VARIABLE CAPITAL COMPANY (VCC)

A Flexible and Innovative Platform for International Investment Funds

Mauritius offers an advanced investment structuring framework through the Variable Capital Company (VCC), providing fund promoters, investment managers, institutional investors and family offices with a versatile platform for establishing and managing multiple investment strategies.

Introduced under the Variable Capital Companies Act 2022, the Mauritius VCC combines operational flexibility, statutory segregation of assets and liabilities, and the ability to accommodate different investment vehicles within a single overarching structure.

A VCC may operate through one or more sub-funds and Special Purpose Vehicles (SPVs), allowing different investment strategies, investor groups and asset classes to be managed within an integrated corporate framework.This makes Mauritius an attractive jurisdiction for international fund promoters seeking a flexible, regulated and potentially cost-efficient investment platform.

KEY FEATURES OF A MAURITIUS VCC

1. Flexible Umbrella Structure

A VCC may accommodate multiple sub-funds and SPVs under one overarching corporate structure.

Each sub-fund may pursue a distinct investment strategy, enabling fund promoters to manage different portfolios, investment objectives and investor groups within the same VCC.

2. Segregation of Assets and Liabilities

One of the principal advantages of a VCC is the statutory segregation of assets and liabilities between its sub-funds and SPVs.

The liabilities attributable to one sub-entity are generally restricted to its own assets, providing protection against liabilities arising in other sub-entities, subject to applicable law.

3. Open-Ended and Closed-End Investment Funds

A VCC may accommodate both Collective Investment Schemes (CIS) and Closed-End Funds (CEF) within the same umbrella structure, subject to FSC approval.

This flexibility allows fund promoters to establish different investment strategies without necessarily creating a separate overarching company for each fund.

4. Separate Legal Personality

A sub-fund or SPV may elect to have legal personality distinct from that of the VCC, subject to the relevant incorporation and regulatory requirements.

This offers additional flexibility in structuring ownership, contractual relationships and investment activities.

5. Variable Share Capital

A VCC provides flexibility in issuing, redeeming and repurchasing shares, subject to applicable legal requirements and the nature of the relevant fund.

This is particularly useful for investment strategies requiring periodic subscriptions and redemptions.

6. Operational and Administrative Efficiency

Multiple sub-funds may benefit from shared corporate infrastructure, governance arrangements and professional service providers, where permitted.

This can generate economies of scale and reduce duplication of administrative functions.

7. Cross-Investment Opportunities

Subject to applicable restrictions and regulatory requirements, sub-funds and SPVs within the same VCC may invest in other sub-entities of that VCC.

This can facilitate master-feeder arrangements and other investment structures.

8. Special Purpose Vehicles

A VCC may establish SPVs to undertake permitted ancillary activities, including investment holding arrangements and certain family office activities.

An SPV cannot independently operate as an investment fund.

PRINCIPAL BENEFITS OF ESTABLISHING A VCC IN MAURITIUS

Investment Flexibility

Accommodates multiple investment strategies, asset classes and investor groups within an integrated structure.

Asset and Liability Segregation

Provides statutory separation between sub-entities, reducing the risk of liabilities affecting unrelated portfolios.

Potential Cost Efficiency

Shared governance and administrative infrastructure may reduce operating costs compared with maintaining multiple standalone investment companies.

Scalability

Allows fund promoters to establish additional sub-funds or SPVs as their investment activities expand, subject to the required approvals.

International Investment Platform

Offers access to Mauritius's established financial services ecosystem and professional fund administration infrastructure.

Regulatory Framework

Operates under a dedicated legislative framework and the supervision of the Financial Services Commission.

Flexible Fund Strategies

Can accommodate open-ended and closed-end funds under one structure, subject to the relevant approvals.

Potential International Tax Advantages

A qualifying VCC holding a Global Business Licence may access applicable tax treaty benefits and tax reliefs, subject to tax residence, economic substance and other eligibility requirements.

ESTABLISHMENT AND REGULATORY REQUIREMENTS

The establishment and operation of a Mauritius VCC are governed principally by the Variable Capital Companies Act 2022, the Companies Act 2001, the Financial Services Act 2007 and, where applicable, the Securities Act 2005.

