Variable Capital Company

A Variable Capital Company (VCC) is a flexible corporate fund structure that allows an umbrella entity to house multiple segregated sub-funds and SPVs. Share capital varies with subscriptions and redemptions at NAV, enabling open or closed-ended strategies. Each sub-fund’s assets and liabilities are ring-fenced. VCCs streamline launches, restructurings, master-feeder setups, and investor onboarding under one governance and service-provider stack framework.

Renesis launches and runs your Mauritius VCC end-to-end: structuring, FSC licensing, incorporation, governance, substance, and bank/custody setup. We handle NAV/accounting, registrar/transfer agency, audits, investor onboarding and AML/CFT, FATCA/CRS and regulatory filings, tax compliance, and board support. We add/convert sub-funds, manage restructurings, maintain policies and calendars, and coordinate counsel—delivering a turnkey, compliant, scalable umbrella for multi-strategy or family-office needs worldwide investors.

Why have a Variable Capital Company (VCC) in Mauritius?

Purpose-built umbrella with real ring-fencing

A VCC operates through sub-funds and SPVs; each can (optionally) have its own legal personality and its assets/liabilities are segregated so one sleeve can’t contaminate another.

Mix open-ended and closed-ended in one structure

Unlike a PCC, a single VCC fund can house both CIS (open-ended) and CEF (closed-ended) strategies side-by-side—useful for managers running hedge, PE/VC, credit and co-investment sleeves together.

Capital flexibility investors expect

The regime supports issuance/redemption or buy-backs at NAV and permits distributions from capital/net assets (subject to the constitution), easing liquidity management for open-ended sleeves.

Cross-investments & scaling

Cross sub-fund/SPV investments are allowed, and the umbrella can host an unlimited number of sub-funds—good for platform managers and multi-strategy shops.

Clean tax mechanics at sleeve level

If a VCC elects separate financial statements, each sub-fund/SPV is treated as a separate taxpayer for Mauritius income tax—keeping computations and liabilities clean per sleeve.

Regulatory clarity & authorisation

A VCC is incorporated under the Companies Act but must be authorised by the FSC as a “VCC fund.” FSC’s FAQ and the Act lay out the framework and ongoing oversight.

Family-office-friendly

The Act explicitly allows a VCC’s primary object to include operating a family office through an SPV, handy for consolidated, ring-fenced portfolio sleeves.

Attractive, treaty-friendly tax position

Mauritius offers 15% corporate tax, often ~3% with an 80% partial exemption on specified foreign income. CIS/CEF interest may receive 95% exemption. With a Global Business Licence and Tax Residence Certificate, entities access ~46 double tax treaties for withholding relief.

What activities can a Variable Capital Company in Mauritius do?

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.

Key features of a Variable Capital Company in Mauritius

Umbrella structure

Operates through multiple sub-funds and SPVs within one company; each sub-entity requires FSC approval per the VCC Act.

Single licence

Only one Global Business Licence is required for the VCC; sub-funds/SPVs don’t need separate GBLs.

Separate personality

Each sub-fund/SPV may elect separate legal personality and be incorporated accordingly.

Ring-fenced assets

Assets and liabilities are segregated per sub-fund/SPV; claims are limited to the relevant cell, including in insolvency.

Master/feeder

Sub-funds may operate as master or feeder funds under FSC approval.

Cross-investment

Cells may invest in other cells within the same VCC, subject to anti-looping restrictions.

Dividend flexibility

VCCs may pay dividends out of capital, not only retained earnings.

Variable capital

Capital equals net assets; shares can be issued, redeemed, or bought back as provided in the constitution.

Shared providers

A single manager/administrator/custodian can serve all sub-funds; sub-funds may appoint separate providers if desired.

Tax flexibility

If separate financial statements are elected, each sub-fund/SPV is taxed separately; otherwise, treated as a single entity.

Same directors

If incorporated, default directors of sub-funds/SPVs are those of the VCC unless the constitution states otherwise.

Registered office

Incorporated sub-funds/SPVs must share the VCC’s registered office.

Conversion/redomicile

Mauritius companies can convert to a VCC; foreign companies may redomicile to operate as a VCC.

Family office

2023 amendment permits family-office activities through a VCC SPV, if authorised.

Naming disclosure

Names and documents must indicate VCC status, sub-fund/SPV details, and segregation of assets/liabilities.

FAQs about a Variable Capital Company in Mauritius

Do sub-funds/SPVs need FSC approval?

Yes—creation of each sub-fund or SPV requires prior FSC approval.

Who is the promoter?

Each sub-fund/SPV must have the same promoter as the VCC Fund.

Can I convert or redomicile?

Yes—existing Mauritius or foreign companies can continue as a VCC (by certificate of continuation).

How can Renesis help with a Variable Capital Company in Mauritius?

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.