LP must end with the words “Limited Partnership”, or “L.P.”, or “LP”,
  • The LP must have a registered agent in Mauritius, unless one General Partner is a resident of the country,
  • General Partners are equally responsible and liable for the debts and obligations of the LP but the limited partners are only liable to the extent of their agreed contributions, unless they participate in the management of the LP,
  • LPs must have a relationship agreement,
  • LPs must maintain a register of partners, account of the capital contributions and returns, accounting records, minutes of meeting of the GPs and copies of all statutory documents,
  • Financial statements must be filed with the registrar unless the LP holds a global business licence, in which case, the financial statements are filed with the FSC.
  • LPs must have a registered office in Mauritius. However, this may not be its principal place of business.

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