MAURITIUS Law and Practice Contributed by: Professor Michael Katz, Laksha Juddoo Prayag, Anne-Sophie Lenette and Ayesha Rambajun, ENS
• groups of companies which, for two consecutive years, have an annual turnover exceeding MUR1 billion, or total assets exceeding MUR1 billion. 1.3 Companies With Publicly Traded Shares The SEM is the principal platform for trading shares in Mauritius and regulates securities listings and List - ing Rules compliance. Listed companies are subject to ongoing corporate governance obligations, includ - ing periodic and continuous disclosures, notification of triggering events, board changes and shareholder communications. The Listing Rules are a principal source of corporate governance regulation alongside the CA, FSA 07 and Code. Listed companies qualify as PIEs (see 1.2 Corporate Governance Legislation and Regulation ). Accord - ingly, the Code requires them to disclose their com - pliance in annual reports available on the issuer’s website, identifying any material non-application of Code principles and explaining rationale for adopting alternative practices. The SEM also operates the Development & Enterprise Market (DEM), launched in 2006 for growth companies and SMEs. The DEM has more flexible listing criteria but still imposes ongoing disclosure obligations and requires Code compliance. Mauritius has two other licensed securities exchanges – AFRINEX Ltd and Mindex Limited – each with its own listing requirements and governance obligations. These corporate governance requirements are gener - The SEM has introduced SEMX, a dedicated seg - ment for high-growth companies, by adding Chap - ter 21 to its Listing Rules in July 2025. High-growth companies are those with a proven track record of fast revenue growth meeting Chapter 21’s listing conditions. Bespoke admission requirements include at least 25% of equity securities being held by 200 public members at dealings commencement, and a modified continuity of management condition where directors demonstrate sufficient relevant experience. ally mandatory for publicly traded shares. 1.4 Stock Exchange Requirements Developments
Listing Particulars must include a prominent risk warn - ing and recommend consultation with a professional financial adviser. Other substantive provisions remain unchanged. Recent legislative amendments have also impacted corporate governance beyond listing requirements. Beneficial ownership transparency has been strength - ened: companies must keep records of actions taken to identify beneficial owners, supported by written declarations, with companies incorporated before commencement required to comply by 30 June 2026. CA imposes a statutory obligation on all PIEs to pre - pare annual reports within six months of their balance sheet date, creating a uniform deadline for SEM-listed companies, banks, non-banking financial institutions and other qualifying entities. The FSA 07 now requires GBCs to notify the FSC of director changes within seven days of the relevant filing. FSA 07 amendments have also broadened the exemption from prior FSC approval for share transactions in licensees to cover both issues and transfers (previously only transfers), with a new carve-out permitting issues or transfers to existing shareholders without prior approval provided there is no change of control, though FSC notification remains required. Governance of a Mauritian company is divided among three bodies: the board of directors, the sharehold - ers in general meeting and the company secretary (responsible for operational support, register mainte - nance and filings). 2.2 Types of Decisions Board Decisions Under the CA, a company’s business and affairs are managed by, or under the direction or supervision of, its board, which holds all powers necessary to man - age and supervise the company and bears ultimate accountability for its operations. The CA reserves certain key decisions to the board, including: 2. Corporate Management 2.1 Principal Bodies or Functions
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