特殊目的载体（SPV）是为特定明确目的创建的法律实体 — 隔离资产、划定责任界限、促成结构性交易、持有单一投资或为合资或证券化提供清洁法律载体。毛里求斯因其灵活的公司法、多种可用架构（包括GBC、授权公司及有限责任合伙）、GBC无薄资本限制及合资格实体可享受条约优惠，是设立SPV的热门司法管辖区。
Common SPV applications in Mauritius
Private Equity and Investment Holding SPV
Private equity funds and family office investors frequently use Mauritius GBC SPVs to hold investments in African and Asian target companies. The SPV sits between the fund vehicle and the investee company, providing a treaty-efficient holding layer, a clean liability perimeter and a convenient vehicle for managing the investment — including dividend flows, shareholder loan arrangements and eventual exit.
Real Estate Acquisition Vehicle
Real estate investments — particularly in African markets — are often structured through a Mauritius SPV to achieve tax efficiency on rental income and capital gains, to facilitate co-investment with multiple parties, and to provide a recognised legal vehicle for mortgage and title purposes in the target jurisdiction. The SPV structure also simplifies exit by enabling a share sale rather than a direct asset transfer.
Joint Venture and Co-Investment Vehicle
A Mauritius SPV is commonly used as a joint venture vehicle for two or more parties investing together in a project or business. The SPV holds the joint venture assets and is governed by a shareholders' agreement that sets out each party's rights, obligations, governance rights and exit mechanisms. Mauritius company law provides a flexible framework for customising economic and governance rights through the constitution and ancillary agreements.
Intra-Group Financing and Treasury SPV
Multinational groups use Mauritius SPVs as intra-group financing vehicles or treasury companies — providing loans to group subsidiaries, holding surplus cash and managing currency exposure. The combination of treaty benefits on interest income and the absence of withholding tax on interest paid to non-residents (subject to conditions) makes Mauritius an efficient location for such structures.
SPV setup process
Structuring and entity selection
We work with the client and their advisers to determine the optimal entity type (GBC, Authorised Company, or other structure), the appropriate capital structure, the governance arrangements and the contractual framework required for the specific SPV purpose. We review the relevant treaty network and tax considerations for the target investment jurisdiction.
Documentation and KYC
We prepare the SPV's incorporation documents, including the constitution, shareholders' agreement, shareholder loan agreements or other transaction documents as required. Simultaneously, we collect and verify KYC documentation for all principals, investors and beneficial owners.
Incorporation and licensing
We file the incorporation application and, where applicable, the GBC licence application with the FSC. On approval, the SPV is registered with the Registrar of Companies and receives its corporate documents, including the Certificate of Incorporation and any required FSC approval letter.
Operationalisation and ongoing management
We assist with bank account opening, implementation of any required substance arrangements, execution of the initial transaction documents (share subscriptions, loan agreements, security documents) and handover to our ongoing administration team, which manages the SPV through its operational life and eventual dissolution.
Key considerations for Mauritius SPVs
- Choice of entity type (GBC, AC or other) depends on treaty requirements and intended activity
- GBC SPVs require resident directors and genuine economic substance
- Shareholders' agreement or joint venture agreement should be carefully tailored to the specific transaction
- Capital structure (equity vs. shareholder loans) should be reviewed with tax advisers
- Consider regulatory licensing requirements if the SPV will carry on regulated activities
- Bank account opening requires full KYC and a clear business purpose narrative
- Exit and dissolution mechanics should be planned at the outset
Indicative costs
| Item | Indicative range |
|---|---|
| GBC SPV incorporation and licence (one-off) | USD 3,000 – 6,000 |
| Authorised Company SPV incorporation (one-off) | USD 1,500 – 3,000 |
| Annual administration and compliance (GBC SPV) | USD 3,500 – 8,000 |
| Shareholders' agreement or JV agreement drafting | Quoted separately — legal fees apply |