Since 2022, the Mauritius Variable Capital Company (VCC) has given fund managers a single, regulated structure to run multiple strategies, investor classes and vehicles under one roof—while preserving statutory segregation, clear governance, and cost efficiency. For investors, it means ring‑fenced risk and transparent reporting; for managers, it means faster scaling, shared infrastructure and fewer duplicated licences. This guide explains what the VCC is, how to set one up, how it compares with PCCs and SPCs, and why partnering with Nexus Global Financial Services streamlines the entire journey from concept to ongoing operations.
What Is the Mauritius Variable Capital Company (VCC)? Key Features Explained
The Variable Capital Companies Act 2022 introduced a legal framework that allows multiple sub‑funds (SFs) and special-purpose vehicles (SPVs) to operate under a single corporate entity. Each SF or SPV may, if desired, obtain its own separate legal personality, ring‑fencing its assets and liabilities —representing a significant improvement over traditional fund structures. Key features include:
- Structural versatility – open‑ended or closed‑ended funds, master–feeder arrangements, and family‑office SPVs can all sit in one structure.
- Statutory segregation — The VCC Act legally ring‑fences each sub‑fund’s assets and liabilities, so creditors of one can’t reach another.
- Flexible share capital – redemptions and buy‑backs may be executed out of capital, providing greater flexibility in managing capital and liquidity.
- Fair‑value accounting & unified reporting – financial statements and regulatory filings are centralised at the VCC level, ensuring consistency and streamlining compliance.
How to Set Up a Mauritius VCC: Step‑by‑Step Process for Fund Managers
Setting up a Mauritius Variable Capital Company (VCC) may seem complex, but with a structured approach, the process becomes straightforward. This guide breaks it down into clear, actionable steps—from choosing the right structure and meeting regulatory requirements to securing approvals and achieving full operational readiness. Follow these five phases to take your VCC from concept to compliance with confidence.
- Define the structure
First, clarify the purpose of the structure: decide whether your VCC will house a single flagship fund, multiple investment strategies, or a family‑office pool of assets. At the same time, assess whether any sub‑funds or SPVs should be incorporated with their own legal personality to provide an extra layer of ring‑fencing for assets and liabilities. - Application to the Financial Services Commission (FSC)
The next stage involves preparing and submitting the application pack, which includes among others:
- The Memorandum and Articles of Association (MAA);
- KYC documents on promoters, officers, and beneficial owners;
- Regulatory forms and statutory fees.
The FSC reviews the application to ensure compliance with local laws before granting approval. The timeline varies based on structure complexity and completeness of the documentation.
- Post-Licensing and Operational Readiness
Once approval is granted, the VCC can proceed with opening bank accounts, completing FATCA/CRS registration, and setting up reporting and compliance frameworks for AML/CFT, audits, and investor communication. - Role of a Licensed Management Company
While the VCC Act allows for flexibility, navigating regulatory obligations and ensuring timely compliance typically requires engaging a licensed Management Company. Experienced service providers such as Nexus Global Financial Services can coordinate the application process, ensure adherence to substance requirements, and provide ongoing administration support.
Comparative Advantages: Mauritius VCC vs PCCs & SPCs
Promoters familiar with Protected Cell Companies (PCCs) or Segregated Portfolio Companies (SPCs) will recognise the logic of housing multiple strategies under one roof, yet the Mauritius VCC refines the model. By allowing each sub‑fund to opt into separate legal personality—and by operating under a single Global Business Licence—the VCC combines the segregation benefits of PCCs/SPCs with greater investor optics, simpler licensing and more flexible tax treatment.
