Section 12: Constitution of limited partnership

12. Constitution of limited partnership (1) A limited partnership shall consist of— (a) one or more general partners who— (i) are admitted to the limited partnership as general partners in accordance with the partnership agreement; and (ii) shall be jointly and severally liable for all debts of the limited partnership without limitation; and (b) one or more limited partners who— (i) are admitted to the limited partnership as limited partners in accordance with the partnership agreement; (ii) upon entering the limited partnership, make or agree to make capital contributions to the limited partnership; and (iii) subject to this Act and the partnership agreement, shall not be liable for any debts of the limited partnership beyond the amount contributed or agreed to be contributed to the limited partnership. [Issue 7] L15A – 8 Revised Laws of Mauritius (2) An individual, a body corporate or an unincorporated body, formed or registered with or without liability in Mauritius or elsewhere, including any société or partnership or any other body of persons, may be a general partner. (3) An individual, a body corporate or an unincorporated body, formed or registered with or without liability in Mauritius or elsewhere, including any trust, société or partnership or any other body of persons, may be a limited partner. (4) The contribution of a limited partner may be satisfied by the provision of money, loan, other property, or services, and where non-cash contribution is provided, the value of the contribution shall be agreed in the partnership agreement and such valuation shall be final and binding upon all the partners. (5) Subject to subsection (6), a partner of a limited partnership may be resident, domiciled, established, incorporated or registered under the laws of Mauritius or any other country. (6) Unless at least one general partner is— (a) resident in Mauritius, where he is a natural person; or (b) incorporated, formed or registered under the laws of Mauritius, where it is not a natural person, every limited partnership shall at all times have and maintain in Mauritius a registered agent.