Corporate Governance 2026 Comparisons

Mauritius offers diverse corporate structures, including private and public companies, partnerships, trusts, foundations, Global Business Companies (GBCs), Authorised Companies (ACs) and Variable Capital Companies.

• Private company limited by shares – most common; 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.

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, disclosure obligations and administration.

Sector-specific regulations from the Bank of Mauritius and the Financial Services Commission (FSC) impose additional governance standards on financial institutions, 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 Entities (PIEs) however must comply with and report on all Code principles.

PIEs are defined in Schedule 1 to the Financial Reporting Act 2004 (FRA 04) and include:

• companies listed on the Stock Exchange of Mauritius (SEM);
• financial institutions (other than cash dealers) regulated 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
• groups of companies which, for two consecutive years, have an annual turnover exceeding MUR1 billion, or total assets exceeding MUR1 billion.

The SEM is the principal platform for trading shares in Mauritius and regulates securities listings and Listing Rules compliance. Listed companies are subject to ongoing corporate governance obligations, including 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). Accordingly, the Code requires them to disclose their compliance 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 generally mandatory for publicly traded shares.

The SEM has introduced SEMX, a dedicated segment for high-growth companies, by adding Chapter 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. Listing Particulars must include a prominent risk warning 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 strengthened: 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 prepare 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 shareholders in general meeting and the company secretary (responsible for operational support, register maintenance and filings).

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 manage and supervise the company and bears ultimate accountability for its operations.

The CA reserves certain key decisions to the board, including:

• authorising the issue of shares and determining their terms;
• authorising distributions, including dividends;
• approving major transactions (also requiring shareholder special resolution);
• calling annual and special meetings of shareholders;
• approving and signing the financial statements; and
• preparing the annual report.

The board may delegate powers under Section 131 of the CA, but delegation does not relieve it of its duties. Powers listed in the Seventh Schedule of the CA cannot be delegated.

Shareholder Decisions

Certain matters require shareholder approval by special resolution (at least 75% or such higher majority as the constitution specifies), namely:

• adopting, amending or revoking the company’s constitution;
• reducing the stated capital of the company;
• approving a major transaction;
• approving an amalgamation; and
• placing the company into liquidation.

Other matters require approval by ordinary resolution, subject to the constitution, including: approving directors’ remuneration and benefits; appointing and removing directors (removal of a private company director requires a special resolution); appointing auditors at the annual meeting; and adopting the financial statements together with the auditor’s report.

At shareholders’ meetings, the chairperson must afford shareholders reasonable opportunity to discuss and comment on the management of the company. Shareholders may pass resolutions recommending management actions, though such recommendations are non-binding unless passed by special resolution or provided for in the constitution.

Company Secretary

The company secretary plays a key governance role: ensuring compliance with the constitution and statutory requirements; preparing and circulating meeting agendas and papers; ensuring board meetings and resolutions are properly convened and passed; and maintaining the register of interests. The secretary has a statutory duty to take reasonable steps to ensure proper maintenance of the share register and prompt recording of transfers.

The company secretary must also guide the board on its duties, responsibilities and powers, and inform it of legislation affecting shareholder and director meetings and sanctions for non-compliance.

Board of Directors

The board may make decisions by written resolution or meeting, in accordance with the CA and the company’s constitution.

Shareholders

Shareholder decisions are taken by resolution at annual or special meetings, or by written resolution. Resolutions may be ordinary (simple majority), special (at least 75%, or higher if required by the constitution), or unanimous.

The CA recognises unanimous shareholder agreements as a separate governance mechanism. Shareholders of a private company may unanimously agree to any action, which is deemed validly authorised notwithstanding the constitution, with certain Eleventh Schedule provisions disapplied. Such agreements cover matters including share issues, distributions, repurchases and redemptions, financial assistance, directors’ remuneration and benefits, interested director transactions, major transactions and post-event ratification.

Section 272 also allows shareholders to restrict or remove directors’ management powers and confer them on any party to the agreement. That person assumes the rights and duties of a director, and directors are relieved of corresponding responsibilities. A sole shareholder’s written declaration has the same effect. Such an agreement takes effect only once all directors and the Registrar of Companies (the “Registrar”) have been notified.

A company is governed by a single board of directors. Although the board may delegate particular aspects of the company’s business or governance to committees constituted for that purpose, ultimate responsibility for the management of the business and affairs of the company remains vested in, or subject to the oversight of, the board itself.

The unitary board typically comprises non-executive directors (a proportion expected to be independent) and executive directors (who also hold senior management positions).

An independent director is a non-executive director whom the board has determined to be free from any relationship or circumstance that could materially compromise objectivity.

The chairperson leads the board, ensuring its effectiveness, setting the agenda, facilitating debate, and serving as the board’s principal spokesperson and primary contact for the CEO.

The composition requirements for boards of directors vary by company type:

• All companies – must appoint at least one natural person as a director who is ordinarily resident in Mauritius.
• GBCs – must appoint a minimum of two resident directors.
• Public companies – must have at least two independent directors and at least one woman on the board.
• Listed companies – in addition to the requirements for public companies, are required to ensure that female representation accounts for no less than 25% of the board.
• ACs – required to have at least one director, but that director need not be ordinarily resident in Mauritius. A corporation may also be appointed to act as a director.

Appointment

Directors are appointed by ordinary resolution unless the constitution provides otherwise (eg, requiring a special resolution or granting a shareholder the right to appoint by written notice).

