Distribution of financial products · Special Licences

FSC · FS-1.2 · Licence

1. PlacingCo’s shop

Chapter 01 taught you to ask what the paper is. This chapter is a placing desk, not a manager’s desk.

PlacingCo sits in Ebene. It does not run a fund and it does not pick stocks under a discretionary mandate. It places units of other people’s products with professional investors in Mauritius. The first file is a Luxembourg UCITS. The scheme is already authorised at home. PlacingCo’s job is to introduce it here, take a placing fee, and keep a complaints log. The units, if anyone buys them, sit with that investor’s own custodian. PlacingCo never owns them.

That shop is FS-1.2 Distribution of Financial Products. The Financial Services Act lists “Distribution of financial products” in Second Schedule Part I. Section 14 then forbids anyone to carry it on in Mauritius without a licence. The Schedule names the shop. Section 18 lets the Commission license the business activity specified on the letter.

The three facts that have to stay true of that book are already in the UCITS file:

1. PlacingCo is not the manager of the scheme. A placing agreement is not a CIS-manager appointment. 2. PlacingCo is not an investment dealer filling tickets on an exchange. 3. Foreign-scheme recognition under the Securities Act is a question for the scheme, not a free gift inside the distributor’s letter.

Financial Services Act section 2: “financial services” means any financial services or financial business activities governed by the relevant Acts, and includes the financial business activities specified in Part I of the Second Schedule.

Financial Services Act 2007, Section 14 · Second Schedule Part I. See the register note · Open the published text ↗.

2. A week with the Luxembourg UCITS

Monday. The Luxembourg management company emails a placing term sheet. PlacingCo writes the product list: one UCITS, professional investors only, no public advertisement in Mauritius.

Tuesday. Counsel flags Securities Act section 101. Recognition of a foreign scheme is a separate paper. PlacingCo diaries it as the scheme’s question, not as something FS-1.2 swallows.

Wednesday. A local professional investor asks whether PlacingCo will “just manage the cash until the units settle.” That is assets management. PlacingCo says no.

Thursday. Compliance logs the distribution agreement, the complaints procedure, and the persons who may speak to clients. Nothing in that file required a SEM seat.

Friday. The weekly note to the issuer lists meetings held, no subscriptions yet, and one complaint about a delayed factsheet. That report is part of the shop. It is not a prospectus.

The other files on this desk should look like that first one: a named person, a specified activity, and a letter that matches the work. That is what FS-1.2 is used for. The Act matters when PlacingCo applies, when the Commission writes conditions onto the letter, and when the same promoter telephones with a different idea.

3. What the same promoter asks next

The facts are fictional. The method is the course: keep the shop you have just watched, and ask which desk is now doing the work.

This licence

Place the Luxembourg UCITS with professional investors

A Mauritius company will introduce units of a foreign UCITS here. It will not manage the scheme and will not deal as principal on an exchange.

Why it fits. That is the distribution shop. Foreign-scheme recognition remains a separate question for the scheme.

Different paper

Take a discretionary mandate over the same investors’ portfolios

The promoter says the placing team already knows the clients, so FS-1.2 can run the money as well.

Why it does not. Discretionary management is FS-1.1. A distribution letter is not an assets-management letter.

Different paper

Become the CIS manager of a Mauritius unit trust

Two hundred members of the public, one NAV, one prospectus. The slide says the distributor is already “in funds.”

Why it does not. That is a CIS manager licence plus a CIS authorisation. Placing someone else’s scheme is not operating one.

The promoter asks PlacingCo to…	This licence?	Why
Place the Luxembourg UCITS with professional investors	Yes	That is the distribution shop. Foreign-scheme recognition remains a separate question for the scheme.
Take a discretionary mandate over the same investors’ portfolios	No	Discretionary management is FS-1.1. A distribution letter is not an assets-management letter.
Become the CIS manager of a Mauritius unit trust	No	That is a CIS manager licence plus a CIS authorisation. Placing someone else’s scheme is not operating one.

4. Papers that sit beside this one

Not assets management (FS-1.1), not an investment dealer, not a CIS manager, and not crowdfunding (FS-1.19). A placing desk may hold a product list. It may not silently become the fund, the broker, or the platform.

assets management (FS-1.1)
an investment dealer
a CIS manager
crowdfunding (FS-1.19)

Neighbouring codes have their own chapters. Do not import their books into this letter.

5. The letter and the file

The holder is a section 14 applicant able to show the products it will distribute, the issuers or funds behind them, and conduct-of-business controls. Product list, distribution agreements and complaints handling belong in the file; they are not implied by a company name. Section 18(1) still lets the Commission write terms onto the licence.

Permitted activities — the sections

Second Schedule Part I lists “Distribution of financial products” as a financial business activity. The Schedule names the activity; it does not add a further statutory definition of the book of business. What is permitted is the business activity specified on the licence under section 18(1), read with any FSC Rules and the published criteria for this code.

