LEGAL SUPPLEMENT 509

to the Government Gazette of Mauritius No. 105 of 3 December 2016

THE LIMITED LIABILITY PARTNERSHIPS ACT 2016

Act No. 24 of 2016

I assent

Bibi Ameenah Firdaus Gurib-Fakim

2 December 2016 President of the Republic

_______________

ARRANGEMENT OF SECTIONS

Section

PART I – PRELIMINARY
1. Short title
2. Interpretation
3. Application of Act
4. Non-application of Code Civil Mauricien and Code de Commerce
PART II – REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS
5. Registrar of Limited Liability Partnerships
6. Powers of inspection of Registrar
7. Power of Registrar to reconstitute file
8. Practice Directions
9. Use of electronic system
510 Acts 2016

PART III – NATURE OF LIMITED LIABILITY PARTNERSHIP

10. Separate legal personality
11. Validity of actions
12. Constitution of limited liability partnership
13. Limited liability of partners
14. Power of partner to bind limited liability partnership
15. Relationship of partners
16. Cessation of partnership interest
17. Assignment of partnership interest
PART IV – NAME AND REGISTRATION
18. Name of limited liability partnership
19. Reservation of limited liability partnership name
20. Change of name
21. Restriction on use of words “Limited Liability Partnership”, abbreviation “L.L.P.”or
designation “LLP”
22. Registration of limited liability partnership
23. Manner and particulars of registration
24. Power to refuse registration
25. Register of limited liability partnerships
26. Certificate of current standing
PART V – CONVERSION TO LIMITED LIABILITY PARTNERSHIP
27. Conversion to limited liability partnership
PART VI –TRANSFER OF REGISTRATION
Sub-Part A – Registration and Continuation of Foreign Limited Liability
Partnership
28. Application for registration and continuation of foreign limited liability partnership
29. Registration of foreign limited liability partnership
30. Effect of registration of foreign limited liability partnership
Sub-Part B – Transfer of Registration of Limited Liability Partnership to
Other Jurisdictions
31. Transfer of registration
32. Application for removal
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33. Approval of partners

34. Limited liability partnership to give public notice
35. Restriction on removal
36. Removal from register

PART VII – MANAGEMENT AND ADMINISTRATION

37. Minimum of 2 partners
38. Manager
39. Disqualification under the Companies Act
40. Audited financial statements or financial summary
41. Accounts and records to be kept at registered office
42. Registered office
43. Publication of name and limited liability
44. Changes in particulars

PART VIII – REMOVAL FROM AND RESTORATION TO REGISTER

45. Removal from register
46. Effect of removal from register
47. Restoration to register and effect of removal

PART IX – APPLICATION OF THE INSOLVENCY ACT AND

DISSOLUTION OF LIMITED LIABILITY PARTNERSHIP
48. Application of the Insolvency Act
49. Dissolution of limited liability partnership
50. Dissolution of limited liability partnership by Court
51. General provisions on dissolution of limited liability partnership
52. Rights of partners to partnership property
53. Personal liability in event of insolvency
54. Distribution of assets on dissolution
55. Debt owed to partner

PART X – MISCELLANEOUS
56. Report to Commission by Registrar
57. Protection from liability
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58. Jurisdiction of Intermediate Court

59. Failure or refusal to execute document or statement
60. Lost or destroyed document
61. Execution of document
62. Appeals from decisions of Registrar
63. Extending time for doing any required act
64. Other statutory or regulatory requirements
65. Default procedure
66. Compounding of offences
67. Offences and penalties
68. Regulations
69. Consequential amendments
70. Commencement
_______________

An Act
To provide for the registration and administration of limited liability
partnerships, and for related matters

ENACTED by the Parliament of Mauritius, as follows –

PART I – PRELIMINARY

1. Short title
This Act may be cited as the Limited Liability Partnerships Act 2016.
2. Interpretation
In this Act —
“appropriate authority” includes any Ministry or Government
department, local authority, statutory body or the Rodrigues
Regional Assembly;
“Category 1 Global Business Licence” means a Category 1 Global
Business Licence issued under the Financial Services Act;
 Acts 2016 513

“CBRIS” has the same meaning as in the Companies Act;

“Commission” means the Financial Services Commission
established under the Financial Services Act;
“Court” means the Bankruptcy Division of the Supreme Court;
“financial summary” means the financial summary referred to in
section 40;
“foreign limited liability partnership” means a partnership –
(a) constituted under the law of a country other than Mauritius;
(b) in which the partners have limited liability; and
(c) registered as such under this Act;
“Global Legal Advisory Services licence” means the licence referred
to in section 77A(1) of the Financial Services Act;
“limited liability partnership”–
(a) means a limited liability partnership constituted or continued
in Mauritius; and
(b) includes a foreign limited liability partnership registered as a
foreign limited liability partnership under this Act;
“liquidator” has the same meaning as in the Insolvency Act;

“local authority” has the same meaning as in the Local Government

Act;
“manager” means the manager referred to in section 38;
“Minister” means the Minister to whom responsibility for the subject
of finance is assigned;
“officer” means a director, associate, trustee or any other natural
person or a manager involved, directly or indirectly, in the
management of a partner or a limited liability partnership;
“partner”, in relation to a limited liability partnership, means any
person who has been admitted as a partner in the limited liability
partnership in accordance with its partnership agreement;
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“partnership agreement” means an agreement, in writing, between

the partners of a limited liability partnership which determines –
(a) the manner in which the affairs of the limited liability
partnership shall be conducted; and
(b) the mutual rights and duties of the partners and their rights
and duties in relation to the limited liability partnership;
“partnership interest” means the interest of a partner in a limited
liability partnership in respect of the profit, capital, voting and other
rights, benefits or obligations to which he is entitled or subject under
this Act or the partnership agreement;
“receiver” has the same meaning as in the Insolvency Act;
“register” means the register of limited liability partnerships referred
to in section 25;
“Registrar” means the Registrar of Limited Liability Partnerships
referred to in section 5;
“resident” means –
(a) a natural person who resides in Mauritius; or
(b) an entity incorporated, registered or established under the
laws of Mauritius;
“service address”–
(a) means the address at which documents may be served; and
(b) includes the address of a registered office;
“wrongful act or omission” includes any act or omission –
(a) amounting to dishonesty, fraud, breach of fiduciary duty or
gross negligence; or
(b) in breach of any enactment.
3. Application of Act
(1) This Act shall apply to a person –
(a) offering professional or consultancy services;
(b) holding a Global Legal Advisory Services licence; or
 Acts 2016 515

(c) engaging in such other activities as may be prescribed.

(2) This Act shall not apply to a société formed under Titre
Neuvième of Livre Troisième of the Code Civil Mauricien or Titre Troisième
of Livre Premier of the Code de Commerce.

4. Non-application of Code Civil Mauricien and Code de Commerce

The provisions of Titre Neuvième of Livre Troisième of the Code Civil
Mauricien and Titre Troisième of Livre Premier of the Code de Commerce
shall not apply to a limited liability partnership registered under this Act.

PART II – REGISTRAR OF LIMITED LIABILITY PARTNERSHIPS

5. Registrar of Limited Liability Partnerships
The Registrar of Limited Liability Partnerships shall be the Registrar
of Companies appointed under the Companies Act.
6. Powers of inspection of Registrar
(1) For the purpose of ascertaining whether a limited liability
partnership, a manager or a partner is complying with this Act, the Registrar
may, on giving at least 3 days’ notice in writing to the limited liability
partnership, call for the production of, or inspect, any book, record or other
document required to be kept by the limited liability partnership.
(2) The Registrar may, by notice in writing and within such time
as may be specified in the notice, require a limited liability partnership
or any of its partners or its manager to produce any book, record or other
document and to furnish any information relating to the accounting records
referred to in section 41.
7. Power of Registrar to reconstitute file
(1) Where a partnership agreement or any other document relating
to a limited liability partnership which has been filed with the Registrar is
lost or destroyed, the Registrar may require the limited liability partnership
to submit a certified copy of the partnership agreement or document within
such time as he may determine.
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(2) The certified copy of the partnership agreement or document

shall, on being registered by the Registrar, have the same force and effect
as the original.
8. Practice Directions
(1) The Registrar may, from time to time, issue Practice Directions
setting out –
(a) the form of notices required to be given to the Registrar
under this Act; or
(b) the procedure to be followed in registering documents
or performing any act or thing required to be done
under this Act.
(2) Any Practice Direction issued under subsection (1) shall be
published in the Gazette and shall remain in force unless
amended or revoked by publication in the Gazette.
9. Use of electronic system
The Registrar may require –
(a) the registration of a limited liability partnership;
(b) the payment of any fee;
(c) the submission of the financial summary of a limited liability
partnership and filing of any notice or document; or
(d) the performance of an act or thing which is required to be
done in relation to paragraph (a),(b) or (c),
to be made, submitted or done electronically through CBRIS and in such
manner as he may approve.