Where there are no directors or the number falls below quorum and appointment under the constitution or CA is not practicable, a shareholder or creditor may apply to the Court to appoint directors if in the company’s interests.

Removal

Notwithstanding anything in its constitution or in any agreement between it and a director, a director of a public company may be removed by ordinary resolution at a meeting called for that purpose.

A private company director may, subject to the constitution, be removed by special resolution at a meeting called for that purpose. The constitution may grant alternative arrangements, such as removal by written notice.

Restrictions

There are a several restrictions on who may be a director of a company. A person is disqualified if they are:

• under 18 years of age;
• in the case of a public company and subject to certain exceptions, over 70 years of age;
• an undischarged bankrupt;
• prohibited from acting as a director or promoter of, or being concerned or taking part in the management of, a company under the CA; or
• adjudged to be of unsound mind.

A person may also be disqualified if they do not satisfy any qualifications for directors prescribed by the company’s constitution.

In the case of a GBCs, a director must be “fit and proper” to act in that capacity.

Independence Requirements

An “independent director” is defined as a non-executive director who is not an employee of the company; does not have a material business relationship with the company, whether directly or through an associated organisation; does not receive remuneration or benefits from the company other than in their capacity as a director; is not a nominated director representing a substantial shareholder; does not have close family ties with any adviser, director or senior employee of the company; does not hold cross-directorships or significant links with other directors through involvement in other companies or organisations; and has not served on the board for more than nine continuous years from the date of their first election.

Independence is not generally required, though public companies must have at least two independent directors and bank boards must comprise at least 40% independent directors including the chairperson. Other sectors may have specific requirements.

Conflicts of Interest

Directors must act in the company’s best interest. They may not compete with the company or hold office with a competitor (unless approved under the CA), must account for gains derived from their position, and must not misuse or disclose confidential information except as permitted.

Approval for competing activities

A director wishing to engage in otherwise prohibited activities must disclose all material facts and obtain approval by either a written resolution signed by three-fourths of voting members, or an ordinary resolution at a meeting where the interested director (and holders of shares in which the director is beneficially interested) does not vote or their votes are not counted.

Disclosure of interests in transactions

A director is considered “interested” where they may derive a material financial benefit, have a material interest in another party, hold office with another party, are related (parent, child or spouse) to a benefiting party, or are otherwise directly or indirectly materially interested in the transaction.

An interested director must promptly record the interest in the interests register and disclose to the board its nature and monetary value (if quantifiable). This does not apply to ordinary course transactions on usual terms. A standing general notice suffices for future transactions with the same entity.

Avoidance of interested transactions

The company may avoid a transaction in which a director is interested within six months of disclosure to all shareholders, unless fair value was received. Ordinary course transactions on usual terms are presumed at fair value. The burden of proving fair value falls on a person seeking to uphold the transaction if they knew or should have known of the interest; otherwise the company must show it did not receive fair value. Avoidance on the ground of a director’s interest may only occur under this statutory provision or the company’s constitution.

Avoidance of a transaction does not affect the title of a third party who acquired property from someone other than the company, for valuable consideration, and without knowledge of the relevant circumstances.

Voting by interested directors

In a public company, an interested director may not vote on the relevant matter. In a private company, an interested director may vote if the interest is disclosed under Section 148 of the CA. In both cases, the interested director may attend, count in the quorum, and otherwise act as director, subject to the constitution. For listed companies, a director with a material interest may not vote or be counted in the quorum, subject to specified exceptions.

Use of company information

A director must not disclose, use or act on information obtained in their capacity as director or employee that would not otherwise be available to them, except for the purposes of the company, as required by law, where authorised by the board, or as otherwise permitted by the constitution or approved under Section 146 of the CA. The board may authorise disclosure if not prejudicial to the company, with particulars recorded in the interests register. Any gain from such use must be accounted for.

Disclosure of interests in shares (public companies)

Directors of public companies must promptly disclose to the board any interest in the company’s shares, including acquisitions or dispositions, with details of consideration and date. These must be entered in the interests register.

Insider dealing

A director possessing material non-public information may only deal in the company’s (or a related company’s) shares at fair value, determined on the basis of all information known or publicly available. Contravention results in liability for the difference between fair value and consideration. For listed companies, there is an absolute prohibition on dealing while in possession of unpublished price-sensitive information and restrictions during close periods.

Good Faith and Best Interests

Under Section 143 of the CA, directors owe broad duties to the company. A director must exercise powers honestly, in good faith, in the company’s best interests, and for the purposes for which such powers are conferred. Directors must act within the limits of the CA and the constitution, and obtain shareholder authorisation where required.

A director must not agree to obligations unless reasonably believing the company can perform them when due. Directors must account for any gain obtained through their powers or position. They must not use company assets illegally or in breach of duties, nor do or allow anything that damages assets except in ordinary business. Cash or assets acquired on the company’s behalf must be transferred forthwith and held for its purposes until transfer.

Directors must attend board meetings with reasonable regularity (unless prevented by illness or reasonable excuse), keep proper accounting records and make them available for inspection, and act in a manner not oppressive, unfairly discriminatory or unfairly prejudicial to shareholders.

Standard of Care

In addition to good faith duties, every officer must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. A director of a public company who also serves as an executive must exercise the care, diligence and skill of a reasonably prudent and competent executive in that position.

Business Judgement Rule

A director or officer making a business judgement meets the standard of care where the judgement is made in good faith for a proper purpose, the officer has no material personal interest, informs the company to the extent reasonably believed appropriate, and reasonably believes the judgement is in the company’s best interests. That belief is reasonable unless no reasonable person in that position would hold it.

