Limited Partnership in Mauritius

A Limited Partnership (LP) is a partnership formed under the Limited Partnerships Act 2011 with at least one General Partner (GP) who manages and bears unlimited liability, and one or more Limited Partners (LPs) whose liability is limited to their agreed contributions (provided they do not take part in management). An LP may elect to have legal personality, and can make or change that election after registration with the Registrar.

By law, a Mauritian LP may carry on any lawful business in or from within Mauritius and with persons outside Mauritius.

Why have a Limited Partnership in Mauritius?

Structuring flexibility

Elect for or against separate legal personality; tailor rights and waterfall via partnership agreement.

Investor‑friendly liability

Limited partners enjoy limited liability when they refrain from management.

Fund‑ready

LPs are widely used for private equity/VC and other alternative funds in Mauritius.

Attractive tax framework

Default tax transparency with the option to be taxed at entity level (e.g., to access treaty benefits), subject to conditions.

Stable, reputable jurisdiction

Robust legal system, experienced service providers and a mature fund ecosystem.

Global Business Licence (GBL) compatibility

Limited Partnerships can hold a Global Business Licence, making them eligible for double taxation treaties, access to investment protection agreements, and facilitation of cross-border investments into Africa, Asia, and beyond.

Recognised fund structure by institutional investors

Mauritian LPs are commonly used by DFIs, PE firms, and international fund managers, providing a familiar and accepted legal framework that supports fundraising efforts globally.

Multi‑currency operations

Mauritius allows LPs to operate in multiple currencies (USD, EUR, GBP, etc.), reducing exchange rate exposure and aligning well with international investment strategies.

Confidentiality

While not secrecy-based, Mauritius does not publicly disclose the identity of limited partners, offering privacy protections for passive investors.

Substance‑friendly jurisdiction

Mauritius has evolved into a substance-compliant jurisdiction post‑BEPS, with affordable office space, professionals, and administration services, helping LPs meet OECD and EU requirements without excessive cost.

Political and legal stability

A strong Common Law framework, independent judiciary, and investment‑friendly environment make Mauritius one of the most reputable and secure African jurisdictions for fund domiciliation.

Ease of doing business

Streamlined regulatory processes, bilingual (English/French) business environment, and digital filing systems make Mauritius a business‑friendly jurisdiction.

What activities can a Limited Partnership in Mauritius do?

Subject to applicable licensing where relevant (e.g., financial services), an LP can conduct any lawful business: holding and investment vehicles, fund partnerships, carried‑interest partnerships, co‑investment and joint ventures, asset holding (real estate, infrastructure), advisory or management vehicles, and trading activities. Where activities fall under the remit of the Financial Services Commission (FSC), appropriate licences/approvals are required.

Taxation of a Limited Partnership in Mauritius

Default position – fiscally transparent

A resident LP is generally not taxed at the partnership level; instead, each partner is taxed on its share of income. Non‑resident partners are typically taxed in Mauritius only on Mauritius‑source income. A tax residence certificate is not issued to a transparent LP; treaty claims are made by eligible partners.

Election to be taxed at entity level

An LP (including one holding a Global Business Licence) may elect to be taxed like a company at the headline 15% corporate income tax rate (with potential 80%–95% partial exemptions on specified income, subject to substance), allowing the partnership itself to claim treaty benefits. Consider substance, control & management and licensing implications when making this election.

Corporate Climate Responsibility (CCR) Levy

From the year of assessment starting 1 July 2024, a 2% CCR levy applies on chargeable income of companies and resident sociétés with turnover > MUR 50m. Where an LP is transparent, any CCR exposure is assessed at the level of partners that are in‑scope taxpayers; where an LP elects to be taxed as a company, the levy may apply at the entity level if thresholds are met. Assess case‑by‑case.

Important: The precise outcome depends on residence, source of income, elections made under the Income Tax Act, treaty positions, and whether the LP holds a Global Business Licence. Obtain bespoke tax and legal advice before structuring.

Key features of a Limited Partnership in Mauritius

Governing law

Limited Partnerships Act 2011.

Legal personality

Optional (electable on registration or later with Registrar consent).

