The Mauritian Limited Liability Partnerships Act, 2016 (the
"Act") came into force on 3 January
2017, and provides for the establishment of limited liability
partnership ("LLP") structures in
The LLP is a welcome and awaited addition to the various types
of vehicles that can be created in Mauritius. Its introduction
brings Mauritius in line with other major jurisdictions, such as
the United Kingdom and the United States, where such types of
corporate entities are used.
Who can set up an LLP?
Persons who will be able to set up LLPs are those:
offering professional or consultancy
holding a Global Legal Advisory
Services Licence issued by the Financial Services Commission (the
engaging in such activities as may be
Do LLPs have independent legal personality?
Similar to LLPs in other jurisdictions, an LLP in Mauritius is a
body corporate with a separate legal personality to its partners.
It is capable of suing and being sued in its own name and is, by
default, tax transparent.
Unlike a limited partnership structure, all partners may take
part in the management of the LLP, and the liability of all
partners is limited to the amount they contribute or agree to
contribute to the LLP – they are not personally liable for
the wrongful acts or omissions of other partners. Partners do,
however, retain unlimited liability for their own wrongful acts or
Is an LLP agreement compulsory?
Every LLP is required to have a partnership agreement
("LLP agreement"). The Act is
deliberately not overly prescriptive, in order to retain the
advantage of flexibility that comes with this type of vehicle. The
partnership agreement is therefore a key document that records the
agreement of partners on the running of the LLP.
Is the information of LLPs confidential?
In an effort to provide comfort to international firms and
investors setting up their operations in Mauritius, the Act
provides for the protection of the confidentiality of information
filed with the registrar for those persons setting up an LLP with a
Category 1 Global Business ("GBC1")
Licence issued by the FSC, or having at least one partner holding a
GBC1 licence. In such cases, only the following will be publicly
the name and address of the
registered office of the LLP; and
the name and address of any
management company appointed by the LLP.
Any other information held with the registrar will only be
available for inspection by a partner or an officer of the LLP or
Can an existing structure be converted into an LLP?
It is worth highlighting that the Act provides for the
conversion of existing entities (bodies corporate or unincorporated
bodies) to an LLP, although we believe that further regulations
will need to be issued to deal with the practicalities of such
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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