PART III – NATURE OF LIMITED LIABILITY PARTNERSHIP

10. Separate legal personality
(1) A limited liability partnership registered under this Act shall
be a body corporate and shall have legal personality separate from that of
its partners.
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(2) Unless otherwise specified in the partnership agreement –

(a) a limited liability partnership shall have perpetual
succession;
(b) any change in the partners of a limited liability
partnership shall not affect the existence, rights or
liabilities of the limited liability partnership.
11. Validity of actions
(1) Where the partnership agreement of a limited liability
partnership provides for any restriction on the business or activities in
which the limited liability partnership may engage –
(a) the capacity and powers of the limited liability
partnership shall not be affected by that restriction; and
(b) no –
(i) act of the limited liability partnership;
(ii) contract or other obligation entered into by the
limited liability partnership; and
(iii) transfer of property to or by the limited liability
partnership,
shall be invalid by reason only that it was done in
contravention of that restriction.
(2) The capacity of the limited liability partnership to do an act
shall not be affected by the fact that the act is not, or would not be, in the
best interests of the limited liability partnership.
(3) A limited liability partnership or a guarantor of an obligation
of a limited liability partnership shall not assert against a person dealing
with the limited liability partnership or with a person who has acquired
property, rights or interests from the limited liability partnership that –
(a) this Act, insofar as it provides for limited liability
partnership meetings and internal procedure or
the partnership agreement of the limited liability
partnership, has not been complied with;
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(b) a person named as an officer of the limited liability

partnership in the last statement received by the
Registrar under section 44 –
(i) is not an officer of the limited liability partnership;
(ii) has not been duly appointed; or
(iii) does not have the authority to exercise a power
which an officer carrying on business of the kind
carried on by the limited liability partnership
customarily has authority to exercise;
(c) a person held out by the limited liability partnership as
an officer of the limited liability partnership –
(i) has not been duly appointed; or
(ii) does not have the authority to exercise a
power which an officer of the limited liability
partnership carrying on business of the kind
carried on by the limited liability partnership
customarily has authority to exercise;
(d) a person held out by the limited liability partnership
as an officer of the limited liability partnership with
authority to exercise a power which an officer of a
limited liability partnership carrying on business of the
kind carried on by the limited liability partnership does
not customarily have authority to exercise, does not
have the authority to exercise that power;
(e) a document issued on behalf of the limited liability
partnership by an officer of the limited liability
partnership with actual or usual authority to issue the
document is not valid or not genuine,
unless the person has, or ought to have, by virtue of his position or
relationship with the limited liability partnership, knowledge of the matters
referred to in paragraph (a), (b), (c), (d), or (e), as the case may be.
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(4) Subsection (3) shall apply notwithstanding that a person

referred to in paragraph (b), (c), (d) or (e) of that subsection acts fraudulently
or forges a document that appears to have been signed on behalf of the
limited liability partnership, unless the person dealing with the limited
liability partnership or with a person who has acquired property, rights or
interests from the limited liability partnership has actual knowledge of the
fraud or forgery.
(5) A person shall not be affected by, or deemed to have notice
or knowledge of the contents of, the partnership agreement of a limited
liability partnership, or any other document relating to, a limited liability
partnership merely on grounds that the partnership agreement or document
is registered in a register kept by the Registrar.
(6) Subject to this Act and any other enactment, a limited liability
partnership shall –
(a) have, both within and outside Mauritius –
(i) full capacity to carry on or undertake any lawful
business or activity, do any related act or thing,
or enter into any related transaction; and
(ii) for the purpose of subparagraph (i), full rights,
powers and privileges;
(b) be capable of suing and being sued in its own name.
12. Constitution of limited liability partnership
(1) A limited liability partnership shall consist of 2 or more
persons associated for carrying on a lawful business.
(2) Any individual, body corporate or unincorporated body
formed or registered with or without liability in Mauritius or elsewhere,
including any société, partnership or any other body of persons, may be a
partner of a limited liability partnership.
(3) The contribution of a partner may be satisfied by the provision
of money, loan, any other property or services, and where non-cash
contribution is provided, the value of the contribution shall be agreed upon
and specified in the partnership agreement.
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13. Limited liability of partners

(1) A partner shall –
(a) exercise the degree of care, diligence and skill that a
reasonably prudent person would exercise in comparable
circumstances; and
(b) discharge his or its duties honestly, in good faith and in
the best interests of the limited liability partnership.
(2) A partner shall not be liable to pay the debts of the limited
liability partnership beyond the amount he or it has agreed to contribute to
the limited liability partnership.

(3) An obligation of a limited liability partnership, whether

arising in contract, tort or otherwise, shall be solely the obligation of the
limited liability partnership.

(4) A person shall not be personally liable, directly or indirectly,

by way of indemnification, contribution, assessment or otherwise, for an
obligation referred to in subsection (3) solely by reason of being a partner
of the limited liability partnership.

(5) Subsections (2) and (3) shall not affect the liability of a
partner or an officer of a partner arising out of his or its own wrongful act
or omission.

(6) A limited liability partnership shall be liable to any third party

for any act or omission of its partners in their position as partner or done
under the authority of the limited liability partnership.
(7) This section shall be without prejudice to section 52.

14. Power of partner to bind limited liability partnership

(1) Every partner of a limited liability partnership shall be an
agent of the limited liability partnership.

(2) Notwithstanding subsection (1), a limited liability partnership

 Acts 2016 521

shall not be bound by anything done by a partner in dealing with any other
person where –
(a) the partner did not have any authority to act for the
limited liability partnership for that purpose; and
(b) the other person knew or ought to have known that the
partner had no authority.

15. Relationship of partners

(1) Every limited liability partnership shall have a partnership
agreement.

(2) Unless otherwise provided in this Act, the mutual rights and
duties of a limited liability partnership and its partners shall be governed
by the partnership agreement of the limited liability partnership.

(3) Any reference to a resolution of partners of a limited liability

partnership for a particular matter shall be a reference to a resolution passed
by all or such number of partners as may be required by the partnership
agreement.

(4) A partnership agreement shall be binding on the partners

and subsequent partners in the same manner as if all those persons had
themselves executed it.

(5) (a) Subject to any provision of a partnership agreement, a

partnership agreement may be amended by written resolution.

(b) Where a partnership agreement does not make provision

for its amendment, it may be amended by the unanimous agreement of all
the partners.

(6) Any amendment made to a partnership agreement under this

section shall be binding on every existing and subsequent partner.

(7) A partnership agreement may, to the extent specified in it,

confer rights upon any person, including a person who is not a party to the
partnership agreement.
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(8) A partnership agreement shall provide for the circumstances

in which the interest of the partners may be transferable.
16. Cessation of partnership interest
(1) A partner of a limited liability partnership shall cease to be a
partner –

(a) on the termination or dissolution of the partner or on

his death;
(b) upon his or its bankruptcy or insolvency;
(c) in accordance with the provisions of the partnership
agreement; or
(d) in the absence of any provision in the partnership
agreement, upon giving 30 days’ notice to the other
partners, of his intention to resign as partner.
(2) Unless otherwise provided in the partnership agreement,
where a partner of a limited liability partnership ceases to be a partner,
that partner, or his or its personal representative or liquidator, as the case
may be, shall be entitled to receive from the limited liability partnership an
amount equal to his capital contribution to the limited liability partnership
and he or it shall have the right to his or its share in the accumulated profits
of the limited liability partnership after the deduction of losses of the
limited liability partnership.
(3) The amount referred to in subsection (2) shall be determined
as at the date the partner ceased to be a partner.
(4) For the avoidance of doubt, a partner who or which has
ceased to be a partner, his or its personal representative or liquidator, as the
case may be, shall not interfere in the management of the limited liability
partnership.
(5) A partner may not be removed from a limited liability
partnership by the other partners unless the power to do so is expressly
provided in the partnership agreement.
 Acts 2016 523

17. Assignment of partnership interest

(1) Unless otherwise provided in the partnership agreement, a
partner may assign, absolutely or by way of pledge or otherwise, the whole
or any part of his or its partnership interest.

