Limited Liability Partnership
- January 14, 2023
- Posted by: audrey
LLP combines the flexibility of traditional limited partnership with the liability protection conferred upon shareholders of a company.
The salient features of an LLP established under the laws of Mauritius are set out as follows:
Separate legal personality of an LLP
- Shall be a body corporate and shall have legal personality separate from that of its partners.
- Owns the assets of the business and is liable for its own debts.
- Shall have perpetual succession unless stated otherwise in the partnership agreement.
- The partners are liable to the extent of their contributions except in the case of insolvency.
- Any change in the partners of the LLP shall not affect the existence, rights or liabilities of the LLP unless otherwise specified in the partnership agreement.
- Any individual, body corporate or unincorporated body formed or registered with or without liability in Mauritius or elsewhere, including any société, partnership or any other body of persons, may be a partner of an LLP.
- The contribution of a partner may be in the form of cash, loan, non-cash contribution and any other property or services.
- An LLP may undertake any lawful business within Mauritius or abroad.
- The law permits for the registration of an overseas LLP as a Mauritian LLP and the transfer of a Mauritian LLP to another jurisdiction.
Where an LLP holds a Global Business Licence (GBL)
- An LLP holding a GBL or having a partner holding a GBL may only be inspected by a partner, an officer of that LLP or the FSC.
- Benefits from confidentiality as it only allows a person to request the Registrar to provide the name of the LLP, its registered office address and the name and address of the management company appointed by the LLP.
- It has the benefit of restricting the request for a certificate of current standing from the registrar to a partner of the LLP, an officer of the LLP and the FSC.
- Appoint a management company as a manager of the LLP.
- Shall file its audited financial statements and report of the auditor with the FSC and the FSC shall give notice to that effect to the registrar.
- May opt to be taxed as a company to have access to the same tax incentives offered to entities holding the Mauritius-resident status and provided specifically to Global Business Corporations (GBCs), such as partial tax exemption of 80% on certain revenue streams, take advantage of double taxation avoidance agreements (DTAAs) and Investment Promotion and Protection Agreements (IPPAs).
- LLPs holding a Global Legal Advisory licence may have access to 5 years tax holiday.
Taxation for LLPs not holding GBL
An LLP that does not hold a GBL is not a taxpayer so long it has its registered office in Mauritius and at least one partner resident in Mauritius.
- Partners who are tax-resident in Mauritius are taxed at the rate of 15% on their worldwide income.
- Where the income of the LLP is derived from Mauritius, the partners (resident and not resident in Mauritius) are liable to tax at the rate of 15% on such Mauritius sourced income.
- Partners who are non-Mauritius residents are not liable to any tax in Mauritius on their share of foreign-sourced income.