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 Reg - istrar of Companies in a prescribed form, signed by the applicant and accompanied by the follow - ing documents: • consent to act as director or secretary; • certificate 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 application, as well as a statement of the consideration for the issue of those shares; • in the case of a company limited by guaran - tee, 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 regarding the beneficial ownership. 3.3 Ongoing Reporting and Disclosure Obligations The Companies Act 2001 prescribes several fil - ings to be made with respect to a private com - pany, including filing in relation to changes in directors, secretary and shareholding. Filing is also required with respect to: • a constitution (ie, equivalent to the memo - randum and articles of association) adopted by the company or any amendment made thereto; • a charge created over any asset of the com - pany; • change in registered office; • financial statements (with auditor’s report, if
Foundations Foundations may be set up under the Founda - tions Act 2012. Contrary to popular belief that foundations are for charitable purposes only, foundations are increasingly used for non-char - itable purposes; for example, wealth manage - ment, estate planning or purely business pur - poses. A foundation is run by a council (similar to the board of a company). The foundation is governed by its charter (and articles, if applica - ble), subject to the Foundations Act 2012. Variable Capital Company A variable capital company (VCC) is set up as a company under the Companies Act 2001 and needs to be authorised by the FSC, the regula - tor for financial services in Mauritius, to oper - ate. 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 separate 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 and closed-end funds can be set up under the same VCC. A VCC further allows for cross sub-fund and SPVs investment in that a sub-fund of a VCC is also allowed to invest in other sub-funds of the same VCC, pro - vided such sub-fund or SPV has not previously 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
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