MAURITIUS Law and Practice Contributed by: Bhavna Ramsurun, Pinki Mahata, Lorna Senivassen and Shreya Mungur, BLC Robert & Associates
PCCs are often structured to meet the objectives of investment – for example, providing for inves - tor returns from specific cells, distinct separation of non-cellular assets and cellular assets, and restricting liability arising from one cell to that cell only. PCCs have the same advantages as companies, including limited liability for share - holders, a board that has fiduciary duties, sepa - rate legal personality, and the same statutory rules for filing and reporting. Trusts Trusts are created under the Trusts Act 2001 and participants are issued with units therein. A trust established in Mauritius can have up to four trustees – at least one of whom should be a qualified trustee (a person who is authorised as such by the FSC). Trusts are relatively easy to set up and are flex - ible vehicles, but do not have legal personality. The creation of a trust does not require any reg - istration or incorporation – although an applica - tion to the FSC must be made in order to be authorised as a fund. Trustees are subject to fiduciary duties. Variable Capital Companies A VCC is incorporated under the Companies Act 2001 and carries out its activities through sub- funds and SPVs. A VCC needs to be authorised by the FSC as a “VCC fund”, pursuant to the Variable Capital Companies Act 2022. A VCC can operate as a standalone invest - ment fund or can be structured as an umbrella fund through its sub-funds and/or its SPVs. The assets and liabilities of one sub-fund or SPV are segregated from those of another and, as such, the liabilities of a sub-fund under an umbrella VCC can only be discharged from its assets and
not out of the assets of the other sub-funds or SPVs. Unlike a PCC, one sub-fund of a VCC fund can be structured as a CIS, while another sub-fund of the same VCC fund can be structured as a CEF. Therefore, a VCC fund can accommodate both open-ended and closed-end structures under one “umbrella” structure. In addition, the sub- fund or SPV of a VCC fund may have a separate legal personality from that of the VCC fund (ie, separate name and legal entity) – in which case, it must be incorporated as a company under the Companies Act 2001. A sub-fund of a VCC fund can also act as a feeder fund or a master fund. On the other hand, SPVs can only operate as a vehicle ancillary to the VCC or a sub-fund of the VCC, and not as a fund on their own. 2.1.2 Common Process for Setting Up Investment Funds Funds in Mauritius are regulated as CISs or CEFs and requires= fund authorisation from the FSC. AIFs are typically sub-classified as expert funds or professional CISs. A fund that conducts business principally out - side Mauritius, the majority of whose shares/vot - ing rights/legal or beneficial interests are held by non-citizens, will also be required to apply for a global business licence (GBL). Any corpora - tion holding a GBL must be administered by a management company that is duly licensed by the FSC (the “administrator”). Such an admin - istrator must also be appointed as the GBL’s corporation secretary/registered agent and will be responsible for liaising with the authorities on the setting-up and licensing of the entity, as well as for ensuring ongoing compliance with Mauritius’ laws.
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