(2) An assignee shall, to the extent of the assignment made under

subsection (1), be entitled to the rights and subject to the obligations of
the assignor in accordance with the partnership agreement and this Act in
respect of the partnership interest assigned.

(3) An assignment made under subsection (1) shall not by itself –

(a) cause the partner to cease being a partner of the limited

liability partnership; and
(b) entitle the assignee to interfere in the management of
the limited liability partnership.

PART IV – NAME and REGISTRATION

18. Name of limited liability partnership

(1) The name of every limited liability partnership –
(a) other than a foreign limited liability partnership, shall
end with the words “Limited Liability Partnership”, the
abbreviation “L.L.P.” or the designation “LLP”; and
(b) may contain the name of any partner or any derivation
thereof.
(2) A limited liability partnership shall ensure that its name is
clearly stated –
(a) in every written communication sent by, or on behalf
of, the limited liability partnership; and
(b) on every document issued or signed by, or on behalf of,
the limited liability partnership and which evidences
or creates a legal obligation on the limited liability
partnership.
524 Acts 2016

(3) No limited liability partnership shall be registered under a

name which is –
(a) identical to that of an existing limited liability
partnership, company or statutory corporation, except
where the existing limited liability partnership,
company or statutory corporation is in the course of
being dissolved and gives its consent in such manner
as the Registrar may require;
(b) identical to a business name registered under the
Business Registration Act.
(4) Except with the Minister’s approval in writing, no limited
liability partnership shall be registered under a name which includes –
(a) the word “Authority”, “Government”, “Mauritius”,
“National”, “President”, “Presidential”, “Regional”,
“Republic”, “State”, or any other word which, in the
Registrar’s opinion, suggests, or is likely to suggest,
that it enjoys the patronage of Government or of a
statutory corporation, or of Government of any other
State;
(b) the word “Municipal” or “Chartered” or any other
word which, in the Registrar’s opinion, suggests, or is
likely to suggest, a connection with a local authority in
Mauritius or elsewhere;
(c) the word “co-operative”; or
(d) the words “Chamber of Commerce”.
19. Reservation of limited liability partnership name
(1) An application for reservation of the name of a limited liability
partnership may be made to the Registrar in such form and manner as he
may approve.
(2) The Registrar shall not reserve a name which –
(a) or the use of which, would contravene an enactment;
 Acts 2016 525

(b) is identical to a name that the Registrar has already

reserved under this Act, the Companies Act or any
other applicable enactment; or
(c) in his opinion, is offensive or misleading.
(3) The Registrar shall inform the applicant, by such means of
communication as he may consider appropriate –
(a) whether the name has been reserved or not; and
(b) where the name has been reserved, that unless the
reservation is revoked by the Registrar, the name shall
be available for the registration of the limited liability
partnership for a period of 2 months from the date the
applicant is so informed.
(4) The reservation of a name under this section shall not by itself
entitle the proposed limited liability partnership to be registered under that
name, either originally or on a change of name.
20. Change of name
(1) Subject to this section and its partnership agreement, a limited
liability partnership may, at any time, change its name.
(2) Where a limited liability partnership changes its name, it
shall, within 21 days of the change, notify the Registrar, in writing, of the
change.
(3) Where the new name does not comply with the requirements
set out in sections 18 and 19(2), the Registrar shall not register the limited
liability partnership under that new name.
(4) On notification of a change of name under subsection (2), the
Registrar shall –
(a) record the change of name of the limited liability
partnership;
(b) on payment of such fee as may be prescribed, issue a
new certificate of registration with the new name of the
limited liability partnership; and
526 Acts 2016

(c) require the limited liability partnership to cause a

notice of the change to be published in such manner as
the Registrar may direct.
(5) Where the Registrar is satisfied that a limited liability
partnership should not have been registered under a name, the Registrar
may serve notice, in writing, on the limited liability partnership to initiate
procedures to change its name by a date specified in the notice, being a date
which shall be not less than 28 days from the date on which the notice is
served.
(6) Where the limited liability partnership does not change
its name within the period specified in the notice referred to in
subsection (5), the Registrar may register the limited liability partnership
under a new name chosen by him.

(7) Where the Registrar registers the limited liability partnership

under a new name under subsection (6), he shall record the new name
on the certificate of registration of the limited liability partnership and
sections 18(1), (3) and (4) and 19(2) shall apply in relation to the registration
of the new name as if the name of the limited liability partnership had been
changed under those provisions.
(8) A change of name shall not affect any right or obligation
of the limited liability partnership, and any legal proceedings that have
been continued or commenced against it, under its former name, may be
continued or commenced against it under its new name.
(9) A change of name shall not take effect before a new certificate
of registration is issued in the new name of the limited liability partnership
by the Registrar.

21. Restriction on use of words “Limited Liability Partnership”,

abbreviation “L.L.P.” or designation “LLP”
No person shall use the words “Limited Liability Partnership”, the
abbreviation “L.L.P.” or designation “LLP” in relation to a business unless
the person carries on his activity through a limited liability partnership.
 Acts 2016 527

22. Registration of limited liability partnership

Subject to this Act, any 2 or more persons associated for carrying
on a lawful business may apply for the registration of a limited liability
partnership under this Act.
23. Manner and particulars of registration
(1) Every limited liability partnership, other than a foreign limited
liability partnership, shall be registered in accordance with this Act.
(2) An application for the registration of a limited liability
partnership, other than a foreign limited liability partnership, shall be made
to the Registrar in such form and manner as the Registrar may determine
and shall be accompanied by –
(a) the written consent of all the partners for the registration
of the limited liability partnership, given in such form
as the Registrar may determine;
(b) a statement containing such information on the limited
liability partnership as the Registrar may require;
(c) such fee as may be prescribed; and
(d) a declaration, in such form as the Registrar may
determine, signed by one or more of the partners,
stating –
(i) the name of the limited liability partnership;
(ii) the nature of its business;
(iii) its registered office, principal place of business
and service address;
(iv) where the person making the declaration is a
natural person, his full name, usual residential
address and service address;
(v) where the person making the declaration is a
body corporate or an unincorporated body, the
address of its registered office or principal place
of business and its service address, if any;
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(vi) where a partner or manager is a natural person,

his full name, usual residential address and
service address;
(vii) where a partner or manager is a body corporate
or an unincorporated body, the address of its
registered office or principal place of business
and its service address, if any;
(viii) the duration for which the limited liability
partnership will exist and the date of
commencement of that duration or, if the limited
liability partnership is for an unlimited duration,
a statement to that effect; and
(ix) such other information as the Registrar may
require, or as the partners may decide to include,
in the declaration.
(3) The Registrar shall, on the registration of a limited liability
partnership, issue to the partners a certificate of registration in respect of
the limited liability partnership in such form as he may determine and
subject to such conditions as he may impose.

(4) The limited liability partnership shall be deemed to have

been registered as a limited liability partnership under this Act where
the Registrar, on being satisfied with all the information provided in the
application made under subsection (2) –
(a) inscribes the name of the limited liability partnership in
the register;
(b) allocates a registration number to the limited liability
partnership; and
(c) issues to the limited liability partnership a certificate
of registration, which shall be conclusive evidence
that the limited liability partnership is registered under
this Act.
 Acts 2016 529

(5) The partners may, by resolution, cause to be rectified any

error or formal defect –

(a) in the entries relating to the limited liability partnership

in the register; or
(b) in any declaration or other document filed with the
Registrar in relation to the limited liability partnership
for the purposes of this Act.
(6) The Registrar may, when –
(a) registering a limited liability partnership in the register;
and
(b) issuing a certificate of registration in respect of the
limited liability partnership under this section,
rely on the documents filed with him in all respects and shall not be bound to
enquire further as to whether, in relation to the limited liability partnership,
the requirements of this Act have been complied with.