Principal Requirements

1. Incorporation or Conversion

A VCC may be newly incorporated in Mauritius. An existing eligible Mauritius company may also be converted into a VCC, while qualifying foreign companies may be able to redomicile to Mauritius.

2. FSC Authorisation

A VCC must obtain the appropriate authorisation from the Financial Services Commission before undertaking regulated activities.

3. Sub-Fund Approval

Each proposed sub-fund requires the relevant FSC approval and must comply with the applicable fund regulatory framework.

4. Global Business Licence

Where the VCC satisfies the relevant statutory criteria for Global Business, a Global Business Licence is required.

5. Governance and Management

Appropriate directors, corporate governance arrangements, internal controls and management procedures must be maintained.

6. Professional Service Providers

Depending on the activities and fund category, the VCC may require appropriately licensed or authorised fund managers, administrators, custodians, auditors and other professional service providers.

7. Compliance Obligations

The VCC and its relevant sub-entities must comply with applicable AML/CFT, beneficial ownership, financial reporting, statutory filing and ongoing regulatory obligations.

TAXATION OF A MAURITIUS VCC

The taxation of a VCC depends on its legal structure, tax residence, the activities undertaken and the applicable tax legislation.

The general Mauritius corporate income tax rate is 15%.

Qualifying categories of income may benefit from applicable partial exemptions, subject to prescribed conditions, including economic substance requirements where relevant.

Depending on the applicable tax rules and accounting arrangements, taxation may be assessed at the VCC level or separately in relation to qualifying sub-entities.

A VCC holding a Global Business Licence may potentially benefit from Mauritius's Double Taxation Avoidance Agreements, provided the relevant treaty eligibility requirements are satisfied.

Tax treatment and treaty benefits are not automatic and should be evaluated with qualified tax advisers before establishing the structure.

WHO SHOULD CONSIDER A MAURITIUS VCC?

A Mauritius VCC may be particularly suitable for:

Investment Fund Promoters

Seeking to establish multiple investment strategies within one umbrella structure.

Private Equity and Venture Capital Managers

Managing separate investment portfolios, investment rounds or sector-specific strategies.

Institutional Investors

Seeking appropriately governed and regulated investment structures.

Real Estate and Infrastructure Funds

Managing investments across different projects, sectors or geographic markets.

International Asset Managers

Seeking a scalable investment fund platform with multiple sub-funds.

High-Net-Worth Families and Family Offices

Seeking suitable structures for segregated investment portfolios or permitted family office activities.

VCC VERSUS PROTECTED CELL COMPANY (PCC)

Although both structures provide statutory segregation of assets and liabilities, they differ in their legal and operational flexibility.

HOW LGBS CAN ASSIST

Your Professional Partner for Investment Structuring in Mauritius

London Global Business Solutions Ltd provides corporate, fiduciary and administrative services to international businesses, investors and investment promoters.

Our services in connection with Mauritius VCC structures may include:

  • Preliminary structuring and feasibility assessment.
  • Assistance with incorporation and VCC authorisation applications.
  • Coordination of Global Business Licence applications, where required.
  • Assistance with establishing sub-funds and SPVs.
  • Corporate secretarial and governance support.
  • Coordination with licensed fund managers, administrators, custodians and auditors.
  • Assistance with statutory filings and regulatory compliance.
  • Ongoing corporate administration and professional support.

Where specialised legal, taxation or investment management services are required, LGBS can coordinate with appropriately qualified and authorised professionals.

ESTABLISH YOUR INVESTMENT PLATFORM IN MAURITIUS

Flexible Structures for Evolving Investment Strategies

Whether you are launching a private equity fund, establishing a multi-strategy investment platform, structuring real estate investments or developing an international fund management business, Mauritius offers a versatile VCC framework.

LGBS can assist you in exploring suitable structures and coordinating their establishment and ongoing administration.

Disclaimer: This information is provided for general marketing and informational purposes only and does not constitute legal, taxation or investment advice. VCC establishment, licensing, tax treatment and operational requirements are subject to applicable Mauritius legislation, FSC requirements and the particular circumstances of each proposed structure.

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