Global Funds: Global and Legal Structure
Global Funds are licensed under the Financial Services Act and the Securities Act 2005.
Global Funds can be structured as a GBC1, a trust, a protected cell company (PCC) and other forms approved by the Financial Services Commission (FSC). These entities may be authorised by the FSC either as a Collective Investment Scheme or a Closed End Fund.
Global Funds can take the form of:
- A collective investment scheme (CIS) which has a variable share capital (Open End Fund). Investors are allowed to redeem their shares at net asset value at pre-determined times in accordance with its Constitution.
- A Closed End Fund has a fixed share capital. Investors do not have the right to call for their shares to be redeemed at net asset value by the company. The company may be formed with a limited life after which the assets are distributed to investors on winding up.
Closed-ended Investment Companies can be listed on the Mauritius Stock Exchange.
The FSC requires a substantial amount of information about a proposed Investment Company during the licensing process, including, inter alia, its investment policy, the antecedents of the investment manager and the promoters, its adherence to marketing and investment regulatory regimes in other countries.
The administrative requirements of a fund are as follows:
- An Offshore Fund must have a local administrator, custodian (usually a bank) and auditor;
- Accounts and accounting documents are kept in Mauritius;
- The share register is kept in Mauritius;
- Issues and redemptions of shares are carried out in Mauritius;
- Calculation of the NAV is carried out in Mauritius.
TFunds operating from Mauritius must produce a prospectus whose content is governed by a set of FSC rules. Funds must file full financial statements with the FSC half-yearly (unaudited) and annually (audited). Abbreviated quarterly asset statements are also required. The FSC has a continuing right of inspection over Investment Company’s records.
The authorisation process is the same for both open-ended and closed-ended funds. The prescribed application form must be sent to the FSC. This must be accompanied by:
- The proposed prospectus (which must be approved by the FSC and contain certain specified matters);
- The governing documents of the proposed fund (constitution, trust deed or partnership deed, whichever is applicable);
- Copies of major agreements to be put in place (for example, investment management agreement, custody agreement, administration agreement and any advisory agreements);
- KYC documentation on promoters, beneficial owners and proposed directors;
- Personal questionnaire;
- The prescribed first annual registration and processing fees.
Once the FSC is satisfied that the fund meets the legal and regulatory requirements, the fund entity can be incorporated.
On incorporation, the FSC issues the certificate of authorisation and the fund can make its first offering.
A fund shall be taxable similarly as a GBC1 i.e. at the rate of 15%. However, the fund will be entitled to a tax credit of the actual foreign tax suffered or to a deemed tax credit of 80 per cent of the Mauritian tax on their foreign source income, whichever is higher. There is no capital gain tax in Mauritius. Redemption proceeds paid by the fund to an investor will be exempt from Mauritian withholding tax.