Reliance on Information and Advice

A director may rely on reports, statements, financial data and professional or expert advice from employees believed reliable and competent, professional advisers or experts on matters within their competence, or other directors or committees on which the director did not serve. Reliance is only available where the director acts in good faith, makes proper inquiry where indicated, and has no knowledge that reliance is unwarranted.

Duty on Insolvency

A director who believes the company cannot pay its debts as they fall due must forthwith call a board meeting to consider appointing a liquidator or administrator. If the director fails to do so and the company is subsequently liquidated, the Court may hold the director liable for all or part of creditors’ losses from continued trading. Directors who do not vote to appoint a liquidator or administrator at such a meeting may similarly be held liable where there were no reasonable grounds for believing the company could pay its debts.

Under Section 143(5)(a) of the CA, directors’ duties are expressly owed to the company, and not to the shareholders, debenture holders or creditors of the company.

Nevertheless, directors are required to take into account or may act in the interests of other parties in several circumstances.

• Wholly owned subsidiaries – a director may, if expressly permitted by the constitution, act in a manner believed to be in the best interests of the holding company, even if not in the best interests of the subsidiary.
• Non-wholly owned subsidiaries – a director may similarly act in the interests of the holding company, but only if expressly permitted by the constitution and with the prior agreement of the shareholders other than the holding company.
• Joint ventures – a director may, if expressly permitted by the constitution, act in the interests of a shareholder or shareholders, even if not in the best interests of the company.
• Shareholders generally – directors must at all times act in a manner which is not oppressive, unfairly discriminatory or unfairly prejudicial to shareholders.

Importantly, whilst the general duties under Section 143 are owed to the company, Section 174(3) expressly provides that certain specific duties are owed directly to shareholders. These are as follows.

• Section 94 – the duty of the secretary to supervise the share register and to take reasonable steps to ensure that the share register is properly kept and that share transfers are promptly entered.
• Section 148 – the duty of a director to disclose to the board (and to the interests register) any interest the director has in a transaction or proposed transaction with the company.
• Section 156 – the duty of a director of a public company to disclose to the board share dealings and relevant interests in shares issued by the company.

As these duties are owed to shareholders, a shareholder or former shareholder may bring a personal action against the director (or, for Section 94, the secretary) for breach.

Creditors on insolvency – under Section 162, where a director believes the company is unable to pay its debts as they fall due, the director must forthwith call a board meeting to consider whether to appoint a liquidator or administrator. Failure to do so can give rise to personal liability for losses suffered by creditor.

Enforcement by the Company

The duties under Section 143 are owed to the company, which is the primary entity entitled to bring an action against a director for breach. Under Section 160(3), where an officer breaches a duty, the officer and any knowing participant shall compensate the company for loss; the officer shall account for any profit; and any contract entered into in breach may be rescinded by the company.

Derivative Actions by Shareholders or Directors

Under Section 170, the Court may grant leave to a shareholder or director to bring derivative proceedings in the company's name against a director. Leave may be granted where the company does not intend to bring, continue or defend proceedings, or where it is in the company's interests that conduct of proceedings not be left to directors or shareholders as a whole. The Court considers the likelihood of success, costs relative to relief, and any action already taken.

Personal Actions by Shareholders

Section 174 permits a shareholder or former shareholder to bring a personal action against a director (or secretary) for breach of duties owed to shareholders under Sections 94 (share register supervision), 148 (disclosure of interests) and 156 (director share dealing disclosure). However, such action may not recover loss in the form of reduced share value by reason only of a loss suffered, or gain forgone, by the company.

Declarations and Injunctions by Members or Debenture Holders

Any shareholder or debenture holder may apply to the Court for a declaration that an act or proposed act by a director constitutes a breach of duty, or for an injunction restraining such breach.

Prejudiced Shareholders

Under Section 178, any shareholder, former shareholder or entitled person who considers the company's affairs have been conducted in an oppressive, unfairly discriminatory or unfairly prejudicial manner may apply to the Court for remedies including orders to acquire shares, pay compensation, regulate future conduct, alter the constitution, appoint a receiver, or put the company into liquidation.

Criminal Consequences

A director who fails to comply with Section 143(1) to (5) commits a criminal offence, liable on conviction to a fine not exceeding MUR100,000 and imprisonment not exceeding 12 months.

The CA provides several additional bases for claims.

• Duty on insolvency – where a director fails to call a board meeting or does not resolve to appoint a liquidator or administrator when the company cannot pay its debts, and the company is subsequently liquidated, the court may hold the director personally liable for all or part of creditors’ losses.
• Personal liability for unlawful distributions – a director who signed the solvency certificate or failed to ensure proper procedures may be personally liable to repay distributions not recoverable from shareholders.
• Criminal offences – directors and officers may face criminal prosecution for misconduct including fraudulent use or destruction of company property, falsification of records with intent to defraud, fraudulent conduct of business, and failure to maintain proper accounting records, with penalties up to MUR1 million rupees and five years’ imprisonment.
• Disqualification and prohibition – the court may disqualify a person from acting as director for up to five years (Section 338). Persons convicted of offences involving promotion, formation or management of a company, or crimes involving dishonesty, are automatically prohibited for five years unless court leave is obtained (Section 337).
• Liability under Section 339 – a person acting as director in breach of Sections 337 or 338 is personally liable to the liquidator for unpaid debts and to creditors for debts incurred during the prohibited period.

