|Fund Structure||Limited Partnership (most common)|
|Cost||Payable to FSC:|
USD$1,000 registration fee
USD$3,000 annual fee
Payable to Registrar of Companies:
USD$107 incorporation fee USD$64 annual fee
Additional costs may be incurred depending on the service providers engaged
|Timing||~60 business days|
|Fund Marketing||Fund managers may not solicit investments from persons in Mauritius, unless the fund manager is licensed in Mauritius. Fund managers may be required to register the offering with the FSC before marketing the fund to investors.|
|Tax Treatment||Companies are tax opaque, LPs are tax transparent|
An investor who is not tax resident in Mauritius and who does not otherwise derive any income from Mauritius is not required to pay any tax in Mauritius
There is no withholding tax on the following payments by a fund established as a company or a limited partnership: distribution by the fund to its resident and non-resident investors; in respect of a fund holding a GBL, interest paid to non-residents out of the foreign source income of the fund; or interest paid to a company resident in Mauritius.
|African Private Equity and Venture Capital Association||https://www.avca-africa.org/|
Mauritius is a leading jurisdiction for forming funds given its investor friendly tax regime, the flexibility of its legislation, political stability, and the strength of its legal system. There is no capital gains tax in Mauritius. Many fund managers looking to invest in Africa, Asia, and India choose to organize their funds in Mauritius. Funds in Mauritius can be structured as a company, protected cell company, trust, or limited partnership, though typically funds are structured as limited partnerships. A limited partnership can be set up with or without legal personality. The liability of an investor is limited to their capital contribution to the fund, provided the investor is not involved in the management of the fund.
Mauritius is a common choice of domicile to access the Indian market given its tax and regulatory framework and historical ties with India. Key sectors include tech, eCommerce, healthcare, financial services, and hospitality. The India-Mauritius tax treaty is what makes Mauritius such an attractive domicile for accessing the Indian market, as there is no capital gains tax in either India or Mauritius on the sale of the shares of the Indian company by a Mauritius entity.
Funds are regulated by the Financial Services Commission (FSC) and fund authorization is required before setting up a fund in Mauritius. The application for authorization includes the following:
- proposed fund prospectus;
- fund formation documents;
- fund governance documents;
- KYC documents on the beneficial owners and proposed fund directors;
- “Fit and Proper” person questionnaire;
- any certificates/confirmations required by law; and
- registration and processing fees (USD$1,000 for registration and USD$3,000 annually)
In addition, funds are required to pay a registration fee of USD$107 and annual fee of USD$64 to the Registrar of Companies in Mauritius.
Fund managers may not solicit investments from investors located in Mauritius unless the fund manager is licensed in Mauritius. Funds authorized in Mauritius may be required to file an offering document with the FSC that contains necessary information on the securities being offered in order to market the fund to investors. The FSC issued guidelines to regulate the content of marketing materials and all marketing materials must include certain disclosures and disclaimers in connection with the offering and the persons making the offering.
It is worth noting that in May 2020 the EU included Mauritius on its list of high-risk countries that have “strategic deficiencies in their anti-money laundering and counter terrorist financing frameworks”. As such, some investors, particularly in the EU, may be wary of investing in a Mauritius fund.
More Domicile Analysis
For more information on fund domiciles, including details and analysis below:
- Venture Capital Domicile Report
- Fund Domicile in Delaware, United States
- Fund Domicile in Ontario, Canada
- Fund Domicile in Singapore
- Fund Domicile in Caymans
- Fund Domicile in the United Kingdom
- Fund Domicile in Mauritius
- Fund Domicile in Luxembourg
- Fund Domicile in Estonia