Variable Capital Company (VCC) in Mauritius

• Operate investment funds through sub-funds. A VCC must be authorised by the FSC to operate as a “VCC Fund.” Each sub-fund can be approved as either a Collective Investment Scheme (CIS) (open-ended) or a Closed-End Fund (CEF)—and different sub-funds inside the same VCC can be different types. Sub-funds may also be set up as master or feeder funds. 

• Use SPVs for ancillary functions. A VCC may create one or more special purpose vehicles (SPVs) that do not operate as funds but act ancillary to the VCC or a sub-fund (e.g., asset-holding, financing or other support roles, as approved by the FSC). 

• Run family-office activities (via SPV). Since the 2023 amendment, a VCC’s constitution may provide for family-office activities carried out through an SPV, if authorised by the FSC. 

• Access all fund categories available in Mauritius. Within the CIS/CEF framework, sub-funds can be authorised under the usual Mauritian categories (e.g., Retail/Global Schemes, Professional CIS, Specialised CIS, Expert Funds), depending on strategy and investor profile. 

• Other FSC-specified activities. The Act also lets a VCC operate “such other activity as may be specified in FSC Rules,” and it explicitly plugs VCC sub-funds into other regimes (e.g., REIT Rules) where the sub-fund qualifies.

• Structural features that enable the above: sub-funds/SPVs may (optionally) have separate legal personality, assets and liabilities are ring-fenced at the sub-fund/SPV level, cross-investment between cells is permitted with anti-looping limits, and share capital is variable (issue/redemption/buybacks per the constitution). These aren’t “activities” per se, but they’re what make the activities workable.

Pre-launch strategy

• Use-case design: Decide umbrella vs. standalone VCC, open-ended vs. closed-ended, fund vs. family-office sleeves, feeders/masters, SPVs.

• Term sheet & diagram: Build structure maps (VCC ↔ sub-funds/SPVs), cash flows, and service-provider stack.

• Jurisdictional overlay: Map target investor markets, offering routes, and required disclosures.

Licensing & approvals

• FSC interface: Prepare and file applications for the VCC and each licensed sub-fund (e.g., CIS/CEF as applicable), plus any required operator licences.

• Policy suite: Draft AML/CFT manual, valuation, liquidity, conflicts, outsourcing, BCP/DR, complaints, and data-protection policies aligned to FSC expectations.

• Fit-and-proper pack: Director/MLRO/Deputy MLRO/KMP submissions and attestations.

Incorporation & core setup

• Company formation: Name reservation, constitution, registered office, company secretary, statutory registers.

• Tax & identifiers: Obtain Tax Account Number, FATCA/CRS classifications, GIIN where required, VAT (if applicable).

• Constitution & side letters: Investor-friendly constitution terms (redemptions/dividends at NAV, liability segregation), plus side-letter framework.

Substance & governance

• Board build-out: Source independent Mauritius-resident directors and chair; define IC/Risk/Audit committee charters.

• Key persons: Appoint MLRO/DMLRO, Compliance Officer, Data Protection Officer.

• Meeting cadence: Set board/committee calendars, minute templates, action registers.

Banking & treasury

• Account opening: Coordinate multi-currency operating, custody, brokerage, and escrow accounts with local/international banks and custodians.

• FX & cash: Implement treasury controls, signatory matrices, and payment workflows.

Fund operations (admin)

• NAV & books: IFRS accounting, daily/weekly/monthly NAV, performance/fee calculations, waterfall/carry, and equalisation where relevant.

• Registrar/TA: Subscriptions/redemptions, cap table, ISIN/SEDOL support, investor communications.

• Audit liaison: Year-end audit coordination and management-letter close-outs.

Investor onboarding & AML/CFT

• CDD/EDD: Risk-based KYC/KYB, PEP/sanctions screening, source-of-wealth reviews, ongoing monitoring.

• Distribution support: Subscription docs, FATCA/CRS self-certs, marketing-material checks for fair-presentation.

Tax & regulatory reporting

• Corporate tax compliance: Returns, provisional payments, and application of any available domestic reliefs/exemptions as applicable to the VCC/sub-fund profile.

• Information reporting: FATCA/CRS, BO register updates, FSC periodic filings, statistical and regulatory returns.

Ongoing compliance & governance

• Calendar & reminders: Annual licence renewals, filing deadlines, policy attestations, training.

• Change management: Add/retire sub-funds or SPVs, update constitutions, refresh offering docs, board changes.

Conversions, migrations & restructurings

• Lift-and-shift: Move existing GBL funds/SPVs into a VCC umbrella, or convert standalone funds to sub-funds.

• Complex events: Mergers, side-pockets, closures, in-specie distributions.