Limited Liability Partnership (LLP)

A Limited Liability Partnership (LLP) is a hybrid form of business entity that combines the flexibility and tax benefits of a partnership with the limited liability of a company. An LLP is governed by the Limited Liability Partnership Act (2016) providing entrepreneurs with a new and innovative form of business structure. The LLP Act also provides for the re-domiciliation of foreign LLPs or Mauritian LLPs to and from Mauritius.

An LLP can be used to offer professional or consultancy services, including legal services under a Global Legal Advisory Services Licence. It can also be used as an investment vehicle providing investors with limited liability protection and a flexible structure that allows for the pooling of capital and investment strategies. LLPs can also be used as a vehicle for joint ventures between two or more parties. An LLP provides a flexible structure that allows parties to share profits and losses according to their agreed contributions.

An LLP can be set up by two or more partners. The partners can be natural persons, an entity or an unincorporated body. A partnership agreement must be put in place by the partners. All partners can also be non-resident of Mauritius.

An LLP is a separate legal entity from its partners. Each partner’s liability is limited to the amount of their agreed contribution to the LLP.

An LLP in Mauritius must be registered with the Registrar of LLPs and is required to file an annual return and financial statements and a tax return. An LLP must appoint a manager that is resident in Mauritius at all times. The manager of a domestic LLP should be qualified as a secretary.

An LLP can also apply for a Global Business Licence if it conducts a major part of its business outside Mauritius. If an LLP holds a Global Business Licence, the manager must be a licensed Management Company.

A Limited Liability Partnership (LLP) is different from a Limited Partnership (LP) in that an LP has a ‘general partner’ who makes business decisions and is personally liable for business debts, whereas an LLP has no general partner and all the partners of an LLP have limited personal liability for business debts.

Key services include:

  • Formation of LLP
  • Drafting of Partnership Agreement
  • Application for GBL licence (if required)
  • Accounting and Audit Services
  • Drafting of minutes of Partners’ meetings
  • Opening of bank accounts