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Corporate Structures

A Flexible Partnership Structure for Funds and General Business

We structure and register Limited Partnerships under the Limited Partnerships Act 2011, a vehicle used for private equity and venture capital funds, but equally for joint ventures, holding structures, and general commercial business.

Overview

Overview

A Limited Partnership pairs a general partner, who manages the partnership and carries personal liability, with one or more limited partners, who contribute capital and share in returns without taking part in management. Limited partners' liability is restricted to their investment. A Mauritius LP can be formed to carry on any lawful business, in Mauritius or internationally, it isn't a fund-only vehicle.

We structure the partnership agreement, register the LP under the Limited Partnerships Act 2011, and advise on whether it should be tax transparent or tax opaque, and whether it should hold separate legal personality, an election an LP can change at any time. This applies whether the LP is being used as a fund, a joint venture, a holding structure, or a general trading or professional services partnership.

2011
Limited Partnerships Act
The governing legislation for Mauritius Limited Partnerships.
Any Lawful Business
Not Limited to Funds
Can be formed for funds, joint ventures, holding structures, or general commercial business.
Limited Liability
For Limited Partners
Limited partners' liability is restricted to their capital contribution.

What We Provide

Key Features

Partnership Agreement Structuring
Drafting the partnership agreement covering capital contributions, profit-sharing, and governance between the general partner and limited partners.
LP Registration
Registering the Limited Partnership under the Limited Partnerships Act 2011.
Tax Election Advisory
Advising on tax transparent versus tax opaque treatment, and Mauritius's partial exemption regime.
Legal Personality Election
Advising on whether the LP should hold separate legal personality, and structuring changes to that election over time.
General Partner Structuring
Structuring the general partner entity, typically a GBC, that manages the partnership.
Fund & General Business Applications
Structuring the LP for whatever it's actually being used for, a fund, a joint venture, a holding structure, or general commercial or professional services business, and managing FSC licensing only where the activity itself requires it.

Process

How It Works

01
Structure Assessment
Understanding the intended use, fund, joint venture, holding structure, or general business, to confirm an LP is the right vehicle.
02
Partnership Agreement Drafting
Preparing the partnership agreement between general and limited partners.
03
General Partner Structuring
Establishing the general partner entity that will manage the partnership.
04
LP Registration
Registering the Limited Partnership under the Limited Partnerships Act 2011.
05
FSC Licence Application (Where Applicable)
Submitting a licence application only if the LP's activity itself is regulated, such as operating as a fund.
06
Launch & Ongoing Administration
Onboarding partners and transitioning into ongoing administration.

Practical Considerations

Requirements & Timeline

Regulatory Requirements

  • At least one general partner and one limited partner
  • A written partnership agreement governing capital contributions, profit-sharing, and governance
  • Registration with the Registrar of Limited Partnerships
  • FSC licensing only where the LP's activity is itself regulated, such as operating as a collective investment scheme
  • An election on tax transparency and separate legal personality, made at registration

Indicative Timeline

  • Partnership Agreement & Structuring: 2–4 weeks
  • General Partner Formation: 1–2 weeks, where a new general partner entity is needed
  • LP Registration: 1–2 weeks
  • FSC Licence Application (where applicable): 8–16 weeks, only if the underlying activity requires FSC licensing

Common Questions

Frequently Asked Questions

The general partner manages the partnership and carries personal liability for its obligations, though the GP is usually itself a limited liability entity, such as a GBC, to manage that exposure. Limited partners contribute capital and share in returns, but take no part in management, and their liability is restricted to their investment.
This depends on the partners' profile and their home jurisdictions. A tax transparent LP pays no Mauritius tax, with partners taxed individually on their share of income. A tax opaque LP is taxed in Mauritius at 15%, with partial exemption available, up to 80% on foreign-sourced income and 95% on interest income. We advise based on that profile.
It's elective, and can be changed at any time. Whether it makes sense depends on how the partnership needs to hold assets and enter into contracts, we advise on this during structuring.
Only if the LP's underlying activity is itself regulated, for example, operating as a collective investment scheme offered to investors. An LP used for a joint venture, a holding structure, or general commercial business generally doesn't need FSC licensing; this is assessed against the specific activity.
No, while private equity and venture capital funds are a common use, given how familiar the general partner/limited partner structure is to that investor base, an LP can be formed to carry on any lawful business. Joint ventures, property and asset holding, estate and succession planning, and general commercial or professional services partnerships are equally common.

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Structure Your Partnership

We structure and register Limited Partnerships for fund mandates, joint ventures, and general commercial business.

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