MAURITIUS Law and Practice Contributed by: Sameer Tegally, Sonia Xavier and Ashvan Luckraz, Venture Law
company operates in a specific sector or engages in regulated activities. Although the Mauritian government encourages for - eign investment, some restrictions apply to the acqui - sition of immovable property (for example, sectors such as public media, etc). 4. Corporate Governance and Disclosure/Reporting 4.1 Corporate Governance Framework Types of Legal Structures and the Most Commonly Used Structure An investor may choose from a range of corporate vehicles (such as companies, partnerships, limited partnerships, limited liability partnerships, trusts or foundations) to invest in Mauritius. The most commonly used legal entity is the company limited by shares, which offers limited liability to its shareholders. In the event of a company’s liquidation that is limited by shares, the liability of shareholders is confined to any amount that remains unpaid on their shares. A company with more than 50 shareholders or wish - ing to offer its shares to the public is constituted as a public company. Corporate Governance The main legislation governing the operation of a com - pany incorporated in Mauritius is as follows. The Companies Act 2001 (the “Companies Act”): sets out how a company in Mauritius is incorporated and managed. The Companies Act gives shareholders a degree of flexibility to provide for management that suits their specific needs in certain aspects. The Securities Act 2005: it, inter alia, regulates the disclosure of information by persons issuing securities to the public. The Insolvency Act 2009: governs the procedures and distributions to be made in the event that the company becomes insolvent or is wound up.
Mauritius has also implemented a code of corporate governance, which applies to: • public institutions; • entities listed on the Stock Exchange of Mauritius; • insurance companies; • certain categories of financial institutions; • companies which have, during the preceding two consecutive years, an annual turnover exceeding MUR500 million or total assets exceeding MUR500 million; and • group companies which have, during the preceding two consecutive years, an annual turnover exceed - ing MUR1 billion or total assets exceeding MUR1 billion. 4.2 Relationship Between Companies and Minority Investors A minority shareholder who considers that the affairs of a company are being conducted in a manner that is oppressive, unfairly discriminatory or unfairly preju - dicial to them can seek redress in court. Minority shareholders may also request the company to buy back its shares in the event of: • adoption of a new constitution; • approval of amalgamation; • variation of rights attached to their shares; or • the company entering into a major transaction. 4.3 Disclosure and Reporting Obligations In line with the anti-money laundering, combating ter - rorism and proliferation financing laws applicable in Mauritius, a person is required to disclose their CDD documents – ie, documents attesting their identity, nationality and residential address, and in some cas - es, source of funds/wealth. Where the investor is a legal person or legal arrange - ment, details must be provided on the nature of the business and the ownership and control structure, including any individuals exercising control over the structure. This would include the identity of the natural persons with a controlling ownership interest in a legal person. While the law does not set a specific threshold for controlling ownership, a 20% stake is generally regarded as the standard benchmark.
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