24. Power to refuse registration

Notwithstanding any other enactment, the Registrar shall refuse to
register a limited liability partnership under this Act where he is satisfied
that –

(a) the proposed business is likely to be used for an unlawful

purpose or purposes prejudicial to public peace or public
order in Mauritius; or
(b) it would be contrary to public interest for the limited liability
partnership to be registered.
25. Register of limited liability partnerships
(1) The Registrar shall keep and maintain a register of limited
liability partnerships which shall contain a record of every limited liability
partnership registered under this Act and all documents filed in relation to
such limited liability partnership.
530 Acts 2016

(2) The register may be kept in such manner as the Registrar may
consider appropriate, including, wholly or partly, by means of a device or
facility, that –
(a) records or stores information electronically or by other
means; and
(b) permits the information recorded or stored to be readily
inspected or reproduced in usable form.
(3) The register shall contain a record of –
(a) the name of the limited liability partnership;
(b) the address of the registered office of the limited
liability partnership;
(c) where a partner is a natural person, his full name and
his respective assignee’s full name and their respective
addresses;
(d) where a partner is a body corporate or an unincorporated
body, the address of its registered office or, if none, its
principal place of business;
(e) the date of registration of the limited liability
partnership;
(f) the duration for which the limited liability partnership is
to exist and the date of commencement of that duration,
or if the limited liability partnership is for an unlimited
duration, a statement to that effect; and
(g) such other information as the Registrar may require.
(4) Subject to this section, any person may, on payment of such
fee as may be prescribed –
(a) inspect the register and request the Registrar to issue an
extract from the register;
(b) apply to the Registrar for –
(i) a copy of the certificate of registration of a
limited liability partnership;
 Acts 2016 531

(ii) a copy of, or extract from, a document in any

other register;
(iii) the particulars of any document that has been
registered and recorded in any device or facility
referred to in subsection (2); or
(iv) a copy of, or extract from, a registered document,
the particulars of which have been entered in any
such device or facility.
(5) The Registrar shall, on an application made under subsection
(4) and on payment of the appropriate fee, issue the document, particulars
or copy or certified copy applied for.
(6) (a) Unless otherwise ordered by the Court, the Registrar
shall not produce in any proceedings –
(i) a document kept by the Registrar; or
(ii) evidence of the record of particulars or a
document in any device or facility referred to in
subsection (2).
(b) The Court shall not issue an order under paragraph (a)
unless it is satisfied that the evidence is necessary for the purpose of such
proceedings.
(7) A copy of or extract from a document in the Register –
(a) that constitutes part of any register kept by the
Registrar; or
(b) particulars of which have been entered in any device or
facility referred to in subsection (2),
certified to be a true copy or extract by the Registrar, shall be admissible in
evidence in legal proceedings to the same extent as the original document.

(8) An extract certified by the Registrar as containing particulars

of a document in the register that have been entered in any device or facility
referred to in subsection (2) shall, in the absence of proof to the contrary,
be conclusive evidence of the entry of those particulars.
532 Acts 2016

(9) The register may, in respect of a limited liability partnership

holding a Category 1 Global Business Licence or having at least one partner
holding a Category 1 Global Business Licence, only be inspected by a
partner, an officer of that limited liability partnership or the Commission.
(10) Notwithstanding subsection (9), a person may, on payment of
the prescribed fee, request the Registrar to provide, in relation to a limited
liability partnership holding a Category 1 Global Business Licence –
(a) the name of the limited liability partnership and the
address of its registered office; and
(b) the name and address of any management company
appointed by the limited liability partnership,
recorded on any register kept by the Registrar.
(11) An appropriate authority shall be exempt from the payment of
the prescribed fee required under subsection (10).
26. Certificate of current standing
(1) (a) The Registrar shall, on a request made by any person,
issue a certificate of current standing under his hand and seal certifying that
a limited liability partnership is of current standing where the Registrar is
satisfied that the name of the limited liability partnership is on the register.
(b) A certificate of current standing under paragraph (a)
shall contain a statement as to whether –
(i) the limited liability partnership has submitted its
partnership agreement to the Registrar;
(ii) the limited liability partnership has paid all fees
due and payable;
(iii) the limited liability partnership is under
receivership or in the process of being liquidated
or dissolved;
(iv) where applicable, the limited liability partnership
is in administration; or
 Acts 2016 533

(v) any proceedings to remove the limited liability

partnership from the register have been instituted.
(2) This section shall not apply to a limited liability partnership
holding a Category 1 Global Business Licence, unless the person who
makes the request is a partner, an officer of that limited liability partnership
or the Commission.

PART V – CONVERSION TO LIMITED LIABILITY PARTNERSHIP

27. Conversion to limited liability partnership

(1) A body corporate or an unincorporated body may convert to a
limited liability partnership if it complies with the requirements of this Act.

(2) Where a conversion has been effected, the partners of the

limited liability partnership shall be bound by this Act.

(3) In this section –

“conversion”, in relation to a body corporate or an
unincorporated body converting to a limited liability
partnership, means a transfer of the property, assets, interests,
rights, privileges, liabilities, obligations and the undertaking
of that body to the limited liability partnership.

PART VI – TRANSFER OF REGISTRATION

Sub-Part A – Registration and Continuation of Foreign Limited
Liability Partnership

28. Application for registration and continuation of foreign limited

liability partnership
(1) Subject to this Part, a foreign limited liability partnership may
apply to the Registrar to be registered, or continue, as a foreign limited
liability partnership in Mauritius.
534 Acts 2016

(2) A foreign limited liability partnership shall not be registered, or

continue, as a foreign limited liability partnership in Mauritius under this Act
unless –
(a) it is authorised under the law of the country in which it
is constituted to be registered in Mauritius as a limited
liability partnership;
(b) it has complied with the requirements, if any, of this
Act to enable it to be registered as a limited liability
partnership in Mauritius;
(c) the application for registration of the foreign limited
liability partnership has obtained the consent of a
majority of its partners;
(d) it would, immediately after being registered under this
Act, be solvent; and
(e) it provides such other document or information as the
Registrar may require.
(3) A foreign limited liability partnership shall not be registered
under this Act where –
(a) the foreign limited liability partnership is in the process
of being wound up or liquidated;
(b) a receiver or manager has been appointed, whether by
a Court or otherwise, in relation to the property of the
foreign limited liability partnership; or
(c) there is a scheme or order in force in relation to the
foreign limited liability partnership where the rights of
the creditors are suspended or restricted.
(4) The Registrar may require that any document submitted on an
application be translated in English and certified in such manner he may
consider appropriate.

(5) For the purpose of this section –

“manager” has the same meaning as in section 182 of the
Insolvency Act.
 Acts 2016 535

29. Registration of foreign limited liability partnership

(1) On receipt of an application under section 28(1), and on being
satisfied that the requirements for registration under this Act have been
complied with, the Registrar shall –
(a) enter in the register the particulars of the foreign limited
liability partnership referred to in section 25(3); and
(b) issue a certificate of registration in such form as he
may approve and subject to such conditions as he may
determine.
(2) A certificate of registration of a foreign limited liability
partnership issued under this section shall, unless it has ceased to be valid,
be conclusive evidence that –
(a) all the requirements of this Act as to its formation and
registration have been complied with; and
(b) the foreign limited liability partnership is registered
under this Act as a foreign limited liability partnership
as from the date of registration specified in the certificate
of registration.
(3) A foreign limited liability partnership shall notify the
Registrar of any change or alteration in any of the particulars referred to in
section 25(3) within 21 days of such change or alteration.

30. Effect of registration of foreign limited liability partnership

(1) The registration of a foreign limited liability partnership
under this Act shall not –

(a) create a new legal entity;

(b) prejudice or affect the identity of the partnership
constituted by the foreign limited liability partnership
or its continuity as a legal entity;
(c) affect the property, rights or obligations of the foreign
limited liability partnership; or
536 Acts 2016

(d) affect proceedings by, or against, the foreign limited

liability partnership.
(2) A foreign limited liability partnership shall have a registered
office in Mauritius to which all communications and notices may be
addressed and which shall be open and accessible to the Registrar.
(3) Unless otherwise specified in this Act, a foreign limited
liability partnership shall comply with the requirements applicable to a
limited liability partnership under this Act.
(4) Notwithstanding paragraph (3), the Registrar may exempt a
foreign limited liability partnership from complying with any requirement
of this Act where he is satisfied that the foreign limited liability partnership
has complied with similar requirements in the jurisdiction where it was
constituted.

Sub-Part B – Transfer of Registration of Limited Liability

Partnership to Other Jurisdictions

31. Transfer of registration

Subject to this Act, a limited liability partnership may apply to
be removed from the register, in such form and manner as the Registrar
may approve, for the purposes of transferring its registration to another
country.

