A Guide to the Mauritius Offshore Fund
Since its inception as an International Financial Centre in the early 1990s, Mauritius has emerged as the optimal jurisdiction for structuring cross-border investments into Asia and Africa, particularly India and China. Mauritius is also an established offshore fund jurisdiction with an internationally recognised but pragmatic regulatory environment and extensive double tax treaty network making it a domicile of choice for offshore funds.
The Mauritian Legislation provides for two categories of investment companies (funds):
- Open-ended funds also known as Collective Investment Schemes (CIS); and
- Closed-end funds commonly known as Private Equity Funds.
They are setup as per the Securities Act 2005 and Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008. A Collective Investment Scheme (‘CIS’ / Offshore Fund / Global Fund) is defined under the Securities Act 2005 as a scheme constituted as a company, a trust, or any other legal entity (e.g a limited partnership) prescribed or approved by the Financial Services Commission(FSC) in Mauritius:
- whose sole purpose is the collective investment of funds in a portfolio of securities, or other financial assets, real property or non-financial assets as may be approved by the FSC;
- whose operation is based on the principle of diversification of risk; that has the obligation, on request of the holder of the securities, to redeem them at their net assets value, less commission or fees; and
- where the participants do not have day to day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management.
- includes closed-end funds whose shares or units are listed on a securities exchange; but
- excludes such schemes as are specified in Part II of the Schedule SA 2005.
A Closed-end Fund means an arrangement or a scheme, other than a CIS, whose object is to invest funds, collected from investors through an offer or from sophisticated investors, in a portfolio of securities, or in other financial or non-financial assets, or real property. A “Global scheme” is defined under the Securities (Collective Investment Schemes and Closed-end Funds) Regulations 2008 (“Regulations”) as a company or any other legal entity approved by the FSC, holding a Category 1 Global Business Licence (GBL 1) and authorized to carry out activities falling within the definition of a Collective Investment Scheme.
- Fully regulated CIS (meant for Public Funds).
- Professional CIS: professional CIS are CIS which offer their shares solely to sophisticated investors or as private placements. The Professional
- CIS are exempted from most on-going obligations/regulations generally imposed on public CIS.
- Specialised CIS: a Specialised CIS is a CIS which invests in real estate, derivatives, commodities or any other product authorised by the
- Financial Services Commission.
- Expert Fund: an Expert Fund is a CIS that has applied to the Commission to be licensed as an Expert Fund. Expert Funds are only available to expert investors.
- Minimum funding requirements
- Changes in any constitutive documents, managers, ownership must be notified.
- A custodian needs to be appointed.
- A local auditor must be appointed, which is approved by the commission.
- Adherence to specific guidelines for advertisement
- Adhere to its licensing conditions such as capital requirement, PI cover, restrictions in dealing in certain securities