MAURITIUS Law and Practice Contributed by: Sameer K. Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
3.2 Incorporation Process Application for incorporation is made to the Regis - trar of Companies in a prescribed form, signed by the applicant and accompanied by the following docu - ments: • consent to act as director or secretary; • a certificate showing that the director/secretary is not disqualified to act as such; • in the case of a company having a share capital, consent to being a shareholder and to taking the class and number of shares noted in the applica - tion, as well as a statement of the consideration for the issue of those shares; • in the case of a company limited by guarantee, a guarantee document signed by each member; • notice of reservation of name, if any; • the constitution of the company, if one is being specifically adopted; and • under certain circumstances, a declaration regard - ing the beneficial ownership. 3.3 Ongoing Reporting and Disclosure Obligations The Companies Act 2001 prescribes several filings to be made with respect to a private company, including filing in relation to changes in directors, secretary and shareholding. Filing is also required with respect to: • a constitution (ie, equivalent to the memorandum and articles of association) adopted by the com - pany or any amendment made thereto; • a charge created over any asset of the company; • change in registered office; • financial statements (with an auditor’s report, if
Trusts Trusts are governed by the Trusts Act 2001. A trust (other than a purpose trust) is limited to a duration of 99 years from the date of its creation. In the case of a purpose trust, an enforcer and a successor to the enforcer must be appointed when the trust is established, the duty of the enforcer/successor to the enforcer being the enforcement, if necessary, of the terms of the purpose trust. A trust is governed by the terms of its trust deed and the Trusts Act 2001. Foundations Foundations may be set up under the Foundations Act 2012. Contrary to popular belief that foundations are for charitable purposes only, foundations are increas - ingly used for non-charitable purposes; for exam - ple, wealth management, estate planning or purely business purposes. A foundation is run by a council (similar to the board of a company). The foundation is governed by its charter (and articles, if applicable), subject to the Foundations Act 2012. Variable Capital Company A variable capital company (VCC) is set up as a com - pany under the Companies Act 2001 and needs to be authorised by the FSC, the regulator for financial services in Mauritius, to operate. The VCC’s primary object is to operate as a fund; it can be set up as a standalone fund or may conduct its business through different sub-funds or special purpose vehicles (SPVs). The sub-funds and SPVs may choose to have a sepa - rate legal entity from the main fund. The VCC has many advantages for the fund industry as different types of fund structures can be regrouped under one entity – both collective investment schemes (CISs) and closed-end funds can be set up under the same VCC. A VCC further allows for cross sub-fund and SPV investment in that a sub-fund of a VCC is also allowed to invest in other sub-funds of the same VCC, provided such sub-fund or SPV has not previ - ously invested in it. In terms of the protection of its investment portfolios, the assets and liabilities of the sub-funds and SPVs are segregated and ring-fenced, and are thus protected in the event of a winding-up, administration or receivership of the sub-funds, SPVs or the VCC.
applicable) or financial summary; • annual report, if applicable; and • annual return, if applicable. 3.4 Management Structures
Companies in Mauritius commonly have a unitary board structure. The business and affairs of a com - pany are managed by, or under the direction or super - vision of, the board. Subject to modifications, adaptations, exceptions or limitations to the extent contained in the Companies Act 2001 or in the constitution of the company, the
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