Limitation of liability of directors/officers

Indemnification

As a general rule, a company shall not indemnify or insure a director or employee for liability or defence costs arising from acts in their capacity as such; any indemnity in breach is void. However, subject to the constitution:

• a company may indemnify a director for costs incurred in proceedings relating to liability for acts done as a director, where judgment is given in the director’s favour, or the director is acquitted, or the proceedings are discontinued, or relief is granted under Section 350; and 
• a company may indemnify a director in respect of liability to any person other than the company or a related company, and costs in defending or settling related claims, but this does not extend to criminal liability or liability for breach of the duty of good faith under Section 143(1)(c).

Insurance

Subject to its constitution and with board approval, a company may insure a director for non-criminal liability, defence or settlement costs, and costs in defending criminal proceedings resulting in acquittal or nolle prosequi. Particulars must be entered in the interests register, recorded in board minutes, and disclosed in the annual report.

Court relief

Where in proceedings for negligence, default or breach of duty it appears the person acted honestly and reasonably and ought fairly to be excused, the court may relieve that person either wholly or partly from liability on such terms as the court thinks fit. A person who apprehends that a claim may be made against them may also apply proactively to the court for such relief.

Statutory defences

In criminal proceedings for offences relating to duties imposed on the board or company, a director may defend on the ground that the board or company took all reasonable and proper steps to ensure compliance, or that the director personally did so, or that the director could not reasonably have been expected to do so.

Business judgement rule

A director making a business judgment meets the required standard of care where the judgment was made in good faith for a proper purpose, the director had no material personal interest, the company was appropriately informed, and the director reasonably believed the judgment was in the company’s best interests. That belief is deemed reasonable unless no reasonable person in that position would have held it.

Approval Requirements

Under Section 159 of the CA, directors’ remuneration and benefits, including loss of office compensation, must be approved by ordinary shareholder resolution, subject to the constitution. The board may separately determine service contract terms for managing or executive directors, and directors are entitled to reimbursement of expenses properly incurred for company business.

The constitution may alternatively empower the board to approve remuneration, benefits and loss of office compensation where it considers the payment fair, provided particulars are entered in the interests register and board minutes. Shareholders holding at least 10% of voting share capital may, within one month of learning of the payment, require a meeting to approve it by ordinary resolution; unapproved amounts become a debt payable by the director.

Prohibition on Loans to Directors

Section 159(5) prohibits a company from making loans to a director (or relative or related entity) or providing guarantees or security for such loans. Limited exceptions include loans to related companies with board approval, advances for company expenditure, loans in the ordinary course of a lending business, and approved employee loan schemes. Loans in breach are voidable and immediately repayable; for non-loan breaches, the director must indemnify the company for any loss.

Notwithstanding these restrictions, shareholders may by unanimous resolution or agreement approve any such payment, benefit or assistance, provided there are reasonable grounds to believe the company will satisfy the solvency test. For Global Business Licence holders, directors may by resolution fix their own remuneration, subject to the constitution or unanimous shareholder agreement.

Disclosure Requirements

Section 221 of the CA requires annual report disclosure of total remuneration and benefits of executive directors (including bonuses and commissions) and non-executive directors separately, as well as individual director remuneration. For holding companies, total remuneration from both the holding company and subsidiaries must be stated. The report must also disclose service contract terms and notice periods, predetermined termination compensation exceeding one year’s salary, and benefits in kind.

Interests register entries during the accounting period must be stated in the annual report. Board-approved remuneration under Section 159(2) must be recorded in both the interests register and board minutes. Any indemnity or insurance for a director or employee must be disclosed in the interests register, board minutes and annual report.

Private companies may be exempted from certain disclosure requirements where all shareholders agree, provided the exemption is noted in the annual report and does not apply to FRA 04 First Schedule entities.

Relationship Between a Company and its Shareholders

Under the CA, a company is a separate legal entity from its shareholders. A “shareholder” is a person whose name is entered in the share register as the holder of one or more shares in the company. Holding a share confers voting rights (one vote per share on a poll), equal participation in dividends, and equal participation in surplus asset distributions. These rights may, however, be restricted, limited, altered or added to by the constitution or the terms of issue of the shares.

A shareholder is not liable for the obligations of the company only by being a shareholder. A shareholder’s liability to the company is limited to any amount unpaid on shares held, any liability to repay a recoverable distribution, any liability expressly provided for in the constitution, and any liability for calls.

The relationship between the company and its shareholders is primarily governed by:

• the CA;
• the constitution;
• the unanimous shareholders’ agreement; and/or
• the terms of issue of the shares.

Public Record of Shareholders

The share register must be kept by the company and is open to public inspection. Any person may inspect it upon written notice during business hours and obtain copies for a reasonable fee.

Documents held by the Registrar are also open to inspection on payment of prescribed fees. The annual return filed with the Registrar must disclose shareholder names, addresses and shareholdings (past and present), along with share transfer details. This inspection right does not extend to private companies holding a Global Business Licence or ACs, except where access is sought by a shareholder, officer, management company or registered agent of that company.

Shareholder Involvement in Company Management

The business and affairs of a company are managed by, or under the direction or supervision of, the board, which holds all powers necessary for managing and directing the company’s business.  Shareholders do not directly manage the company but participate in governance through specific mechanisms.