Topic | Mauritius VCC | Mauritius PCC |
Legal basis | Companies Act 2001 + Variable Capital Companies Act2022. | Protected Cell Companies Act (Mauritius). |
Cell / sub-fund status | Sub-funds and SPVs may elect separate legal personality (becoming incorporated sub-funds/SPVs); otherwise they are not separate legal persons. | The PCC is a single legal person; creation of a cell does not create a separate legal person. |
Asset & liability segregation | Statutory ring-fencing: assets of each sub-fund/SPV are available only to its own creditors and protected from others (including on insolvency). | Statutory segregation of cellular vs non-cellular assets and between cells; directors must keep them separate and identifiable. |
Distributions | Dividends are paid out of retained earnings under the Companies Act solvency regime; VCCs can also redeem/buy back and reduce capital subject to safeguards | Dividends on cell shares are by reference only to that cell’s assets and liabilities; capital reductions at cell level possible with protections. |
Cross-investment between cells | Permitted within the same VCC, subject to the constitution; no circular cross-holdings (i.e., a sleeve cannot invest into one that already invested into it). | Transfers of cellular assets including to another cell are lawful in the ordinary course (subject to the Act/constitution). |
Financial statements | VCC must present financial statements for each sub-fund/SPV. | PCC is one company; accounts are at company level, but the Act requires cellular vs non-cellular assets to be tracked separately; cell-level reporting can be prepared contractually. |
Board / officers per fund segment | If a sub-fund/SPV is incorporated, the VCC’s directors are directors unless the constitution provides otherwise — i.e., you can have different boards per sub fund. | One board for the PCC (cells do not have separate boards). |
Share-capital mechanics | The VCC Act mandates that shares in a collective-investment-scheme sub-fund must be issued, redeemed, or repurchased at NAV, ensuring the capital dynamically reflects the sub-fund’s net asset value. | Traditional Companies Act capital framework applies at company level; cell share capital exists but follows PCC Act mechanisms. |
Different regulated service providers per sleeve | A VCC may appoint common service providers, but a sub-fund may appoint its own CIS manager/administrator/custodian if required — i.e., different functionaries per sleeve are allowed. | One company with common officers; the Act does not create separate cell-level officers. |
How the Mauritius VCC Enhances Investor Confidence
A Mauritius VCC reassures investors on several fronts. First, it spreads risk sensibly: capital from many investors can be deployed across different strategies and asset classes within one umbrella, so no single position dictates overall outcomes. Just as important, assets and liabilities are legally segregated at sleeve level. If one sub‑fund underperforms—or even needs to be wound up—it does not drag the others down, nor does it jeopardise the structure as a whole.
Costs are also kept under control. Centralising administration, custody and other core services within one structure creates economies of scale, helping total expense ratios stay competitive. Add to that a tax‑efficient framework and investors can capture more of their gross returns over the long term.
Confidence is further boosted by professional oversight and regulation. Experienced managers, directors and service providers operate the platform under clear statutory rules and robust AML/CTF obligations. Investors receive regular, accurate reporting—at structure and, where needed, sub‑fund level—so they can track performance, fees and portfolio activity without guesswork.
Taken together, those features—risk isolation, operational efficiency, fiscal attractiveness and transparent governance—give allocators comfort that operational or structural issues won’t quietly erode value.
Why Nexus Global Financial Services? End‑to‑End Support for Your Mauritius VCC
Nexus Global Financial Services was among the first firms to structure and secure approval for a VCC in Mauritius, so our processes are proven rather than theoretical. We design the structure and sub‑fund architecture, draft (or coordinate) the constitution and offering documents, assemble the administrator, custodian, auditor and company secretary, and provide Mauritius‑resident directors to meet substance tests. We compile and file the application pack, manage regulatory queries, and steer incorporation and licensing through to completion.
Once authorised, we assume responsibility for the day‑to‑day: opening bank and custodian accounts, FATCA/CRS reporting and AML frameworks, preparing NAV calculations, and investor reporting, and onboarding or winding down sub‑funds without disrupting the platform. You gain a single point of accountability, transparent cost allocation and a structure that scales without continual re‑engineering.
Ready to launch or migrate your fund under a Mauritius VCC? Contact Nexus Global Financial Services to discuss a tailored, end‑to‑end solution that fits your strategy.