MAURITIUS Law and Practice Contributed by: Sameer K Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
• limited by guarantee; • limited by shares and guarantee; • unlimited; or
limited partners (les associés commanditaires ) and unlimited, or general, partners ( les associés commandités ). Limited partners enjoy the bene - fit of liability limited to the extent of their respec - tive 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 regis - tered, the partners of the limited partnership may elect that the partnership have legal personality. Similar to partnerships organised under the Commercial 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 limited partnership with - out limitation, whilst limited partners (subject to the partnership agreement) are not liable for any debts of the limited partnership beyond the amounts contributed or agreed to be contrib - uted. Trusts Trusts are governed by the Trusts Act 2001. A trust (other than a purpose trust) is limited to a duration of 99 years from the date of its creation. In the case of a purpose trust, an enforcer and a successor to the enforcer must be appointed when the trust is established, the duty of the enforcer/successor to the enforcer being the enforcement, if necessary, of the terms of the purpose trust. A trust is governed by the terms of its trust deed and the Trusts Act 2001.
• limited life (common for private equity funds and suitable for joint ventures or projects). Except for the fourth point above, the liability of the shareholders is limited to the amount pay - able on the shares issued to them; for the sec - ond point, liability of the members is limited by the constitution to such amount as the members may respectively 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 alteration of its constitution extending the duration of the company to such period or peri - ods 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 incorporat - ed with one shareholder and with one share (no minimum share capital amount); typically share capital would start at MUR1.00 or USD (or any 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. Liability of each partner in a general partnership ( Sociétés en Nom Collectif ) is unlimited, whereas in a limited partnership ( Sociétés en Comman- dite Simple ), there are two categories of partners: foreign currency) 1.00. Partnerships (Sociétés)
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