• Reserved powers – certain powers are reserved to shareholders, exercisable at meetings, by resolution in lieu of meeting, or by unanimous resolution. These are generally exercised by ordinary resolution (simple majority), unless the CA or constitution requires a special resolution.
• Matters requiring special resolution – see 2.2 Types of Decisions.
• Management review – at shareholder meetings, the chairperson must give shareholders reasonable opportunity to discuss and comment on management. Shareholders may also pass resolutions recommending matters to the board. Such recommendations are not binding unless carried as a special resolution or the constitution so provides.
• Appointment and removal of directors – unless the constitution provides otherwise, directors are appointed and removed by shareholders’ resolution.
• Shareholder proposals – a shareholder may give written notice to the board of a matter proposed for discussion or resolution at the next meeting.

Generally, shareholders cannot bind the board to take or refrain from particular actions. However, all shareholders of a private company may, by written agreement, restrict the directors’ discretion and powers to manage the business and affairs, and confer such powers on any party as they think fit. A person on whom such powers are conferred assumes all the rights, powers, duties and liabilities of a director under the CA, and the directors are correspondingly relieved of those duties.

The board must convene an annual meeting within six months of the balance sheet date and no later than 15 months after the previous annual meeting; newly incorporated companies have 18n months from incorporation. The annual meeting addresses financial statements, auditor and annual reports, director and auditor appointments.

Special meetings may be called by the board at any time or requisitioned by shareholders holding at least 5% of voting rights. The court may also order a meeting where calling or conducting one in the prescribed manner is impracticable or where it is in the company’s interests.

Written notice must be given at least 21 days before any meeting, stating the date, time, place and nature of business in sufficient detail for shareholders to form a reasoned judgement; the full text of any proposed special resolution must be included.

The notice must be accompanied by a detailed agenda and with any other document relevant to the meeting. Meetings may be held in person or by audio or audio-visual communication.

A quorum requires shareholders or proxies able to exercise a majority of votes on the business to be transacted; if not present within 30 minutes, the meeting adjourns to the same day in the following week at the same time and place, or to such other date, time and place as the directors may appoint. Voting is by the method the chairperson determines; a poll may be demanded by five or more shareholders, holders of at least 10% of voting rights, or the chairperson. Shareholders may vote by proxy or postal vote (received at least 48 hours before the meeting).

Written resolutions signed by holders of at least 75% of votes entitled to be cast (or such higher percentage as the constitution requires) are a valid alternative to a formal meeting; private companies need not hold an annual meeting where all matters are addressed by written resolution.

Where the constitution requires a director or the board to exercise or refrain from exercising a power in accordance with a decision or direction of shareholders, any shareholder who participates in such a decision is deemed a director for certain directors’ duties under the CA.

Under the CA, shareholders have several distinct bases of claim against the company or its directors. These are summarised as follows.

• Injunctions – A shareholder may apply to the court for an order restraining a company or a director from engaging in conduct that would contravene the company’s constitution or the CA. The Court may also grant interim orders and consequential relief.
• Derivative actions – See 3.8 Breach of Directors’ Duties – derivative actions by shareholder or directors.
• Personal actions against directors – See 3.8 Breach of Directors’ Duties – personal actions against directors.
• Personal actions against the company – Any shareholder may bring an action against the company for breach of a duty owed by the company to them as a shareholder.
• Actions to require the company to act – A shareholder may apply to the court for an order requiring the company, its board or a director to take any action that is required by the constitution or the CA, where the court is satisfied it is just and equitable to do so.
• Representative actions – Where a shareholder brings proceedings against the company or a director and other shareholders have the same or substantially the same interest in the subject matter, the court may appoint that shareholder to represent all or some of those shareholders. The court may make orders as to the control and conduct of the proceedings, costs and the distribution of any amount ordered to be paid by a defendant.
• Prejudiced shareholders – See 3.8 Breach of Directors’ Duties – prejudiced shareholders. This remedy is not available to shareholders of GBCs or ACs unless the constitution expressly provides otherwise.
• Declaration of breach of directors’ duties – See 3.8 Breach of Directors’ Duties – declarations and injunctions by members or debenture holders.
• Minority buy-out rights – A shareholder who voted all shares registered in their name (and beneficially owned) against a special resolution to alter the constitution (imposing or removing a restriction on business activities), approve a major transaction, or approve an amalgamation, or did not sign a written resolution, may require the company to purchase their shares by written notice within 14 days. The board must then arrange purchase at a fair and reasonable price (by the company or a third party), apply to the court for an exemption, or rescind the resolution. Price disputes may be referred to arbitration. The court may exempt the company where purchase would be disproportionately damaging, financially unviable, or otherwise not just and equitable.

Every public company must maintain a register of substantial shareholders (persons holding at least 5% of aggregate voting power), recording particulars of every share held by or in which such person has a direct or indirect interest. The issuer must notify the SEM without delay, including the disclosure date and, if known, the transaction date.

Listing Particulars and annual reports must identify every non-director person directly or indirectly interested in 5% or more of any class of voting share capital. The annual return must also disclose the holders of the ten largest shareholdings in each class.

Directors of public companies must promptly disclose to the board any relevant interest in the company’s shares, including subsequent acquisitions or disposals, with particulars entered in the interests register. Directors must also notify the company in writing of any interest held by them or their associates as soon as possible after acquisition or cessation. The issuer must then notify the SEM before the end of the following day.

A “controlling shareholder” (any person exercising or controlling 20% or more of voting power) may trigger requirements for additional independent non-executive directors and arm’s length transaction safeguards.

