MAURITIUS Law and Practice Contributed by: Gilles Athaw, Jason Barbe, Deeviya Rughooputh and Sushika Ramlugun, Bowmans
Assignment under the Commercial Code A memorandum, known as a bordereau, which wit- nesses the assignment and forms part of the perfec- tion requirement thereof under the Commercial Code, must be executed by the assignor and must be regis- tered in the interest of the assignee with the Registrar General. The registered bordereau must thereafter be delivered to the assignee by the assignor. Account pledge A notice of pledge must be sent to the account bank. Pledge of business undertaking (fonds de commerce) The pledge of business undertaking is created under a deed prepared by a notary public or a deed under private signature and must be registered with the Reg- istrar General of Mauritius. The registration with the Registrar General must be made within 15 days of the signing date of the pledge agreement. Timing and Costs Involved Depending on the type of entity involved, registra- tion must be effected within eight days or up to three months for companies holding a global business licence (except for the pledge of business undertak- ing which must be registered within 15 days from the date of the security document). The registration pro- cess takes around three business days to complete. Registration duty and administrative fees (formerly stamp duty) payable to the Registrar General amount to around MUR50,700 (approximately USD1,200) per document. Inscription of charges would incur an addi- tional inscription fee of around MUR1,000 (approxi- mately USD23). 5.2 Floating Charges and/or Similar Security Interests The Mauritian Civil Code allows for the creation of a floating charge over all present and future assets of a company as security. 5.3 Downstream, Upstream and Cross- Stream Guarantees Downstream, upstream and cross-stream guarantees are generally permitted. This type of security is gener- ally granted by way of a corporate guarantee, as pro- vided under the Mauritian Civil Code. However, giving
(b) a fixed and/or floating charge. • Security over intellectual property and other intan- gible and tangible rights: (a) an assignment of rights by way of security; and (b) a fixed and/or floating charge. • Security over equipment/material, outillage (tools of trade) and stocks: (a) a special pledge under the Mauritian Civil Code; and (b) a fixed and/or floating charge. • Security over future assets: (a) a pledge or an assignment by way of security under the Commercial Code; and (b) a floating charge. • Security over a business undertaking ( fonds de commerce ): a pledge of the business undertaking. Perfection Requirements A share pledge In addition to the execution of the share pledge, the pledgor is required to procure the delivery of the fol- lowing to the pledgee: • a signed and undated blank share transfer form; • share certificates or other instruments evidencing or representing the pledged shares; and • a transfer-in-guarantee instrument signed by the pledgee, the pledgor and the secretary of the company in which the shares are being pledged in The fixed and/or floating charge agreement must be prepared in a prescribed format and must be regis- tered with the Registrar General and inscribed with the Conservator of Mortgages of Mauritius. A memorandum setting out details of the charge must be affixed to the deed prior to the inscription. The chargor must deliver the registered deed of fixed and/ or floating charge and provide satisfactory evidence of registration and inscription to the secured party. Mortgage The deed of mortgage, with the requisite memoran- dum (bordereau) annexed, must be inscribed in the registers of the Conservator of Mortgages. respect of the pledged shares. Fixed and/or floating charge
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