32. Application for removal

An application by a limited liability partnership under section 31 for
its removal from the register shall be accompanied by –
(a) documentary evidence which satisfies the Registrar that
sections 33 and 35 have been complied with;
(b) documentary evidence which satisfies the Registrar that the
removal of the limited liability partnership from the register
is not prohibited by section 46;
 Acts 2016 537

(c) written confirmation from the Mauritius Revenue Authority

and, where applicable, the Commission that there is no
objection to the limited liability partnership being removed
from the register;
(d) documentary evidence which satisfies the Registrar that the
limited liability partnership is organised or registered under
the law in force in, or in any part of, another country; and
(e) such other document or information as the Registrar may
require.
33. Approval of partners
A limited liability partnership shall not apply to be removed from
the register unless the application has been approved by a majority of its
partners.
34. Limited liability partnership to give public notice
A limited liability partnership shall not apply to be removed from
the register unless –
(a) it has given public notice –
(i) that it intends, after the date specified in the notice,
which shall not be less than 28 days after the date of
the notice, to apply under section 31 to be removed
from the register for the purpose of being organised
or registered under the law in force in, or any part of,
another country;
(ii) specifying the country or part of the country under the
law of which it is proposed that the limited liability
partnership be organised or registered; and
(b) the application is made after the date specified in the notice.
35. Restriction on removal
(1) A limited liability partnership shall not be removed from the
register where –
(a) it is in the process of being wound up or liquidated;
538 Acts 2016

(b) a receiver or manager has been appointed, whether by

the Court or otherwise, in relation to the property of the
limited liability partnership; or
(c) there is a scheme or order in force in relation to the
limited liability partnership where the rights of the
creditors are suspended or restricted.
(2) A limited liability partnership shall not be removed from the
register unless, immediately before its removal, it is solvent.
36. Removal from register
(1) Where the Registrar is satisfied that an application under
section 31 meets the requirements of this Sub-part, he shall remove the
limited liability partnership from the register.

(2) Where a limited liability partnership is removed from the

register, the Registrar shall forthwith give a notice to that effect to the
applicant.

PART VII – MANAGEMENT AND ADMINISTRATION

37. Minimum of 2 partners

(1) Subject to subsection (2), every limited liability partnership
shall have at least 2 partners.

(2) Where a limited liability partnership has less than 2 partners

due to the withdrawal, death or dissolution of one or more of its partners,
the Registrar may authorise a limited liability partnership to conduct
business with only one partner for a period of not more than one year.
38. Manager
(1) (a) Every limited liability partnership shall ensure that it
has at least one manager who –
(i) is a natural person of full age and capacity; and
(ii) is resident in Mauritius.
 Acts 2016 539

(b) Every manager shall be qualified as Secretary of a

company under the Companies Act.
(2) Notwithstanding subsection (1), the manager of a limited
liability partnership holding a Category 1 Global Business Licence shall
be a corporation holding a management licence referred to in section 77 of
the Financial Services Act.
(3) Every limited liability partnership shall ensure that the
particulars of every person who acts as a manager of the limited liability
partnership and his consent to act as such are communicated to the Registrar
in such form and manner as the Registrar may determine.
(4) A manager shall be responsible for –
(a) guiding the partners on their duties and obligations
under this Act;
(b) ensuring that minutes of meetings of partners are taken;
(c) ensuring that proper filing is done with the Registrar
and the latter is notified when this is required under this
Act; and
(d) ensuring that the financial summary of the limited
liability partnership is prepared on time.
39. Disqualification under the Companies Act
A person who is subject to a disqualification under the Companies
Act shall not act as manager of a limited liability partnership during the
period of the disqualification.
40. Audited financial statements or financial summary
(1) Every limited liability partnership, other than a limited
liability partnership holding a Category 1 Global Business Licence, shall,
where the limited liability partnership has a turnover of –
(a) less than 50 million rupees, file with the Registrar a
financial summary which shall give a true and fair view
of its state of affairs; or
540 Acts 2016

(b) 50 million rupees or more, file with the Registrar

financial statements in the manner specified in the
Companies Act.
(2) A financial summary referred to in subsection (1)(a) shall be
in such form as the Registrar may approve.

(3) A financial summary or financial statements under

subsection (1) shall be filed not later than 15 months from the date of
registration of the limited liability partnership, and subsequently within
6 months following the end of its financial year.

(4) Notwithstanding subsection (3), the Registrar may, where

he considers appropriate, on application by a limited liability partnership,
grant an extension of time for the filing of its financial summary or audited
financial statements.

(5) A financial summary filed with the Registrar under this section
shall be certified to be a correct copy by at least one partner of the limited
liability partnership.

(6) A limited liability partnership holding a Category 1 Global

Business Licence shall file its audited financial statements and report of the
auditor with the Commission.

(7) Where the audited financial statements are filed with the
Commission under subsection (6), the Commission shall give notice to
that effect to the Registrar.

(8) This section shall be without prejudice to any other enactment

which imposes a more extensive reporting obligation on a limited liability
partnership.

41. Accounts and records to be kept at registered office

(1) Every limited liability partnership shall keep such books,
registers, accounts, records, including receipts, invoices and vouchers, and
documents (including contracts and agreements) representing a full and
 Acts 2016 541

proper record of all transactions and other acts engaged in by the limited
liability partnership as to reflect the financial position of the limited liability
partnership.
(2) The limited liability partnership shall retain the records
referred to in subsection (1) for a period of not less than 7 years from the
end of the financial year in which the transactions or operations to which
those records relate are completed.
(3) The records referred to in subsection (1) shall be –
(a) kept at its registered office; and
(b) open for inspection by the Registrar during business
hours.
(4) Where an inspection under subsection (3)(b) is refused, the
Registrar may make an application to the Judge for an order directing the
limited liability partnership to allow an inspection of records.
42. Registered office
(1) Every limited liability partnership shall have a registered
office in Mauritius to which all communications and notices may be
addressed.
(2) Service of any document shall be deemed to have been validly
effected on a limited liability partnership where it is left at, or sent by
registered post to, the address of its registered office or its service address.
(3) A limited liability partnership may change the address of its
registered office or its service address by filing with the Registrar a notice
of such change in such medium and form as the Registrar may approve,
and the change shall take effect only on the register being amended to that
effect.
43. Publication of name and limited liability
Every limited liability partnership shall ensure that its invoices
and official correspondence bear the name and registration number of the
limited liability partnership.
542 Acts 2016

44. Changes in particulars

(1) Unless otherwise provided in this Act, whenever a change is
made or occurs in any of the particulars registered in respect of a limited
liability partnership, the limited liability partnership shall, within 21 days
from the change, or such further period as the Registrar may determine,
following an application made to him, file with the Registrar a statement
specifying the nature and date of the change and containing such other
information as may be prescribed.
(2) The Registrar may, in any particular case, require a statement
filed under subsection (1) to be rectified in such manner as he may consider
appropriate.
(3) A limited liability partnership shall file a statement with the
Registrar informing him of any change in its partners or manager.
(4) Where a person has ceased to be a partner and the Registrar
has not been informed in accordance with subsection (3), that person shall
be regarded as still being a partner in relation to any bona fide third party.
(5) Any person who ceases to be a partner or manager of a limited
liability partnership may file with the Registrar the statement referred to
in subsection (3) where he has reasonable cause to believe that the limited
liability partnership will not file the statement with the Registrar.
(6) Any statement required to be filed under this section shall be
in such medium and form as the Registrar may approve.