The CA requires every company to identify and record its beneficial owner or ultimate beneficial owner in a separate register, including full name, residential address, identification details, citizenship and an ownership structure chart. Where shares are held by a nominee, beneficial owners must be recorded. Any status change must be notified to the company and lodged with the Registrar via the annual return and upon any shareholding change. The Registrar may only disclose beneficial ownership information where required by the beneficial owner, for an investigation or by court order.

Under the Securities (Takeover) Rules 2010, a mandatory offer for all remaining voting shares is triggered where a person, alone or in concert, holds more than 30% of voting rights and acquires additional shares, acquires effective control, or crosses the 50% threshold. The offer must be accompanied by a public announcement notified to the FSC and relevant securities exchange, ensuring minority shareholders can exit on equivalent terms when control changes.

Companies are subject to a number of annual and periodic financial reporting obligations under the CA and the FRA 04. For listed issuers, the SEM Listing Rules imposes additional obligations.

Financial Statements

Every company must prepare financial statements within six months of its balance sheet date. The statements must be dated and signed by two directors (or the sole director if only one). They must present a true and fair view of the company’s financial position, performance and cash flow.

• Public and private companies must prepare financial statements in accordance with International Accounting Standards (IFRS).
• A private company (other than a small private company) may alternatively prepare its financial statements in accordance with IFRS for SMEs.
• Small private companies must prepare financial statements in accordance with regulations under the FRA 04.

Companies with subsidiaries must prepare consolidated group financial statements within the same six-month window.

Every company (other than a small private company) must file its signed financial statements and auditor’s report with the Registrar within 28 days of signature; GBCs must also submit these to the FSC. A small private company with annual turnover not exceeding MUR100 million may file a simplified cash-basis profit and loss statement only.

Annual Report

An annual report on the company’s affairs – including financial statements, auditor’s report, corporate governance report, directors’ remuneration, and other prescribed particulars – must be prepared within six months of the balance sheet date and sent to shareholders at least 21 days before the annual general meeting. This requirement does not apply to one-person companies.

Private companies may dispense with the annual report by unanimous shareholder resolution, but this exemption is unavailable to PIEs under the FRA 04. If any shareholder requests compliance in writing within three months after the balance sheet date, the board must prepare the annual report for that year and subsequent years, unless shareholders again unanimously resolve otherwise.

Annual Return

Every company must generally file an annual return with the Registrar once yearly, subject to certain exemptions.

• Enterprises incorporated on or after 2 June 2015 and registered as SMEs are exempt for eight years from incorporation, provided net assets do not exceed MUR50 million and annual turnover does not exceed MUR20 million.
• Small private companies with annual turnover not exceeding MUR100 million are also exempt unless there is a change in shareholding, board composition or related particulars.

Where required, the annual return must be filed within 28 days after the annual meeting, or within eight weeks for companies with a branch register outside Mauritius. A director or secretary must sign the return. A company need not file an annual return in its year of incorporation.

PIEs and Listed Companies

PIEs must ensure IFRS-compliant financial statements, report on corporate governance per the Code (including compliance statements to the Financial Reporting Council), and submit financial statements, annual reports, and governance reports to the FRC’s Chief Executive Officer within six months of year-end.

SEM-listed equity issuers must also publish interim quarterly reports within 45 days, including an activities statement, profit/loss comparison to the prior year, and company prospects. Reports must appear in at least one daily newspaper or on the issuer’s website (with notice in two other newspapers) and be sent electronically to the SEM without delay.

The annual reports must include a “report on corporate governance referred to in the Financial Reporting Act” alongside financial statements, the auditor’s report, directors’ remuneration, interests register entries and other prescribed particulars.

The FRA 04 also requires PIEs to adopt and report on corporate governance per the Code and submit a compliance statement to the Financial Reporting Council. Non-compliant PIEs must disclose and explain areas of non-compliance. Financial statements, annual reports, and governance reports must be submitted to the FRC’s Chief Executive Officer within six months of year-end, and auditors must report on Code compliance. Companies with a Global Business Licence or operating as ACs are excluded from PIE classification.

Company Registry and Filings

Companies in Mauritius are incorporated and registered with the Registrar.

Companies are required to make numerous filings with the Registrar throughout their lifecycle. At the time of incorporation, an application must be submitted in the prescribed form, together with the supporting documents.

On an ongoing basis, the principal filings include, but not limited to, the following:

• the company’s constitution;
• changes in shareholders, directors, secretaries and beneficial owners;
• financial statements and annual reports;
• resolutions approving certain transactions (for example, a change of name or amendments to the constitution);
• changes in the registered office;
• share transfer forms;
• particulars of charges; and
• documents relating to employees’ share schemes.

The Registrar receives and registers documents, issues certificates of incorporation and maintains the corporate registry electronically through CBRIS or other approved systems.

Global Business Licence holders must also file certain documents with the FSC, including changes in shareholding, financial statements and auditors’ reports.

Availability of registry

Filings with the Registrar are generally available for public inspection upon payment of the prescribed fee. Available information includes:

• any document filed with, or contained in, a register kept by the Registrar (excluding residential addresses);
• particulars of any registered document; and
• the certificate of incorporation.

For GBCs and ACs, inspection is restricted to shareholders, officers, management companies or registered agents. However, basic information (name, registered office, company secretary, directors, incorporation date, and company type) is available to any person upon fee payment.

The Registrar does not disclose shareholder personal information. Beneficial ownership information is only disclosed to the beneficial owner, for investigations or by court order.

Failure to file

If a filing requirement is not met, the Registrar may require remedy within 14 days and apply to the court for a compliance order if the default continues.

