MAURITIUS Law and Practice Contributed by: Fazil Hossenkhan, Nafiisah Jeehoo, Kelly Li and Alicia Kwan Pang, Bowmans
• Where winding-up proceedings are being initiated, every asset attributable to a sub-fund can only be made available to the creditors of that sub- fund. As such, the assets of the other sub-funds are protected from the creditors of that sub-fund, irrespective of whether the creditor is a statutory, regulatory or government body. 2.2 Regulatory Regime for Funds Regulatory Regime The regulatory regime applicable to AIFs in Mauritius consists of the following: • Financial Services Act 2007; • Securities Act 2005; • Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008; • Financial Services (Consolidated Licensing and Fees) Rules 2008 (in respect of licence fees); • Financial Intelligence and Anti-Money Launder - ing Act 2002 (in respect of anti-money laundering provisions); • United Nations (Financial Prohibitions, Arms Embargo and Travel Ban) Sanctions Act 2019; • Companies Act 2001 (for funds structured as com - panies); • Trusts Act 2001 (for funds structured as trusts); • Limited Partnerships Act 2011 (for funds structured as limited partnerships); • Protected Cell Companies Act 1999 (for funds structured as protected cell companies); • Variable Capital Companies Act 2022; • Guidelines for Advertising and Marketing of Finan - cial Products 2014; • Code of Business Conduct 2015; • National Code of Corporate Governance for Mauri - tius 2016; and • Disclosure and Reporting Guidelines for ESG Funds 2025. Regulatory Bodies The following regulatory bodies are involved in regu - lating open-end and closed-end funds: • the FSC, which is the regulator for all non-bank financial services activities (it regulates both domestic and global funds);
• the Registrar of Companies, which is the regulator in respect of all corporate matters; and • the Registrar of Limited Partnerships, which is the regulator for limited partnerships. The regulator maintains an “authorisation” regime, which means that all funds are required to be author - ised by the FSC, irrespective of whether they are “retail” funds, or funds offered exclusively to “expert” or “sophisticated” investors. The latter funds can take advantage of certain exemptions, which means they are subject to more flexible regulation than that for “retail” funds. For instance, they are exempt from min - imum funding requirements, the requirement to pre - pare and file management reports and annual reports, and the requirement to conduct daily valuations. 2.3 Disclosure/Reporting Requirements In the case of AIFs, no specific disclosure require - ments need to be included in fund documentation, but there are best accepted practices in the industry that have become accepted by the regulator. These are usually set out in the fund documentation. As a minimum, the regulator requires the private placement memorandum to specify that: • investors in the fund are not protected by any statutory schemes in Mauritius; and • the FSC makes no representation as to the finan - cial soundness of the fund, or the suitability of investments in it, when it provides its authorisation. 2.4 Tax Regime for Funds The tax regime applicable to alternative funds estab - lished in Mauritius depends on the structure of the alternative investment fund. If the fund is structured as a company and is authorised by the FSC to oper - ate as a CIS or CEF, it will be taxed on its income at a rate of 15% and will be subject to a CCR levy of 2% (if its turnover exceeds MUR50 million), although it will benefit from an exemption of: • 80% on all its income derived in the course of its business activities; as well as • 95% on its interest income effective as from the year of assessment commencing on 1 July 2024; provided the fund meets the following conditions:
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