Limited Partnerships (LPs)
A Limited Partnership is a combination of both a partnership and a private limited liability company, allowing owners to operate as a partnership with a separate legal personality. LPs are commonly used for funds as well as by professionals such as lawyers, accountants and consultants.
LPs may be established to carry on any lawful business in Mauritius or from within Mauritius both with persons in and outside of Mauritius. The business and affairs of the LP are conducted in accordance with its partnership agreement.
LPs are subject to the Limited Partnership Act 2011 and the Financial Services Act and Securities Act, when operating as a fund with a Global Business Licence.
- LPs can elect to have legal personality or not at any time.
- No restrictions on the number of partners
- Name of LPs must end with the words “Limited Partnership”, or “L.P.”, or “LP”
- Unless at least one GP is resident in Mauritius (individual or corporate body), the LP must have a registered agent in Mauritius
- GPs are jointly and severally liable for the debts and obligations of the LP, but the limited partners and only liable to the extent of their agreed contributions, unless they participate in the management of the LP
- LPs must have a partnership agreement and 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
- Capital contributions can be in the form of money, loan or other property or services; the value of non-cash contributions should be agreed under the partnership agreement
- Financial statements are filed with the registrar unless the LP holds a global business licence, in which case, the financial statements are filed with the FSC
- LPs should have and maintain a registered office in Mauritius which may be but need not be its principal place of business.
Partners
LPs need to have at least one General Partner (GP) and one Limited Partner (LP).
A person may be both a GP and a LP at the same time. Subject to the regulations and the partnership agreement, each partner shall be entitled to share any profit of the limited partnership which accrues while he is a partner, and shall be liable to bear any loss of the limited partnership incurred while he is a partner, in equal proportion.
A partner may not be removed unless a power to do so is provided under the partnership agreement. Where there is more than one GP, decisions on ordinary matters connected with the business or affairs of the partnership may, subject to the Act and partnership agreement, be decided by a majority of the GPs.
General Partner (GP)
The GP
- Can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere
- Is the agent of the Limited Partnership and his acts are binding upon the Limited Partnership
- Invests capital, manages the business and is personally liable for obligations and debts for partnership debts with no limitation
Limited Partner (LP)
The LP
- Can be an individual, body corporate or unincorporated, société or partnership or any other body of person in Mauritius or elsewhere
- Benefits from limitation of its liability to the capital contributed or agreed to be contributed to the LP
- Has no right to execute documents or take any decisions whatsoever in the partnership
- Cannot participate in the conduct and management of the partnership
- Is not personally liable for the debts of the partnership beyond his capital contribution