Penalties for filing defaults vary:

• up to MUR100,000 for share register, company records, and general filing failures;
• up to MUR200,000 for board failures regarding financial statements, annual returns, or annual reports;
• up to MUR300,000 for beneficial ownership disclosure non-compliance;
• up to MUR400,000 plus two years’ imprisonment for failure to keep proper accounting records revealed on investigation or winding-up; and
• up to MUR1 million plus five years’ imprisonment for false or misleading statements under the CA. When convicted of failing to pay registration fees or file annual returns, courts must order compliance within a specified timeframe, and the Registrar may compound certain offences with the consent of the Director of Public Prosecutions.

The Registrar holds broad supervisory powers under the CA, including: inspecting company books on 72 hours’ written notice (obstruction carries up to MUR200,000 fine); refusing to register non-compliant documents; rectifying typographical errors; requiring inspectors to investigate company affairs or ownership; and bringing proceedings in the company’s name for recovery where investigation reveals fraud or misfeasance. The Registrar may also remove a company from the register for persistent filing defaults or failure to carry on business (subject to statutory notice and objection), and must report suspected non-compliance or illicit use of GBCs or ACs to the FSC.CA

Under the Mauritian AML/CFT framework, reporting persons (financial institutions, banks, cash dealers and certain professionals) must monitor and report suspicious transactions to the Financial Intelligence Unit.

A suspicious transaction includes any completed, attempted or proposed transaction reasonably indicating money laundering, proceeds of crime, terrorist or proliferation financing, or that appears unusual, lacks economic or lawful purpose, involves unjustified complexity or unidentified parties, or otherwise gives rise to suspicion.

The board of directors bears ultimate responsibility for AML/CFT compliance. It must identify, assess and manage money laundering and terrorist financing risks, take ownership of the risk assessment and keep it current.

The board must adopt and oversee a formal AML/CFT strategy aligned with the institution’s risk profile (including at group level where applicable), and ensure appropriate systems, controls, policies and procedures are documented and implemented, with clear allocation of responsibilities to the Compliance Officer and Money Laundering Reporting Officer.

The board must establish a risk-based compliance review framework with more frequent reviews for higher-risk areas. AML/CFT arrangements must be reviewed at least annually or after material business changes, and deficiencies must be addressed promptly.

Directors and other officers of a reporting person face personal criminal liability for knowingly or unreasonably failing to comply with AML/CFT obligations, including failures to implement controls, destroying mandatory records or permitting transactions under false identities. Conviction carries fines up to MUR10 million and up to five years’ imprisonment.

Appointment of Auditor

Every company (except small private companies) must appoint an auditor at each annual meeting to hold office until the next annual meeting and audit the company’s financial statements (and group statements, if applicable) for the following accounting period.

A company is considered as a “small private company” where:

• its turnover of which in respect of its last preceding accounting period is less than MUR100 million or such other amount as may be prescribed;
• it is not a company holding a Global Business Licence; and
• it is not a PIE.

The shareholders of a small private company may, by unanimous resolution, agree that no auditor be appointed, though this ceases to have effect if any shareholder holding at least 5% of the shares gives notice requiring an appointment.

The board may appoint the first auditor before the first annual meeting (holding office until that meeting concludes). Thereafter, the external auditor is appointed at the general meeting upon board recommendation following an open, transparent and competitive selection process.

The board may fill casual vacancies in the auditor’s office. If no auditor is appointed at an annual meeting and no resignation notice has been given, the Registrar may appoint one.

An auditor who resigns or declines reappointment must give notice, which the company must circulate to all shareholders entitled to receive general meeting notices. The auditor may attend and be heard at any shareholders’ meeting on matters concerning their role, and the board must ensure the auditor attends the meeting considering the auditor’s report on annual accounts.

Relationship Between the Company and the Auditor

The auditor must be independent and ensure their judgement is not impaired by any relationship with or interest in the company or its subsidiaries. The auditor’s report must confirm, among other matters, that all necessary information and explanations were obtained, proper accounting records were maintained and the financial statements present a true and fair view complying with IAS/IFRS and the CA.

Under the FRA 04, no person may act as auditor without an FRC licence. Auditors must perform duties independently, comply with the Code of Professional Conduct and Ethics, avoid activities impairing independence and disclose potential conflicts to the entity. The licensed auditor must also report on the PIE’s Code compliance as disclosed in its annual report.

For listed companies, audit firm rotation is mandatory-no firm may audit a company’s accounts for more than seven years in any ten-year period. If an auditor discovers a material irregularity during a PIE audit, they must promptly notify officers and board members in writing and request remedial action; if adequate steps are not taken within 30 days, they must report to the FRC and the Mauritius Institute of Professional Accountants. A material irregularity includes any unlawful act or omission representing a material breach of fiduciary duty, causing or likely to cause material financial loss, or amounting to fraud or theft.

Geopolitical Risks Overseen by Regulators

Mauritian regulators, including the FSC and Financial Intelligence Unit (FIU), manage geopolitical risks through regulatory frameworks that strengthen AML measures and uphold international standards such as FATF recommendations.

Mauritius implements UN sanctions through the United Nations (Financial Prohibitions, Arms Embargo and Travel Ban) Sanctions Act. The Finance Act 2025 further amended this to strengthen the National Sanctions Committee, now a body corporate.

Board-Level Oversight

The board is responsible for risk management and internal controls in company, pursuant to its general duty of care, skill and diligence. The Code requires the board to adopt comprehensive risk management and sound internal control systems, assess its risk appetite, mitigate risks through internal policies, and keep the risk profile under review. The board may also consider appointing a risk committee depending on its business model.

