Variable Capital Company (VCC)
Variable Capital Company (VCC) in Mauritius
A Variable Capital Company (VCC) is a flexible fund structure designed to house multiple sub-funds and special purpose vehicles (SPVs) within a single legal entity. Introduced under the Variable Capital Companies Act 2022, the VCC framework enhances Mauritius’ competitiveness as a jurisdiction for cross-border investment structuring.
Each sub-fund or SPV can be incorporated with or without separate legal personality and benefit from ring-fenced assets and liabilities, protecting them from cross-liability risk. The VCC structure enables asset managers to consolidate operations, reduce administrative costs, and implement tailored investment strategies under a single regulatory umbrella.
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Key Features
- Licensed and regulated by the Financial Services Commission (FSC)
- Can house Collective Investment Schemes (CIS) and Closed-End Funds (CEF)
- Permits sub-funds and SPVs to be structured as separate legal entities
- Facilitates segregation of assets and liabilities per sub-fund or SPV
- Sub-funds may invest in other sub-funds within the same VCC (cross-investment allowed, with restrictions)
- Share capital can be increased, reduced, redeemed, or bought back flexibly
- Liquidation of a sub-fund does not trigger liquidation of the VCC
- A single CIS Manager, custodian, and administrator may serve all sub-funds
Structure & Governance
A VCC may be:
- A VCC Fund (with sub-funds and SPVs)
- A family office vehicle through SPVs
- Engaged in other activities approved by the FSC
Sub-funds and SPVs must share the VCC’s registered office. Unless otherwise stated, VCC directors also serve as directors of its sub-entities. SPVs may support the fund's operations, perform family office functions, or serve other permitted roles but may not operate as standalone funds.
Incorporation & Conversion
- A new company may be incorporated as a VCC
- An existing Mauritius company may be converted into a VCC
- A foreign company may redomicile into Mauritius as a VCC
- All incorporations require prior FSC approval and must follow the specific naming and disclosure rules under the VCC Act
Financial Statements & Taxation
A VCC may file:
- Separate financial statements per sub-fund/SPV, in which case each is taxed individually
- Consolidated accounts, in which case the VCC is taxed on aggregated income
Where applicable, VCCs must satisfy substance requirements to benefit from Mauritius’ Double Taxation Avoidance Agreements (DTAAs).
- VCCs holding a Global Business Licence (GBL) are taxed at 15%, with an 80% partial exemption available
- A single GBL is sufficient for the entire structure
- Sub-funds or SPVs may also qualify for Special Purpose Fund (SPF) status, offering full tax exemption under the Income Tax Act, if conditions are met
