Key Takeaways
- A Mauritius LP separates general partners, who manage and bear liability, from limited partners, whose exposure is tied to their contributions.
- Legal personality and governing law shape how the partnership holds assets, contracts, and structures its capital contributions.
- The partnership agreement sets out management, officers, and the working relationship between general and limited partners.
- Taxation and compliance treatment, alongside the entity's advantages and limitations, determine whether an LP suits a non-resident owner's plans.
Understanding the Limited Partnership (LP) in Mauritius
A Limited Partnership (LP) in Mauritius lets you pool investment capital behind one or more managing partners while capping each investor's exposure to the amount they put in. The vehicle pairs the contractual flexibility of a partnership with the liability protection more usually associated with a company, which is why fund managers and co-investors reach for it. Governed by the Limited Partnerships Act 2011, the LP can carry on business inside Mauritius, from Mauritius with parties abroad, or both.
This guide explains how the LP works for a foreign owner: its legal footing, the split between general and limited partners, how capital and management are arranged, the tax treatment, and a brief view of formation. It is most relevant if you run or advise a private equity fund, a venture capital structure, or a joint venture where one party manages and others supply passive capital.
The Corporate and Business Registration Department (CBRD) administers the LP regime, working alongside the Financial Services Commission where a global business element is involved. Note one common confusion at the outset: an LP is not a Limited Liability Partnership (LLP), under which general partners are jointly and severally liable in a different way.
Legal Basis and Governing Law of the Limited Partnership
The governing statute is the Limited Partnerships Act 2011 (Act No. 28 of 2011), which sets out how an LP is formed, registered, run, and dissolved. The President assented to it on 11 November 2011, and the consolidated text reflects amendments up to 14 May 2015.
A feature worth knowing early: the Act expressly disapplies the Code Civil Mauricien and the Code de Commerce to limited partnerships. That keeps the LP within a self-contained statutory framework rather than the general civil-law rules that touch other Mauritian business forms.
For a foreign-owned LP that operates mainly outside the country, a second statute matters. Under the Financial Services Act 2007, an LP may apply to the Financial Services Commission (FSC) for a Global Business Licence (GBL), and the FSC will consider whether the business is managed and controlled from within Mauritius before granting it.
The Act does not prescribe a minimum capital floor. No statutory figure exists, so the capital arrangement is left to the partners.
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Defining Features and Legal Personality of an LP
One distinctive trait sets the Mauritian LP apart from many partnership regimes: legal personality is optional, not automatic. The general partners may elect for the LP to have separate legal personality, but they must do so deliberately.
To make that election, the general partners file a signed declaration with the Registrar at the time they apply for registration, stating that the partnership shall have legal personality. Without that filed declaration, the LP remains a contractual arrangement with no separate legal identity, which complicates holding property, contracting, and opening accounts in its own name.
Every LP must be registered and must have a written partnership agreement. Unless the agreement says otherwise, the partnership has continuous and successive existence through its present and future partners until it is dissolved.
There are limits on naming. Without the Minister's written consent, an LP cannot register a name containing words such as "Authority," "Corporation," "Government," "Mauritius," "National," "Chartered," or "Chamber of Commerce." Mauritius also operates without exchange controls, so capital and profits move freely in and out.
General Partners and Limited Partners: Roles and Liability
The LP rests on a two-tier structure. At least one general partner is jointly and severally liable, without limitation, for all debts of the partnership; at least one limited partner contributes capital and is liable only up to the amount contributed or agreed to be contributed.
The general partner runs the daily business. Limited partners supply capital and stay out of management, which is the trade-off that preserves their protection.
Who can hold each role is broad. A general partner may be an individual, a body corporate, or an unincorporated body formed in Mauritius or elsewhere, including a société, partnership, or other body of persons. A limited partner may be an individual, a body corporate, an unincorporated body, a trust, a société, or a partnership, again from any jurisdiction.
There is no residency restriction on either class of partner. That said, one classic risk applies to foreign limited partners as it does worldwide:
A limited partner who takes part in managing the LP can lose limited-liability protection and be exposed like a general partner. Keep passive investors clear of management decisions.
Unlike an LLP, where the partnership agreement defines roles freely, the LP's partner roles are fixed in legislation.
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Capital Contributions and Partnership Structure
No minimum capital is set by law. Partners agree what each will contribute, and that bargain governs.
