Investment funds in Mauritius are governed by The Securities Act 2005 (the “Act”), 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 Closed ended Funds) Regulations 2008 (the “Regulations”). Global Funds are licensed as GBC1s and deal in the pooling of public funds to be invested collectively by fund and investment managers. Structured as a company, a trust, a protected cell company or in any other legal form as approved by the FSC, Global Funds can take the form of either a Collective Investment Scheme (CIS) which has a variable share capital, or a Closed-end Fund (CEF) with a fixed share capital.
- A Fully Regulated CIS must contain details of the matters contained in the first or second schedule to the Regulations, as well as conditions for replacement of the CIS Manager, custodian, directors, trustee or a member of the governing body.
- Must have a CIS Manager incorporated in Mauritius, with its place of business in Mauritius and (unless otherwise authorized) the CIS Manager must be engaged solely in the business of the management of Collective Investment Schemes.
- The assets of a Fully Regulated CIS cannot be held for safekeeping other than by someone licensed as a custodian who shall be independent of the CIS Manager and who must have a licence issued by the FSC.
- The prospectus must set out details with regards to a minimum amount of subscriptions and at least 5% of the total amount must be raised within 6 months failing which the funds raised shall be returned to the investors.
- A Fully Regulated CIS must appoint a custodian holding a custodian licence granted in terms of the Act.
Types of Funds
(Public) Collective Investment Scheme (CIS)
A Collective Investment Scheme is a scheme; 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.
Closed Ended Funds
A closed-end fund (or closed-ended fund) is a CIS that has a fixed number of shares. It is usually the favored type of vehicle for Private Equity Funds. Close Ended Funds are exempted from a number of requirements normally applicable to Public CIS.
According to the Act, a “reporting issuer” is an issuer who:
- Has by way of a prospectus, made an offer of securities;
- Has made a takeover offer by way of an exchange of securities or similar procedure?
- Securities are listed on a securities exchange in Mauritius; or
- Has not less than 100 shareholders.
Professional Collective Investment Schemes (PCIS)
A PCIS offers its shares solely to sophisticated investors or as private placements. The Professional CIS is exempted from most ongoing obligations/ regulations generally imposed on Public CIS.
According to the Act, “a sophisticated investor” means:
- The Government of Mauritius;
- A statutory authority or agency established by an enactment for a public purpose;
- A company wholly owned by the Government of Mauritius, statutory authority or aforesaid agency;
- The government of a foreign country or agency of such a government; or
- A bank, a Collective Investment Scheme Manager (defined by the Act as a person holding a Collective Investment Scheme Manager Licence issued under the Act) (“CIS Manager”),
- An insurer licensed in Mauritius, an investment adviser licensed in Mauritius, an investment dealer licensed in Mauritius or a person declared by the FSC to be a sophisticated investor.
Specialized Collective Investment Schemes
A Specialized Collective Investment Scheme is restricted to investments in real estate, derivatives, commodities or any other product authorized by the FSC. Prior to applying for such a Scheme, prior approval has to be obtained from the FSC as to whether or not such a scheme would be authorized.
An Expert Fund is a fund which is only available to ‘Expert Investors’. An Expert Investor is an investor who:
- Makes an initial investment for his own account of no less than $100,000.
- The Expert Fund is exempt from most on-going obligations/regulations generally imposed on Public CIS.
- The investment manager of an Expert Fund either needs to hold a Collective Investment Scheme Managers Licence or must hold a licence issued by a regulator in a jurisdiction having comparable regulation as Mauritius for investor protection.
- A fund can take advantage of double taxation avoidance agreements.
- There is no capital gains tax in Mauritius.
- There is no withholding tax on dividend and interest in Mauritius.
- There is no exchange control in force and funds can be repatriated freely.
- The maximum income tax liability on a fund which is tax resident in Mauritius is 3%.
- A fund can claim underlying taxes and benefit from tax sparing provisions.
- It is now possible to incorporate an exempt fund in Mauritius as a company up under the Mauritius Companies Act 2001. Such corporate funds will be exempt from tax but do not benefit from tax treaty advantages
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