MAURITIUS Law and Practice Contributed by: Bhavna Ramsurun, Pinki Mahata, Lorna Senivassen and Shreya Mungur, BLC Robert & Associates
MUR3,000 and an annual fee of MUR2,500 are payable to the Registrar of Limited Partnerships in the case of a limited partnership. 2.1.3 Limited Liability Investors typically seek participation in a struc - ture whereby their liability is limited. These investments generally take the form of either shares in a company limited by shares or part - nership interests in a limited partnership. The liability of investors will be limited to the amount they have contractually undertaken to pay to the fund. To enjoy limited liability, the underlying principle in both structures is for the investor to have a passive participation. Investors risk losing their limited liability status if they participate in the management of the business of the fund. In doing so, they may be viewed as acting as the general partner or a director (depending on the structure) and thus attract the unlimited liability that generally attaches to a general partner, or they may become personally liable as a director. Legal opinions on the limited liability of investors (and on matters such as due incorporation/reg - istration and the power, capacity and authority of the fund to execute the fund agreements) are typically provided upon request by the share - holders/limited partners. 2.1.4 Disclosure Requirements A fund authorised in Mauritius needs to file an offering document with the FSC. Any update to these documents must also be filed with the FSC. The type of offering document and the relevant disclosure in this document will vary depending on the category of the fund and the target investors.
The disclosure requirements for funds being offered by way of private placement or to sophisticated investors, high net worth investors or expert investors will be reduced. However, the offer document must contain the requisite dis - claimers and generally sufficient information to allow investors to make an informed decision on investment in the fund. Reporting Requirements Non-retail funds are required to file audited financial statements with the regulator within six months of the balance sheet date. However, such accounts do not need to be made public. The annual financial statements of companies/ limited partnerships (other than those holding a GBL) are available for public inspection at the Registrar of Companies/Registrar of Limited Partnerships (as applicable). 2.2 Fund Investment 2.2.1 Types of Investors in Alternative Funds There is a diverse range of investors in Mauritius, including institutional investors, development finance institutions, family offices and financial institutions. 2.2.2 Legal Structures Used by Fund Managers An investment manager licensed by the FSC must: • be incorporated or registered as a body cor - porate in Mauritius; • be engaged principally in the business of managing funds; • have directors, officers and beneficial owners who meet the “fit and proper” test; • have appropriately qualified staff;
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