MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
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1. Corporate Governance Requirements 1.1 Corporate Forms and Governance Requirements Mauritius offers diverse corporate structures, includ - ing private and public companies, partnerships, trusts, foundations, Global Business Companies (GBCs), Authorised Companies (ACs) and Variable Capital Companies. • Private company limited by shares – most com - mon; suited to SMEs. • Public company limited by shares – for larger or listed enterprises. • Limited partnerships – often used for investment funds and joint ventures. • Trusts and foundations – for wealth management and philanthropy. • Variable capital companies (VCCs) – for collective investment schemes. Where the structure is incorporated in Mauritius for the purpose of doing business primarily outside Mauritius and where non-citizens of Mauritius hold the majority of the shares, such structures would be either a GBC or an AC. 1.2 Corporate Governance Legislation and Regulation The principal sources of corporate governance are: • Companies Act 2001 (CA); • Financial Services Act 2007 (FSA 07);
• Listing Rules of the Stock Exchange of Mauritius; and • Financial Crimes Commission Act 2023. The CA is the main legislation governing company formation, directors’ duties, shareholder rights, dis - closure obligations and administration. Sector-specific regulations from the Bank of Mauritius and the Financial Services Commission (FSC) impose additional governance standards on financial institu - tions, GBCs, ACs and collective investment schemes, often via guidelines, codes or circulars. The National Code of Corporate Governance for Mauritius (2016) (the “Code”) promotes transparency, accountability and ethical leadership. Though not mandatory, it is considered best practice and applies on an “apply-and-explain” basis. Public Interest Enti - ties (PIEs) however must comply with and report on all Code principles. PIEs are defined in Schedule 1 to the Financial Report - ing Act 2004 (FRA 04) and include: • companies listed on the Stock Exchange of Mauri - tius (SEM); • financial institutions (other than cash dealers) regu - lated by the Bank of Mauritius; • certain categories of financial institutions regulated by the FSC; • companies which, for two consecutive financial years, have an annual turnover exceeding MUR500 million, or total assets exceeding MUR500 million; and
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