The Act does not further define the distributing book. A placing or marketing activity specified on the licence is not, by that listing alone, an investment-dealer licence (Securities Act section 29), a CIS manager licence (section 98) or a crowdfunding licence (FS-1.19). Foreign-scheme recognition under Securities Act section 101 remains a question for the scheme, not for the distributor’s FS-1.2 letter.

Licensing conditions — the sections

Section 14(1): “No person shall carry out, or hold himself out as carrying out, in Mauritius any financial services without a licence issued by the Commission.” Section 14(2): contravention is an offence, a fine not exceeding one million rupees and imprisonment for a term not exceeding 8 years.

Section 16(1): an application must be in such form and manner as FSC Rules specify and accompanied by “(a) a business plan or feasibility study outlining the proposed business activity of the applicant; (b) particulars and information relating to customer due diligence verification of promoters, beneficial owners, controllers and proposed directors …; (c) such fees as may be specified in FSC Rules; and (d) such other information as may be specified in FSC Rules or otherwise required by the Commission”.

Section 18(1): the Commission may issue a licence “authorising the applicant to carry out the business activity specified in the licence on such terms and conditions as may be specified in FSC Rules or as it deems appropriate in the circumstances.” Section 18(2) forbids a grant unless, among other things, the application complies with the law, the applicant has “adequate resources, infrastructure, staff with the appropriate competence, experience and proficiency”, adequate arrangements to supervise everything done under the licence, fit-and-proper controllers and beneficial owners, and “no prejudice would be caused or would ensue to the financial services industry”. Section 18(3): the holder “shall, at all times, continue to satisfy the requirements specified in subsection (2)”.

Section 25: the Commission may, by written notice, vary a licence. It must not restrict the authorised activity or include further conditions unless it has notified the licensee of the proposal and the reasons and given a reasonable opportunity to make representations.

Part V ongoing obligations of licensees still attach: record keeping (section 29) and audited financial statements (section 30), unless a specific exemption is granted. A circular or a criteria PDF does not rewrite those sections.

Use the FS-1.2 criteria column. Product list, distribution agreements and complaints handling belong in the file; they are not implied by a company name. Section 18(1) still lets the Commission write terms onto the licence.

Who may hold it. A section 14 applicant able to show the products it will distribute, the issuers or funds behind them, and conduct-of-business controls required by section 18(2).

Published criteria. Published licensing criteria on the FSC codified list (consolidation as at 1 July 2026) are guidance. They neither derogate from nor restrict the Commission’s statutory powers, and they must be read with the relevant Act, rules, codes and circulars. Use the FS-1.2 criteria column. Product list, distribution agreements and complaints handling belong in the file; they are not implied by a company name.

Rules, codes and circulars. CL20260107 for fees. Distribution remains a conduct-of-business activity under the FSA framework and any product-specific rules.

6. How to cite FS-1.2

Coordinate	As at 20 September 2026
Directory code	FS-1.2 Distribution of Financial Products
Legal nature	Licence
Enabling law	Financial Services Act 2007 · Section 14 · Second Schedule Part I
Fees as at 1 July 2026	Processing fee Rs 13,500 (USD 700). Fixed annual fee Rs 49,000 (USD 1,600). Unless the directory states a different conversion rule, USD figures apply only to an applicant for a Global Business Licence or a corporation holding a Global Business Licence. FSC Circular Letter CL20260107 (1 July 2026) records that the replacement fee schedule operates from 1 July 2026 and that annual fees are due by 30 September 2026. A circular does not rewrite the activity this code authorises.
Status at cut-off	Published directory category as at 1 July 2026.

The structured library card keeps the same coordinates for search. Open FS-1.2 in the reference library.

FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗Register note Financial Services Act 2007 ↗Register note FSC licensing and fees amendment rules 2026 ↗Register note FSC Circular Letter CL20260107 — review of fees and renewal of licences ↗Register note FSC rules and regulations directory ↗Register note Securities Act 2005 ↗Register note

Follow the sources.

Each title opens the published text. The register note records the edition used for this course.

FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗ All published category codes, fees, forms and licensing-criteria columns; consolidation as at 1 July 2026 · Register note
Financial Services Act 2007 ↗ Sections 2, 14, 14A, 16–18, 25, 33, 71A, 72, 77, 77A, 77B, 77C, 78, 79A; Second Schedule Parts I–III; Fifth Schedule · Register note
FSC licensing and fees amendment rules 2026 ↗ Rule 3 and replacement First Schedule; rule 4 commencement · Register note
FSC Circular Letter CL20260107 — review of fees and renewal of licences ↗ 1 July 2026 fee review; annual-fee due date 30 September 2026; FSCOne alternative arrangements · Register note
FSC rules and regulations directory ↗ Consolidated licensing and fees rules; sector-specific rules including Securities (Licensing) Rules and Family Office Rules · Register note

FS-1.2 Distribution of Financial Products.

By the end of this chapter