A limited partner's contribution may take the form of money, a loan, other property, or services. Where the contribution is not in cash, the partners agree its value in the partnership agreement, and that valuation is final and binding on all of them.
The LP has no shares and no share capital. Partner interests are expressed instead as capital contributions and as allocations of profit and loss under the agreement. Profit-sharing ratios, transfers of interest, and the admission of new partners are all matters for that document; where it is silent, the default provisions of the Limited Partnerships Act 2011 fill the gap.
Management, Officers, and the Partnership Agreement
Management authority sits with the general partner, who runs the firm and carries the unlimited liability that comes with it. The limited partner's exposure stops at the agreed contribution. There is no separate statutory "Manager" office to appoint, as there is under the LLP regime; direction flows from the partnership agreement.
That agreement must be in writing and binding on the partners, setting out the affairs of the partnership and the conduct of its business. For a domestic LP it need not be filed publicly, though the registration particulars and any election for legal personality are lodged with the Registrar.
Two presence requirements apply at all times. An LP must keep a registered office in Mauritius and must have a registered agent there.
Where the LP holds a Global Business Licence, its registered agent must be a licensed management company, maintained at all times. This is a continuing cost for any foreign-owned, cross-border structure.
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Typical Uses and Who Chooses a Limited Partnership
The LP is most at home in the investment industry. Private equity and venture capital structures use it because investors can commit capital without taking on management duties or personal liability for the partnership's debts.
The format suits arrangements where capital and control are deliberately separated. A fund manager takes the general partner role and runs the strategy; institutional and high-net-worth backers come in as limited partners. Joint ventures follow the same logic, with one party managing and another supplying passive funds, as do real estate and infrastructure co-investment vehicles.
For non-resident owners, the cross-border angle is the draw. An LP that conducts a major part of its business outside Mauritius can apply to the FSC for a GBL, a route often used to deploy capital into African and Asian markets. There is no residency bar on partners, but a GBL brings substance obligations: the structure must be managed and controlled from Mauritius through its management company.
Taxation and Key Compliance Treatment of an LP
How an LP is taxed depends on the path you choose. The structure can be made tax transparent, in which case the partners are taxed on the income they receive rather than the entity bearing tax itself.
A resident LP without a GBL is treated as a société for income tax purposes. Income is shared out and taxed in the hands of the partners, with no charge at the partnership level.
A GBL LP works differently. It is treated as a tax-resident entity and is subject to corporate income tax at 15%, but it may claim the 80% partial-exemption regime on qualifying foreign-source income, such as foreign dividends and interest, provided substance conditions are met. The 15% rate and the 80% exemption have applied to GBL entities since 1 January 2019.
Treaty access is the other reason foreign owners route through a GBL LP. With a Tax Residence Certificate from the Mauritius Revenue Authority, the partnership can reach the country's double taxation treaty network, which covered 46 countries as at 22 July 2024.
| Feature | Resident LP (no GBL) | GBL LP |
|---|---|---|
| Income tax basis | Société; taxed in partners' hands | Entity-level, 15% |
| Partial exemption | Not applicable | 80% on qualifying foreign income |
| Treaty access (TRC) | No | Yes |
| Substance / management company | Registered agent in Mauritius | Managed and controlled from Mauritius via management company |
Other points round out the picture. There is no withholding tax on payments made by global business entities to non-residents out of foreign-source income, and there is no capital gains tax unless a disposal is treated as commercial trading profit. An annual return must be filed under section 53 of the Limited Partnerships Act 2011, and LP partners are reportable under the Common Reporting Standard, with a FATCA/CRS declaration forming part of the licensing KYC.
Advantages and Limitations of the Limited Partnership
The strengths cluster around flexibility and tax. The LP can be a look-through vehicle, avoiding entity-level tax; it can elect separate legal personality so it can hold property and contract in its own name; and profit-sharing and management can be shaped entirely through the partnership agreement. Partners may be resident anywhere, there are no exchange controls, and asset disposals attract no capital gains tax unless recharacterised as trading. A GBL LP adds access to 46 tax treaties via a TRC.
The constraints deserve equal weight before you commit.
- General partners carry unlimited joint and several liability for all LP debts, which is why the GP role is often taken by a limited-liability corporate entity.
- Legal personality is not automatic; without the filed election, holding assets, opening bank accounts, and contracting in the LP's own name all become harder.