PART VIII – REMOVAL FROM AND RESTORATION TO REGISTER

45. Removal from register
(1) Where the Registrar is satisfied that –
(a) a limited liability partnership has ceased to carry on
business; and
(b) there is no other reason for the limited liability
partnership to continue in existence,
he shall, by notice in writing, inform the limited liability partnership that
he proposes to remove it from the register.
 Acts 2016 543

(2) The Registrar shall, unless the limited liability partnership

makes satisfactory representations within 21 days from the date of the
notice referred to in subsection (1), remove the name of the limited liability
partnerships from the register.
(3) (a) Where a limited liability partnership has failed to pay
any fee due under this Act, the Registrar shall, by notice in writing, inform
the limited liability partnership that its name shall be removed from the
register if it fails to pay the fee within 30 days from date of the notice.
(b) Where a limited liability partnership fails to pay the
fee referred to in paragraph (a) within the time specified in the notice, the
Registrar shall remove the name of the limited liability partnership from
the register.
(4) (a) Where a limited liability partnership has failed to file a
financial statement or financial summary in accordance with section 40, the
Registrar shall, by notice in writing, inform the limited liability partnership
that its name shall be removed from the register if it fails to file the financial
statement or financial summary within 30 days from the date of the notice.
(b) Where a limited liability partnership fails to file the
financial statement or financial summary referred to in paragraph (a) within
the time specified in the notice, the Registrar shall remove the name of the
limited liability partnership from the register.
(5) (a) A limited liability partnership the name of which has
been removed from the register under this section shall remain liable for all
claims, debts, liabilities and obligations of the limited liability partnership.
(b) The removal of the name of the limited liability
partnership from the register shall not affect the liability of the partners or
officers.
46. Effect of removal from register
(1) The removal of a limited liability partnership from the register
shall not –
(a) prejudice or affect the identity of the limited liability
partnership that was constituted under this Act;
544 Acts 2016

(b) affect the property, rights or obligations of that limited

liability partnership; or
(c) affect proceedings, whether already commenced
or otherwise, by or against that limited liability
partnership.
(2) Where the name of a limited liability partnership has been
removed from the register, the limited liability partnership, its partners and
officers shall not –
(a) carry on any business or in any way deal with the assets
of the limited liability partnership;
(b) commence or defend any legal proceedings, make any
claim or claim any right for, or in the name of, the
limited liability partnership; or
(c) in any way act with respect to the affairs of the limited
liability partnership.
(3) Notwithstanding subsection (2), where the name of a limited
liability partnership has been removed from the register, the limited liability
partnership or a creditor or liquidator may –
(a) continue to defend proceedings which were commenced
against the limited liability partnership before the date
of the removal; and
(b) continue with any legal proceedings which were
instituted on behalf of the limited liability partnership
before the date of the removal.
(4) Notwithstanding the fact that the name of a limited liability
partnership has been removed from the register –
(a) the limited liability partnership shall not be precluded
from incurring liabilities;
(b) a creditor shall not be precluded from making a claim
against the limited liability partnership and pursuing
the claim up to judgment or execution; and
 Acts 2016 545

(c) the Court may appoint a liquidator for the limited

liability partnership.
47. Restoration to register and effect of removal
(1) Where the name of a limited liability partnership has been
removed from the register under section 45(2), the limited liability
partnership, a creditor or a liquidator may apply to the Court to have the
name of the limited liability partnership restored to the register.

(2) Where, on an application made under subsection (1), the

Court is satisfied that –
(a) at the time the name of the limited liability partnership
was removed from the register, the limited liability
partnership was still carrying on business, or other
reason existed for it to carry on business; and
(b) it would be fair and reasonable for the name of the
limited liability partnership to be restored to the
register,
the Court may order that the name of the limited liability partnership be
restored to the register on payment of the fee prescribed.

(3) Where the name of a limited liability partnership has been

removed from the register under section 45(2), the limited liability
partnership, a creditor or a liquidator may, within 5 years from the date of
the removal, apply to the Registrar to have the name of the limited liability
partnership restored to the register.

(4) The Registrar shall, on payment of any outstanding fee and

the payment of the fee prescribed, restore the name of the limited liability
partnership to the register.

(5) Where the name of a limited liability partnership is restored to

the register under this section, the name of the limited liability partnership
shall be considered to have never been removed from the register.
546 Acts 2016

PART IX – APPLICATION OF THE INSOLVENCY ACT AND

DISSOLUTION OF LIMITED LIABILITY PARTNERSHIP

48. Application of the Insolvency Act

The Insolvency Act shall apply to a limited liability partnership with
such modifications, adaptations and exceptions as may be necessary to
bring them in conformity with this Act.
49. Dissolution of limited liability partnership
(1) A limited liability partnership shall be dissolved on the
occurrence of any of the following events –
(a) on the happening of any event specified in that respect
in the partnership agreement;
(b) on the expiry of its fixed duration, unless a notice of its
continuance is filed with the Registrar not less than 15
days before the date of expiration;
(c) where the limited liability partnership is for an unlimited
duration, on the agreement of all of the partners;
(d) on a Court order to that effect.
(2) Unless otherwise provided in the partnership agreement, a
limited liability partnership shall not be dissolved by –
(a) a change in the partners; or
(b) the bankruptcy, death, retirement, removal, resignation,
legal incapacity or dissolution of any partner, whether
an individual, a body corporate or an unincorporated
body.
(3) A limited liability partnership shall not be dissolved unless a
notice of dissolution signed by all the partners is filed with the Registrar
and published in the Gazette and 2 daily newspapers.
50. Dissolution of limited liability partnership by Court
(1) The Court may order the dissolution of a limited liability
partnership on the application of any partner or creditor of the limited
 Acts 2016 547

liability partnership or on the application of the Registrar or the Commission,

as the case may be, where, in its opinion –
(a) it is not reasonably practicable for the limited liability
partnership to carry on its business in conformity with
the partnership agreement;
(b) the limited liability partnership is insolvent;
(c) the affairs of the limited liability partnership are being
conducted in such a way as to defraud creditors of the
limited liability partnership or of any other person, or
in an unlawful manner;
(d) there has been persistent default by the limited liability
partnership or by a simple majority of its partners
in complying with the requirements or conditions
provided under this Act;
(e) persons connected with the formation or management
of the limited liability partnership have, in connection
with it, been found guilty of fraud, misfeasance, breach
of fiduciary duty or other misconduct in relation to the
limited liability partnership or any of its partners; or
(f) it is just and equitable to do so.

(2) The Court may, on making an order under subsection (1) for the
dissolution of a limited liability partnership or at any time thereafter, make
such other order in relation to the dissolution as it considers appropriate,
including an order for the appointment of one or more liquidators to wind
up the affairs of the limited liability partnership and distribute its assets.

(3) Where a limited liability partnership has been dissolved under

this section, the partner making the application, or where a liquidator has
been appointed by the Court, the liquidator shall cause the relevant order of
the Court to be delivered to the Registrar within 14 days from the date the
order is made and the Registrar shall, on the delivery of the order, cancel
the registration of the limited liability partnership.
548 Acts 2016

51. General provisions on dissolution of limited liability partnership

(1) The affairs of a limited liability partnership shall, on its
dissolution, be wound up by the partners unless a liquidator has been
appointed by the Court under this section or under section 50.
(2) A partner shall not, on the dissolution of a limited liability
partnership, except in accordance with this Part, withdraw any part of his
contribution.
(3) On the dissolution of a limited liability partnership or at any
time thereafter, the Court may, on the application of any partner or assignee
of the limited liability partnership or any creditor, make such orders in
relation to the dissolution as it may consider appropriate, including an
order for the appointment of one or more liquidators to wind up the affairs
of the partnership and distribute its assets.
(4) On the appointment of a liquidator, the powers of the partners
shall cease.
(5) On the dissolution of a limited liability partnership, the
limited liability partnership shall cease to carry on business except to the
extent necessary for its winding up.
(6) Every expense incurred in the dissolution of a limited liability
partnership, including the remuneration of the liquidator, shall be payable
from the assets of the limited liability partnership in priority to all other
debts.
(7) The certificate of registration shall, on the dissolution of a
limited liability partnership, cease to be valid and the persons winding up
the affairs of the limited liability partnership, in the name of and for or on
behalf of the limited liability partnership –
(a) may, to the extent necessary for the winding up of the
limited liability partnership, prosecute, defend or settle
any civil or criminal action;
(b) shall dispose of the property of the partnership and
realise its assets; and
 Acts 2016 549

(c) shall, without prejudice to the personal liability of the

partners, discharge the debts of the limited liability
partnership and distribute to the partners any remaining
assets of the limited liability partnership.
(8) On the dissolution of a limited liability partnership –
(a) a notice of the dissolution shall, within a period of 7
days from the date of the dissolution, be filed with the
Registrar and published in the Gazette;
(b) the Registrar shall, as soon as is reasonably practicable,
delete the inscription relating to the partnership from
the register; and
(c) the certificate of registration of the limited liability
partnership shall cease to be valid.
(9) Where subsection (8)(a) has not been complied with, the
partners and the manager of the limited liability partnership shall –
(a) commit an offence; and
(b) continue to incur liability as if they were the partners
of a limited liability partnership which has not been
dissolved.
(10) The dissolution of a limited liability partnership shall be
deemed to take place on –
(a) the date of the occurrence of the event when, under this
Act, the limited liability partnership is dissolved; or
(b) a Court order for its dissolution under section 50,
whichever occurs first.
(11) Where the affairs of a limited liability partnership are fully
wound up, the persons who conducted the winding up shall forthwith –
(a) prepare an account of the winding up, giving details of
the conduct thereof and the disposal of the property of
the limited liability partnership, and stating whether or
not any state of affairs described in section 53 exists; and
(b) provide all the partners with a copy of the said account.
550 Acts 2016

(12) The persons conducting the winding up of a limited liability

partnership may seek the directions of the Court on any matter arising in
relation to the winding up and, on such an application, the Court may make
such order as it considers appropriate.