Under the Code, the board must disclose in its annual report (corporate governance or risk section) a description of principal risks and uncertainties, how each is managed, and risks threatening the business model, future performance, solvency, and liquidity. The board must also affirm that it or an appropriate committee has monitored and evaluated strategic, financial, operational and compliance risks.

Mauritius lacks standalone mandatory ESG reporting legislation. ESG disclosure requirements are embedded within the Code, FRA 04, and SEM sustainability framework, resulting in a principles-based regime that applies most extensively to PIEs and listed companies.

Principle 6 of the Code requires boards to present a “fair, balanced and understandable assessment of the organisation’s financial, environmental, social and governance position, performance and outlook” in annual reports and on websites. The guidance recommends specific ESG disclosures:

• environmental impact monitoring and carbon reduction initiatives;
• health and safety policies;
• social impact assessments emphasising non discriminatory employment;
• statutory social contributions and charitable/political donations; and
• a governance report addressing all eight Code principles using “apply and explain”.

The Code also encourages voluntary alignment with frameworks such as the Integrated Reporting Framework or Global Reporting Initiative.

Under the FRA 04, PIEs are required to report on corporate governance per the Code and submit compliance statements (or reasons for non-compliance) to the FRC, which promotes high quality financial and non-financial reporting. The SEM Sustainability Index (SEMSI) benchmarks Official Market and DEM-listed companies against internationally aligned ESG criteria. However, ESG reporting is not yet a mandatory listing requirement and remains voluntary at exchange level.

The ESG landscape in Mauritius is evolving rapidly, with significant developments in the environmental and governance pillars.

On the environmental front, the Finance Act 2025 introduced a 2% Corporate Climate Responsibility Levy on profits of companies with annual turnover exceeding MUR50 million, with proceeds allocated to a dedicated Climate and Sustainability Fund. This marks a shift from voluntary environmental disclosures towards a fiscal mechanism linking corporate profitability to climate accountability. The CSR framework has also been recalibrated, allowing companies to retain up to 50% of CSR contributions for their own initiatives, offering greater flexibility for internally driven environmental and social projects.

Mauritius’ financial services industry is entering a transformative phase with sustainability and responsible investment practices taking centre stage. The FSC has issued Disclosure and Reporting Guidelines for ESG Funds, effective 24 March 2025, applying to Closed-End Funds and Collective Investment Schemes that incorporate ESG factors as a primary investment strategy. These guidelines aim to strengthen market credibility and regulatory consistency, aligning investment entities with the UN Sustainable Development Goals or other recognised sustainability frameworks.

From a social perspective, CA requirements on board gender diversity remain in force: public companies must appoint at least one female director, and public listed companies must ensure minimum 25% female board representation. The Code’s emphasis on non-discriminatory employment practices and transparent, merit-based recruitment remains the primary framework for social governance disclosures.

Mauritius does not have a standalone AI board oversight statute. Under the CA, directors’ duties of care, diligence and good faith apply equally to AI deployments where material to strategy, risk or customer outcomes.

The Code assigns boards responsibility for risk and IT governance, which encompasses AI, and recommends Risk Committees where significant risks exist.

The principal exception is the financial services sector: under the Financial Services (Robotic and Artificial Intelligence Enabled Advisory Services) Rules 2021, FSC licensees providing AI-enabled advisory services must maintain a board of at least three directors (including an independent Mauritius-resident director) with explicit statutory responsibility for algorithm oversight, risk management frameworks, cyber risk and business continuity.

AI-related risks are governed through existing frameworks: the Data Protection Act 2017 (automated processing and profiling), the Cybersecurity and Cybercrime Act 2021 (cyber risk governance), and the Code (board oversight of risk and IT). In September 2025, the FSC issued FinTech Series Guidance Notes No 4 on responsible AI use in financial services, covering fairness, transparency, accountability and human oversight which are non-binding but material to supervisory expectations. At the national level, Mauritius launched its National AI Strategy and FAIR Guidelines in April 2026 with UNDP support, establishing an ethical governance framework grounded in Fairness, Accountability, Inclusiveness and Responsibility. In practice, AI strategy and risk sit with the board, controls and assurance with the Audit Committee, technology and cyber risk with the Risk Committee, and day-to-day execution with senior management.

Board and officer liability for AI-related failures arises under several existing regimes. Inadequate AI oversight may constitute breach of directors’ duties under the CA, enforceable by the company or through shareholder action where IT and AI are significant to the company.

The Data Protection Act 2017 creates liability for unlawful automated decision-making, transparency failures and security breaches, enforceable by the Data Protection Commissioner through the court.

In the non-bank financial services sector, failures in AI governance or customer disclosure obligations may attract FSC enforcement action and downstream civil liability; and for listed companies, material AI-related incidents may trigger capital markets disclosure obligations under the SEM Listing Rules.

Mauritius has no AI-specific corporate disclosure requirements. Listed companies must report on compliance with the Code and internal audit arrangements in their annual reports, within which AI governance would be expected to be addressed where material. A general obligation to disclose price-sensitive information may require disclosure of material AI-related events including important service disruptions, cyber incidents or regulatory investigations where financially material.

The FSC’s September 2025 Guidance Notes impose customer-facing transparency expectations on licensees using AI, including the ability to explain AI-driven decisions affecting customer rights, drawing in part from the Data Protection Act 2017.