Valsen Fiduciaries Funds

Mauritius Professional CIS Fund

Investment funds in Mauritius are governed by the Securities Act 2005, the Securities (Disclosure Obligations of Reporting Issuers) Rules 2007, the Securities (Licensing) Rules 2007, the Securities (Public Offers) Rules 2007 and the Securities (Collective Investment Schemes and Close-Ended Funds) Regulations 2008 (the Regulations).

About Mauritius Professional CIS Fund

The provisions relating to professional CIS applies to a CIS offering its shares solely to sophisticated investors, or a CIS offering its shares as private placements. Moreover, the provisions also apply to closed-end funds which are not reporting issuers or to those CIS that the Mauritius Financial Services Commission classifies by rules as professional CIS.
Sophisticated Investor means:

  • The Government of Mauritius;
  • A statutory authority or an agency established by an enactment for a public purpose;
  • A company, all the shares in which are owned by the Government of Mauritius or a body specified in
  • The government of a foreign country,
  • A bank;
  • A CIS manager;
  • An insurer;
  • An investment adviser;
  • An investment

A person declared by the Commission to be a sophisticated Investor.
A professional CIS is exempted from several provisions of the Regulations provided the shares acquired by the participants shall not be resold to the public and the participants are advised of this restriction at the moment of subscription or the CIS is not listed for trading on a securities exchange.

Mauritius Professional CIS Fund Legal Requirements

Requirements Description
  1. Applicable legislation
Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008
  1. Supervising Authority

Financial Services Commission of Mauritius

  1. Corporate vehicle permitted

The entity making the application is a Mauritius GBC 1 holding a Global Business Category One License (GBL1).
A CIS maybe registered as a:

  • Company
  • Limited partnership
  • Trust
  • Foundation
  1. Share capital or equivalent
    • Minimum subscription
None
    • Minimum investors

None

  1. Directors / Partners / Trustees
    • Minimum number

2

    • Corporate Directors / Partners / Trustees allowed

Yes

    • Local Directors / Partners / Trustees required

2

  1. Fund functionaries required
    • Custodian
      • Custodian required
Yes
      • Local custodian required

No

      • Eligible custodian

A custodian shall be a bank, a trust company which is subsidiary of a bank or a trustee of a trust and which shall have and maintain a minimum stated unimpaired capital of Mauritian rupees ten million or an equivalent amount.

    • Fund manager / Investment manager
      • Fund manager required
Yes
      • Local fund manager required

No

      • Fund manager requires to be licensed

Yes

      • Eligible fund manager

Fund manager must be licensed and shall be a company which is incorporated and have its place of business in Mauritius;

Or,

A licence issued by a regulatory body in a jurisdiction having comparable regulation as Mauritius for investor protection.

    • Fund administrator
      • Fund administrator required
Yes
      • Local fund administrator required

No

      • Eligible fund administrator
Fund Administrator is subject to approval by the commission
    • External auditor
      • External auditor required
Yes
      • Local external auditor required

Yes

      • Eligible external auditor

Qualified local auditor must be appointed.

 

The auditor must be approved by the Financial Reporting Council (FRC).

  1. Asset Requirements
    • Restriction on type of asset class invested

None

    • Asset diversification requirements

None

    • Limitation on size of the fund or total assets under management

None

  1. Local physical office required

No

  1. Prospectus / Offering Memorandum required to be filed

Yes

  1. Eligible for listing

Yes

  1. License fees
 
    • License application fee

USD 1,000

    • Annual license fee

USD 2,500

  1. Estimated license processing duration

3 months

Ongoing Obligations

Requirements Description
Monthly obligations
Office Required
Quarterly obligations
None
Annual obligations
File its audited financial statements and tax return within 12 months from its balance sheet date.
Other obligations

Maintain all the conditions set in the license approval letter at all times

Maintain 2 resident director in Mauritius at all times

The CIS manager where appointed, shall be responsible for ensuring that the provisions of the CIS Regulations applicable to expert funds are complied with

Maintain a CIS administrator with a place of business in Mauritius

The Board or CIS Manager must on board clients that they are satisfied are expert investor

Tax Obligations and Other Exemptions
Requirements Description
Business Tax

GBC1 companies renamed as Global Business License (GBL) (as of 1 January 2019) are liable to tax at the rate of 15%.

Profits derived from global trading activities are taxed at a reduced rate of 3%.

80% of the foreign-source income derived by a collective investment scheme (CIS), closed-end fund (CEF), CIS manager or CIS administrator is exempted from income tax.

No credit is be allowed on foreign source income where the 80% exemption has been claimed

Tax Residency in Mauritius
A company incorporated in Mauritius shall be treated as non-resident if its place of effective management is situated outside Mauritius, but shall still be required to submit a return of income in Mauritius
Corporate Social Responsibility
Companies may continue to contribute 50% of CSR (instead of 75%) to the MRA provided they receive approval from the National CSR Foundation
Capital Gains Tax
There is no capital gains tax on dividends and interest paid to non-residents.

Benefits of a Mauritius Professional CIS Fund:

  • Ease and speed of establishment
  • Flexible structuring of the entity
  • Favourable compliance restrictions
  • Friendly regulatory environment
  • No exchange controls restrictions