52. Rights of partners to partnership property

On the dissolution of a limited liability partnership, every partner
shall be entitled, as against the other partners and all persons claiming
through them in respect of their interests as partners –
(a) to have the property of the limited liability partnership applied
in payment of the partnership’s debts; and
(b) thereafter, to have the surplus assets applied in payment of
what is respectively due to the partners after deducting what
is respectively owed to the limited liability partnership.
53. Personal liability in event of insolvency
(1) In any case where –
(a) a limited liability partnership has been dissolved and is
unable to pay its debts; and
(b) there has been in relation to the limited liability
partnership a contravention of this Act which –
(i) has contributed to the inability of the partnership
to pay its debts;
(ii) has materially misled or deceived any partner
or creditor as to, or has resulted in substantial
uncertainty as to, the assets, liabilities, client
money or investment instruments of the limited
liability partnership; or
(iii) has substantially impeded the winding up of the
limited liability partnership,

the Court may, on the application of any creditor or former partner or of

any person conducting the winding up of the limited liability partnership,
 Acts 2016 551

declare that any partner or former partner or any manager or former

manager in the partnership who is responsible for the contravention to be
personally liable, without limitation of liability, for the debts of the limited
liability partnership or part of such debts, as may be specified by the Court.
(2) Where the Court makes an order under subsection (1) in
relation to any person, it may –

(a) give such directions as it considers appropriate for the

purpose of giving effect to the order; and
(b) direct that the liability of that person under the order
shall be a charge on –
(i) any debt due from the limited liability partnership
to him, to any person on his behalf, to any person
claiming as assignee from or through him or to
any person acting on behalf of such an assignee;
or
(ii) any charge on any property of the partnership or
any interest in any such charge held by or vested
in him or any such person,
and the Court may also, from time to time, make such other order as it
considers appropriate for the purpose of giving effect to any charge
imposed under this subsection.

(3) In subsection (2) –

“assignee”–
(a) includes any person to whom or in whose favour, by
the direction of the person liable, the debt, charge or
interest was created, issued or transferred; but
(b) does not include an assignee for valuable consideration,
other than consideration by way of marriage, given in
good faith and without notice of any of the grounds on
which the order might have been made.
552 Acts 2016

(4) The Court shall not make an order under subsection (1) in
respect of a person where it considers that –
(a) he took all reasonable steps to secure compliance by
the limited liability partnership with this Act; or
(b) he had reasonable grounds for believing and did believe
that a competent and reliable person –
(i) was charged with the duty of ensuring that the
provisions of this Act have been complied with;
and
(ii) was in a position to discharge that duty.
(5) Subsections (1), (2) and (4) shall be without prejudice
to any other penalty, remedy or proceedings, whether civil, criminal or
disciplinary, in respect of the contravention.
(6) For the purpose of this section, a person shall be considered
to be responsible for a contravention of a relevant provision where the
contravention –
(a) was committed with his consent or participation; or
(b) was attributable to, or facilitated by, any neglect on his
part.
54. Distribution of assets on dissolution
The assets shall, on the dissolution of a limited liability partnership,
be distributed in the following order –
(a) firstly, to creditors other than partners, to the extent permitted
by law, in satisfaction of debts of the partnership;
(b) secondly, to partners who are creditors and to the extent
permitted by law, in satisfaction of debts of the partnership
other than debts described in paragraph (c);
(c) finally, subject to the partnership agreement, to the partners as
follows –
(i) firstly, to partners for the return of their contributions or,
where appropriate, for the release of their obligations to
make contributions;
 Acts 2016 553

(ii) secondly, to partners for their share of the profits on

their contributions;
(iii) thirdly, to partners other than for capital and profits;
(iv) fourthly, to partners in respect of capital;
(v) finally, to partners in respect of profits.
55. Debt owed to partner
(1) Any sum due to a partner of a limited liability partnership
shall, in his capacity as a partner, not be a debt of the limited liability
partnership payable to that partner where there is a competition between
himself and any other creditor who is not a partner, provided that any such
sum may be taken into account for the purpose of the final adjustment of
the rights of the partners among themselves.
(2) Subsection (1) shall not apply to any sum due to a partner
as repayment of a loan made in good faith by him to the limited liability
partnership.
PART X – MISCELLANEOUS
56. Report to Commission by Registrar
(1) Where the Registrar has reasonable cause to suspect that a
limited liability partnership holding a Category 1 Global Business Licence –
(a) is not complying with any requirement of this Act;
(b) is carrying on an activity which –
(i) is unlawful or contrary to public interest;
(ii) may cause prejudice to the good repute of
Mauritius as a centre for financial services,
he shall report the matter, in writing, to the Commission.
(2) The Registrar shall report to the Commission any management
company of a limited liability partnership holding a Category 1 Global
Business Licence which, in the opinion of the Registrar, fails to apply due
diligence in the exercise of any of its functions as manager of the limited
liability partnership.
554 Acts 2016

57. Protection from liability

(1) No action shall lie against the Registrar or any member of his
staff or person delegated by him for anything done or omitted to be done
by any one of them in the performance, in good faith, of their functions, or
the exercise, in good faith, of their powers, under this Act.

(2) This section shall be in addition to, and not in derogation

from, the Public Officers’ Protection Act, and for the purposes of that
Act, every person specified in subsection (1) shall be deemed to be a
public officer or a person engaged or employed in the performance of a
public duty.

58. Jurisdiction of Intermediate Court

Notwithstanding any provision to the contrary in any other
enactment, the Intermediate Court shall have jurisdiction to try any offence
under this Act and shall have the power to impose the penalty in respect of
the offence.

59. Failure or refusal to execute document or statement

(1) Where a limited liability partnership fails or refuses –
(a) to make or give any statement, declaration or notice
required under this Act; or
(b) to execute a partnership agreement or any amendment
to such agreement or any other document relating to the
business or affairs of the limited liability partnership,

any person adversely affected by the failure or refusal may apply to the
Court for an order directing –
(i) that the statement, declaration or notice be made
or given, or that the partnership agreement,
amendment or other document be executed,
within such time as may be specified in the order;
(ii) the deletion of the particulars of registration of
the partnership from the register.
 Acts 2016 555

(2) The Court may, on receiving an application under

subsection (1), authorise the Registrar to delete, amend or make any entry
in the register.

(3) Where the Court orders the deletion from the register of the
particulars of registration of the limited liability partnership, the limited
liability partnership shall be dissolved and its certificate of registration
shall cease to be valid.

(4) An order under this section may contain such ancillary

provision as the Court considers appropriate.

(5) An application to the Court under subsection (1) shall be

without prejudice to any other penalty, remedy or proceedings, whether
civil, criminal or disciplinary, in respect of the failure or refusal.

60. Lost or destroyed document

(1) Where a partnership agreement or any other document
relating to a limited liability partnership which is required to be filed, is
lost or destroyed, the limited liability partnership may, with the approval
of the Registrar, file a copy of the document.

(2) Where the Registrar gives his approval under subsection (1),
he may direct that a notice to that effect be given to such person and in such
manner as the Registrar may determine.

(3) The Registrar may accept the filing of the partnership

agreement or document on being satisfied –
(a) that the original document is lost or destroyed;
(b) of the date of the filing of the original document; and
(c) that the copy of the document produced to him is a true
copy.
(4) The copy shall, on being filed, have the same force and effect
as the original from such date as may be specified in the certificate to be the
date of the filing of the original.
556 Acts 2016

61. Execution of document

A document shall be validly executed by a limited liability
partnership where it is –

(a) signed by a manager or any other person acting under the

express or implied authority of the limited liability partnership;
and
(b) expressed, in whatever form of words, to be executed by or on
behalf of the limited liability partnership.

