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 Mauritius.
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 services;
- holding a Global Legal Advisory Services Licence issued by the Financial Services Commission (the "FSC"); or
- engaging in such activities as may be prescribed.
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 omissions.
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 accessible:
- 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 the FSC.
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 conversion.