Partners: Minimum 1 GP and 1 LP

GP manages and has unlimited liability; LPs have limited liability if they do not participate in management.

Activities

Any lawful business in or from Mauritius.

Fund use case

Widely used for private equity and alternative funds.

Local presence & administration

Practical requirements typically include registered office/agent and maintenance of accounting records in Mauritius (especially where a GBL is sought).

Partnership Agreement

The rights and obligations of partners are governed by the partnership agreement, offering maximum contractual flexibility on profit sharing, capital contributions, distributions, voting, and management roles.

Registration and Legal Recognition

LPs must be registered with the Registrar of Limited Partnerships.
A Certificate of Registration is issued upon approval, confirming the legal existence of the LP.

Duration

An LP may be formed for a fixed term, for a specific purpose, or with perpetual succession—depending on what is stated in the partnership agreement.

Annual Filings

LPs are required to file annual returns and financial summaries, even if fiscally transparent, especially when holding a Global Business Licence (GBL).

Accounting and Record-keeping

LPs must keep proper books and records at their registered office in Mauritius (or another approved location), which must be accessible for inspection by authorities.

Audit Requirements

LPs holding a GBL or conducting financial services are typically subject to annual audit requirements under FSC rules.

Change of Partners

Changes in general or limited partners must be notified to the Registrar, and in some cases, updates to the partnership agreement may be required.

Dissolution and Winding Up

LPs can be dissolved voluntarily (e.g. via terms in the agreement) or compulsorily (e.g. by court order). Upon dissolution, assets are distributed in priority order as defined by law and the partnership agreement.

Tax ID and Compliance

Even if tax transparent, LPs must register with the MRA and may be required to submit returns in respect of GBL compliance, AML/CFT, or reporting partner income.

AML/CFT and Beneficial Ownership

LPs with a GBL or engaging in relevant activities are subject to AML/CFT requirements and must maintain beneficial ownership registers.

FAQs about a Limited Partnership in Mauritius

Is a Mauritian LP a separate legal entity?

It can be, if it elects legal personality. Without that election, it operates as a partnership without separate personality.

How are investors taxed if the LP stays transparent?

Partners (not the LP) are taxed on their share. Non‑resident partners are generally taxed in Mauritius only on Mauritius‑source income. For foreign‑source income in a fully offshore fund LP, no Mauritius tax typically arises for non‑resident partners.

Can an LP access Double Tax Treaties?

A transparent LP generally cannot obtain a Tax Residence Certificate; eligible partners may claim treaty benefits in their own right. If the LP opts to be taxed as a company and meets residence/substance requirements (e.g., via a GBL), the LP itself may access treaty benefits.

What licences might be needed?

If the LP carries out regulated financial services (fund management, CIS, advisory, etc.), licences/approvals from the FSC are required. Non‑regulated activities do not require FSC licensing.

How are fund LPs typically structured?

A common model uses a Mauritius LP with a Mauritian GP, often alongside a GBL to bolster treaty access and substance; this is widely used for Africa‑focused private equity and venture funds.

Does the 2% Corporate Climate Responsibility Levy apply?

It applies to companies and resident sociétés above the MUR 50m turnover threshold. Its impact on LP arrangements depends on whether the LP is tax‑transparent (levy assessed, if at all, at in‑scope partner level) or has elected to be taxed as a company (levy may then apply at the entity level). Model your expected chargeable income and turnover before electing.

How can Renesis help with a Limited Partnership in Mauritius?

Structure design: Selecting between transparency vs. entity‑level taxation; election for legal personality; waterfall and carried interest mechanics.
Regulatory pathway: Assessing whether your LP needs FSC licensing; coordinating GBL applications and substance.
Tax & treaty positioning: Cross‑border cash‑flow mapping, treaty access analysis, CCR levy modelling, and partner‑level tax considerations.
Set‑up & administration: Drafting the partnership agreement, appointing GP/administrator, registered office/agent, accounting and audit coordination.
Ongoing compliance: Tax returns, FATCA/CRS, economic substance, AML/CFT policies, and corporate secretarial support.

Speak to Renesis to map your investment goals to the most efficient LP configuration in Mauritius—while staying fully compliant.