MAURITIUS Law and Practice Contributed by: Bhavna Ramsurun, Pinki Mahata, Lorna Senivassen and Shreya Mungur, BLC Robert & Associates
as special purpose funds and real estate invest - ment trusts (REITs).
Distribution to shareholders is subject to the company remaining solvent. The company is treated as one taxable unit. Limited Partnerships This form of partnership is governed by the Lim - ited Partnerships Act 2011. It can be set up with or without legal personality and will have at least one general partner and one or more limited part - ners. The general partner is responsible for the management of the limited partnership and has unlimited liability for the debts and obligations of the partnership. The liability of the limited partner is limited to the maximum amount of its contri - bution, provided that the limited partner takes no part in the management of the partnership. Where the limited partner does become involved in the management of the partnership, they will be treated as a general partner and be liable for the debts of the partnership. Participants’ inter - ests are referred to as partnership interests. A private equity fund structured as a partnership would offer the benefits of: • relative flexibility; • the mitigation of fiduciary risks; • the ability to account for profits and losses at limited partner level; and • tax transparency. The partnership also offers limited liability to lim - ited partners, but the liability of a general partner is not capped. Protected Cell Companies A PCC is subject to the Protected Cell Compa - nies Act 1999 and the Companies Act 2001. Par - ticipants in a PCC are issued with “cell shares” in the cell in which they invest. The segregation of assets and liabilities can be achieved by using a PCC.
2. Alternative Investment Funds 2.1 Fund Formation 2.1.1 Fund Structures Funds can be set up as companies, limited partnerships, protected cell companies (PCCs), trusts, or variable capital companies (VCCs). The typical vehicle used to structure a CEF is a com - pany or a limited partnership, whereas a CIS is commonly structured as a company, unit trust or PCC. The new VCC structure now provides an alternative for fund structuring, giving fund man - agers the opportunity to operate several sub- funds (which can include a CIS and a CEF) and SPVs under an umbrella fund instead of having to set up separate structures. Companies Companies may be established as public or pri - vate and are incorporated under the Companies Act 2001. Participants are issued with shares of the company. A private company is limited to 50 shareholders and cannot offer shares to the public. Companies have the following features: • they can be structured as limited life compa - nies and/or limited by shares; • the liability of a shareholder is limited to the extent of the amount unpaid on their shares; • a board is subject to the doctrine of fiduciary responsibility; • a separate legal personality is maintained; and • statutory rules for filing and reporting ensure transparency and accountability.
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