- Partner roles are fixed by statute, giving less freedom than an LLP arrangement.
- A GBL LP must meet FSC economic-substance conditions to keep treaty benefits and the 80% exemption, and must retain a licensed management company throughout, both of which carry recurring cost.
- The Mauritian LP is less widely recognised by some investors than a Cayman or BVI LP, which can mean extra structuring for certain markets.
Formation of a Limited Partnership: A Brief Overview
Formation is handled by the Registrar of Limited Partnerships within the CBRD, with applications submitted through the CBRIS online portal. A GBL element adds a parallel FSC application managed by your management company. The outline below is a map, not the full procedure.
- Reserve the LP name with the CBRD.
- Draft and execute the written partnership agreement.
- If electing legal personality, file the signed declaration with the Registrar at the time of the registration application.
- Submit the registration application with the required particulars.
- If seeking a GBL, have the management company file customer due diligence on the general partners and significant limited partners, the documents required under the Financial Services (Consolidated Licensing and Fees) Rules 2008, and anything else the FSC requests.
For a GBL LP, the KYC pack typically includes a certified copy of the partnership deed and certificate of registration, the latest report and accounts, full CDD on the partners, a certificate of authority naming the authorised person with ID and address proof, a source-of-funds declaration with evidence, and a signed FATCA/CRS form.
On cost and timing, treat published figures with care. The CBRD does not publish a specific MUR registration fee for LPs in the sources available, and the precise annual fee is likewise unconfirmed, so verify both directly with the CBRD or an FSC-licensed management company. A straightforward domestic registration is generally processed within same-day to three working days when the application is complete and correct, while a global business structure usually takes in the region of ten to fourteen working days; confirm the GBL timeline with the FSC for your specific case.
Conclusion
The Mauritian LP gives a foreign sponsor a flexible way to separate active management from passive capital, with optional legal personality, no residency bar on partners, and a credible route to treaty access through a Global Business Licence. The features that make it work also set the conditions: the general partner carries unlimited liability, so that role usually belongs to a limited-liability corporate entity, and a GBL brings substance and management-company obligations that add ongoing cost. For fund, joint-venture, and co-investment structures, it is a sound fit; for a simple operating business, a company is usually the cleaner choice. Confirm the current official fees and the substance requirements that apply to your plan before you proceed.
How Expanship Can Help Your Business in Mauritius
Expanship sets up and maintains Limited Partnerships in Mauritius, from name reservation and the partnership agreement through to the legal-personality election and, where needed, the Global Business Licence application and management-company arrangements. The same team supports the wider needs of a foreign-owned entity once it is running.
- Forming and registering your LP or company with the CBRD and FSC
- Acting as registered agent and providing a registered office in Mauritius
- Handling tax registration, TRC applications, and annual filings
- Managing ongoing statutory compliance, including the annual return
- Keeping your accounting and bookkeeping in order
- Introducing you to banks for account opening
To discuss your structure and confirm current fees, contact Expanship Mauritius.
Frequently Asked Questions
Only if the general partners elect for it. They must file a signed declaration with the Registrar at the time of registration; without that filed election, the LP is a contractual arrangement with no separate legal identity, which makes holding assets and contracting in its own name harder.
Yes. There is no residency restriction on either general or limited partners, and a partner may be an individual, body corporate, trust, société, or partnership formed in Mauritius or any other country. If the LP holds a Global Business Licence, the structure must still be managed and controlled from Mauritius through a licensed management company.
No statutory minimum capital is set under the Limited Partnerships Act 2011. Partners agree their contributions in the partnership agreement, and a limited partner may contribute money, a loan, other property, or services, with any non-cash value fixed in that agreement.
A resident LP without a GBL is treated as a société, so income is taxed in the partners' hands rather than at the entity level. A GBL LP is a tax-resident entity charged at 15%, with an available 80% partial exemption on qualifying foreign-source income and access to Mauritius's 46 tax treaties through a Tax Residence Certificate.
The general partner is jointly and severally liable, without limitation, for all debts of the LP. Because of this, the general partner role is often filled by a corporate entity that has its own limited liability, while limited partners are exposed only up to their agreed contribution.
A straightforward domestic LP is generally processed by the CBRD within same-day to three working days when the application is complete and correct. A global business structure usually takes around ten to fourteen working days; confirm the exact timeline and current fees with the FSC or a licensed management company.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