62. Appeals from decisions of Registrar

(1) A person who is aggrieved by a decision of the Registrar under
this Act may, within 21 days of the date of notification of the decision,
appeal to the Court.

(2) The Court may confirm, reverse or vary the Registrar’s

decision or give such directions as the Court considers appropriate.

63. Extending time for doing any required act

Where a person is required by this Act to do any act within a specified
time, the Registrar or the Court may, as the case may be, on good cause
being shown, extend the time within which the act is required to be done.

64. Other statutory or regulatory requirements

(1) Nothing in this Act shall prevent a person registered as a
limited liability partnership under this Act from complying with any
requirement imposed by any other enactment, or guidelines or rules made
by any regulatory authority or body.

(2) Where a limited liability partnership proposes to conduct

a business for which a licence, authorisation, registration or approval
is required under any other enactment, it shall apply for such licence,
authorisation, registration or approval as may be required before
commencing business.
 Acts 2016 557

65. Default procedure

Where any act or thing is required or permitted to be done or taken
under this Act and no form is prescribed or procedure laid down, in this Act,
an application may be made to the Registrar for directions as to the manner
in which the act or thing may be done or taken, and any act or thing done
or taken in accordance with such direction shall be a valid performance of
such act or thing.

66. Compounding of offences

(1) (a) Notwithstanding section 67, the Registrar may, with
the consent of the Director of Public Prosecutions, compound an offence
committed by a person under this Act where the person agrees, in writing,
to pay to the Registrar an acceptable amount not exceeding the maximum
penalty imposable under this Act for that offence.
(b) For the purpose of paragraph (a), the Registrar shall
chair a committee which shall include 2 other senior officers from his staff
designated by him.

(2) Every agreement to compound shall be in writing and signed

by the Registrar and the person referred to in subsection (1)(a), and
witnessed by an officer, and a copy shall be delivered to such person.

(3) Every agreement to compound shall be final and conclusive.

(4) Where the Registrar compounds an offence in accordance

with this section, no further proceedings shall be taken in respect of the
offence so compounded against the person.

67. Offences and penalties

(1) Where a limited liability partnership fails to comply with
section 38, the limited liability partnership and every partner of the limited
liability partnership shall commit an offence and shall, on conviction, be
liable to a fine not exceeding 200,000 rupees.
558 Acts 2016

(2) Where a limited liability partnership fails to file its financial

summary or financial statements, as the case may be, within the time limit
referred to in section 40(3), the limited liability partnership shall commit
an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(3) Where a limited liability partnership contravenes section
41(1), (2) or (3), 43 or 44, the limited liability partnership shall commit
an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees.
(4) Where a limited liability partnership –
(a) otherwise contravenes this Act or any regulation made
under it; or
(b) contravenes any condition imposed by the Registrar on
the registration of the limited liability partnership,
it shall commit an offence and shall, on conviction, be liable to a fine not
exceeding 200,000 rupees.
(5) (a) Where a limited liability partnership is charged with
an offence under subsection (4), a representative of the limited liability
partnership may appear before the appropriate Court and enter a plea of
guilty or not guilty on behalf of the limited liability partnership.
(b) In this subsection –
“representative” means a partner, manager or any
other person duly authorised by the limited liability
partnership to represent it.
(6) Any person who contravenes section 39 shall commit
an offence and shall, on conviction, be liable to a fine not
exceeding 200,000 rupees and to imprisonment for a term not
exceeding 2 years.

(7) Any person who prepares or assists in the preparation of a

financial summary or audited financial statements under section 40 or 41
 Acts 2016 559

which he knows to be misleading shall commit an offence and shall, on

conviction, be liable to a fine not exceeding 200,000 rupees.
(8) Any person who knowingly exercises any power of a partner
in contravention of section 51(4) shall commit an offence and shall,
on conviction, be liable to a fine not exceeding 200,000 rupees and to
imprisonment for a term not exceeding 2 years.
(9) Any person who knowingly carries on business in contravention
of section 51(5) shall commit an offence and shall, on conviction, be liable
to a fine not exceeding 200,000 rupees and to imprisonment for a term not
exceeding 2 years.
(10) Any person who knowingly and falsely holds out that a
business is registered as a limited liability partnership under this Act shall
commit an offence and shall, on conviction, be liable to a fine not exceeding
200,000 rupees and to imprisonment for a term not exceeding 2 years.
(11) Any person who knowingly makes any statement or furnishes
any information to the Registrar under this Act which is false in any
material particular shall commit an offence and shall, on conviction, be
liable to a fine not exceeding 200,000 rupees and to imprisonment for a
term not exceeding 2 years.
68. Regulations
(1) The Minister may make such regulations as he thinks fit for
the purposes of this Act.
(2) Without prejudice to the generality of subsection (1), regulations
made under subsection (1) may provide –
(a) for the forms for the purposes of this Act, including the
form of registers to be kept and the places at which the
registers are to be kept;
(b) for the taking of fees and levying of charges;
(c) for the persons or classes of persons who shall be
exempted from the payment of any fee or part thereof;
560 Acts 2016

(d) for the merger and consolidation of one or more limited

liability partnerships with or into one or more other
bodies corporate or unincorporate and the rights and
obligations of persons when a merger or consolidation
is made;
(e) that any person who contravenes them shall commit an
offence and shall, on conviction, be liable to a fine not
exceeding 100,000 rupees and to imprisonment for a
term not exceeding one year.
69. Consequential amendments
(1) The Companies Act is amended –
(a) in section 2(1) –
(i) in the definition of “CBRIS” or “Companies and
Businesses Registration Integrated System”, by
deleting the words “and the Limited Partnerships
Act” and replacing them by the words “, the
Limited Partnerships Act and the Limited
Liability Partnerships Act 2016”;
(ii) by inserting, in the appropriate alphabetical
order, the following new definition –
“limited liability partnership” has the same
meaning as in the Limited Liability Partnerships
Act 2016;
(b) in section 198(2)(d), by adding the words “, except a
limited liability partnership”.

(2) The Income Tax Act is amended, in section 2 –

(a) by deleting the definition of “associate” and replacing
it by the following definition –
“associate” includes –
(a) a general partner or limited partner of a limited
partnership; and
 Acts 2016 561

(b) a partner of a limited liability partnership;

(b) by inserting, in the appropriate alphabetical order, the
following new definition –
“limited liability partnership” has the same meaning as
in the Limited Liability Partnerships Act 2016;
(c) in the definition of “société”, in paragraph (b), by
inserting, after subparagraph (iA), the following new
subparagraph –
(iB) a limited liability partnership;
(3) The Interpretation and General Clauses Act is amended by
inserting, after section 44B, the following new section –
44C. Offence by limited liability partnership
(1) Where an offence is committed by a limited
liability partnership, every person who, at the time of the
commission of the offence, was concerned in the management
of the limited liability partnership or was purporting to act in
that capacity, shall also commit the like offence, unless he
proves that the offence was committed without his knowledge
or consent and that he took all reasonable steps to prevent the
commission of the offence.
(2) (a) Where a limited liability partnership is
charged with an offence, a representative may appear before
the appropriate Court and enter a plea of guilty or not guilty
on behalf of the limited liability partnership.
(b) In this section –
“limited liability partnership” has the
same meaning as in the Limited Liability
Partnerships Act 2016;
“representative” means a partner, manager
or any other person duly authorised by the
limited liability partnership to represent it.
562 Acts 2016

(4) The Law Practitioners Act is amended, in section 2 –

(a) in the definition of “law firm”, by inserting, after the

words “company,” the words “registered as a limited
liability partnership,”;
(b) by inserting, in the appropriate alphabetical order, the
following new definition –
“limited liability partnership” has the same meaning as
in the Limited Liability Partnerships Act 2016;
70. Commencement

(1) Subject to subsection (2), this Act shall come into operation
on a date to be fixed by Proclamation.

(2) Different dates may be fixed for the coming into operation of
different sections of this Act.

Passed by the National Assembly on the twenty-ninth day of

November two thousand and sixteen.

Bibi Safeena Lotun (Mrs)

Clerk of the National Assembly

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