MAURITIUS Law and Practice Contributed by: Sameer K. Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
approval or authorisation for the conduct of a financial services activity. Immovable Property An action can be brought before the Supreme Court on disputes relating to immovable property. 3. Corporate Vehicles 3.1 Most Common Forms of Legal Entity The corporate vehicles available in Mauritius include: • companies; • partnerships ( sociétés ); • limited partnerships; • trusts; and • foundations. Companies Companies may be private or public. A company is deemed to be a public company unless it is stated otherwise in its application form for incorporation or its constitution. A private company cannot have more than 50 shareholders and cannot offer its shares to the public. A company may be set up as follows: • limited by shares (most common); • limited by guarantee; • limited by shares and guarantee; • unlimited; or • limited life (common for private equity funds and suitable for joint ventures or projects). Except for the fourth point in the foregoing list, the liability of the shareholders is limited to the amount payable on the shares issued to them; for the second point, liability of the members is limited by the consti - tution to such amount as the members may undertake to contribute to the assets of the company in the event of it being wound up. A company set up as a limited life company has an initial life not exceeding 50 years, subject to the altera - tion of its constitution extending the duration of the company to such period or periods not exceeding an
aggregate of 150 years. A limited life company may have categories of interests in the company, such as an interest in the profits of the company, an interest in the capital of the company or an interest in the man - agement of the company. A company limited by shares may be incorporated with one shareholder and with one share (no minimum share capital amount); typically, share capital would start at MUR1.00 or USD1.00 (or any foreign currency in the same amount). Partnerships (Sociétés) Partnerships in Mauritius are referred to as sociétés and are governed by the Commercial Code and Civil Code. The life of a partnership is limited to a maximum of 99 years. The liability of each partner in a general partnership ( sociétés en nom collectif ) is unlimited, whereas in a limited partnership ( sociétés en commandite simple ), there are two categories of partners: limited partners ( les associés commanditaires ) and unlimited, or gener - al, partners ( les associés commandités ). Limited part - ners enjoy the benefit of liability limited to the extent of their contributions to capital, whereas unlimited partners are liable to contribute, in full, to the debts and liabilities of the limited partnership. Limited Partnerships Whilst limited partnerships may be formed under the Commercial Code and Civil Code, they may also be created under the Limited Partnerships Act 2011 (LPA). A distinguishing feature is that at the time that the limited partnership is registered, the partners of the limited partnership may elect that the partnership have legal personality. Similar to partnerships organised under the Commer - cial Code and Civil Code, the partners in a limited partnership under the LPA are of two types: general partners or limited partners. General partners are jointly and severally liable for all the debts of the lim - ited partnership without limitation, whilst limited part - ners (subject to the partnership agreement) are not liable for any debts of the limited partnership beyond the amounts contributed or agreed to be contributed.
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