Capital Markets & Financial Services
FSC licensing, Fund formation, Listings and AML/CFT compliance and audits.
SC Legal advises funds, sponsors, licensed entities and investors on Mauritian financial services law under the Financial Services Act 2007 and the Securities Act 2005. We handle fund formation, private placements, bond issues, listings on the Stock Exchange of Mauritius (SEM) and AML/CFT compliance and audits.
Financial services and capital markets sit at the centre of the firm's practice. Our fund clients invest into India, Asia and Africa through Mauritius, and our domestic clients raise capital on and off the SEM.
What does the financial services practice cover?
- Fund formation: collective investment schemes (CIS), closed-end funds, Expert and Professional funds, master-feeder and umbrella structures.
- Fund vehicles: companies, protected cell companies, variable capital companies, limited partnerships and trusts.
- FSC licence applications for fund managers, investment advisers, investment dealers, custodians and other licensees, including Global Business Licences.
- Private placements, public offers and offer documents.
- Bond and note issues, listed and unlisted.
- Listings on the Official Market and the Development & Enterprise Market (DEM) of the SEM.
- Fund restructurings, term extensions, side pockets and end-of-life options.
- AML/CFT frameworks and independent AML/CFT compliance audits.
Fund formation and structuring
The structure follows the investor base and the strategy. An open-ended fund that offers redemptions is usually set up as a CIS; a private equity or venture fund with committed capital is usually a closed-end fund. Both are authorised by the FSC under the Securities Act 2005 and the regulations made under it, and both need a licensed or approved manager.
The vehicle is a separate choice. A company is the default. A protected cell company or a variable capital company lets one structure run several portfolios with segregated assets. A limited partnership suits sponsors and investors used to the general partner and limited partner model. We advise on the combination, draft the constitution, offering memorandum and material contracts.
FSC licensing
Most businesses that manage, advise on, deal in or hold investments for others need an FSC licence. We advise on applications, business plans and compliance manuals, and handle the FSC's questions until the licence issues.
We advise on whether after licensing, any issue or transfer of shares, or of a legal or beneficial interest, in a licensee needs FSC approval. Smaller changes that do not shift control are notified instead. We advise on when approval is needed and prepare the submissions.
Bonds, offers and SEM listings
We act as legal adviser on listings and offers on the Official Market and the DEM, and on unlisted bond and note programmes. The work covers eligibility, the listing particulars or offer document, the trust deed or agency structure for bondholders, security and the legal opinions the SEM and investors require.
AML/CFT compliance and audits
FSC licensees are reporting persons under the Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA). They must run risk-based customer due diligence, appoint a money laundering reporting officer and deputy, keep records, report suspicious transactions to the Financial Intelligence Unit and assess their own money laundering and terrorist financing risk. We draft AML/CFT manuals and business risk assessments, train boards and staff, and carry out independent AML/CFT compliance audits.
Frequently asked questions
Which fund structures are available in Mauritius?
Funds can be set up as collective investment schemes or closed-end funds, using a company, protected cell company, variable capital company, limited partnership or trust. The choice turns on redemption terms, the investor base and whether several portfolios must be segregated.
Does a Mauritius fund need an FSC licence?
Yes. A collective investment scheme or closed-end fund must be authorised by the FSC under the Securities Act 2005, and its manager must be licensed or approved. A fund that is a Global Business Company also needs a Global Business Licence.
What is the difference between the Official Market and the DEM?
Both are markets of the Stock Exchange of Mauritius. The Official Market is the main board for established issuers. The DEM is designed for small and medium-sized companies and companies with growth prospects, and has lighter entry conditions.
Does a change of shareholder in a licensed entity need FSC approval?
Generally, yes. Section 23 of the Financial Services Act 2007 requires FSC approval for any issue or transfer of shares or interests in a licensee holding a special licence. An interest below 5%, or a transfer to an existing shareholder, only needs to be notified, unless it results in a change in control.
Questions about working with us are answered in our FAQ. Fund and corporate structures often raise tax questions, covered on our taxation page.
