Mauritius offers the following business entities:

• domestic companies;
• global Business companies (GBC);
• authorised companies (AC);
• protected cell companies (PCC);
• variable capital companies (VCC);
• general partnerships;
• limited partnerships (LP);
• limited liability partnerships (LLP);
• sole proprietorships;
• trusts; and
• foundations.

Choice of structure depends on:

• liability exposure (unlimited for sole proprietorships and general partnerships; limited for companies and LLPs);
• tax residence and treaty access (GBCs require Mauritius management-and-control substance; ACs are managed abroad);
• capital raising and investment structuring (PCCs and VCCs enable segregated cell or sub-fund structures);
• licensing and regulatory treatment (GBCs require a Financial Services Commission (FSC) Global Business Licence (GBL); ACs require FSC authorisation; other regulated activities carry separate licensing obligations); and
• wealth planning objectives (trusts and foundations serve succession and philanthropic purposes).

The Registrar of Companies administers incorporation through the Companies and Business Registration Integrated System (CBRIS). GBCs, ACs, collective investment schemes, insurance businesses and FSC-licensed entities must appoint a licensed management company to handle regulatory and corporate filings, provide the registered office and company secretary, maintain statutory registers, and ensure ongoing compliance.

Incorporation Procedure

The proposed company name may be reserved through CBRIS for up to six months.

The incorporation application must be filed through CBRIS with director, secretary and shareholder consents, beneficial ownership information, registered office details, proposed activities and company type. A constitution is optional for a private company.

On approval, the Registrar issues a certificate of incorporation and company number. Incorporation fee for a private company is MUR3,000; annual registration fees range from MUR500 to MUR27,000 depending on company type and turnover. A Business Registration Card is also issued.

Incorporation alone does not authorise regulated activities. A GBC requires an FSC GBL (processing fee USD600, annual fee USD2,600) and must satisfy management-and-control and substance requirements. An AC requires FSC authorisation (processing fee USD600, annual fee USD1,400) and is subject to activity restrictions. Other FSC-licensed activities require separate applications, fees and conditions as prescribed in the Financial Services (Consolidated Licensing and Fees) Rules 2008.

Ongoing Compliance

Entities must:

• maintain the required registers (shareholders, directors, beneficial owners, charges), minutes and accounting records for at least seven years;
• maintain accounting records, prepare financial statements and undergo an audit unless exempt (GBCs must file audited financial statements with the FSC and Registrar. Certain small entities may qualify for simplified filings);
• comply with applicable tax, filing, regulatory and annual return requirements; and
• keep beneficial ownership information up to date and make required filings within prescribed time limits.

Mauritius does not use “authorised” share capital. Share creation, issuance and alteration is governed by the Companies Act 2001 (the “CA 2001”). The board may issue shares at any time, subject to the constitution and applicable law.

Share capital:

• issue on incorporation – shareholders named in the application are deemed issued the stated shares. The board may issue further shares subject to the constitution and pre-emptive rights;
• no-par-value and stated capital – shares are no-par-value by default; par value remains valid for pre-commencement companies and by Registrar dispensation for foreign reporting. GBCs and ACs may issue either. Par value premiums go to a share premium account. A stated capital account must be maintained for each class, recording consideration received or payable; it is not a fixed limit and may be reduced subject to applicable law;
• consideration – may be cash, property, securities, promissory notes or future services. The board must determine fair and reasonable value; non-cash issues require a director's certificate;
• pre-emptive rights – new shares ranking equally with or in priority to existing shares must be offered to existing holders to maintain their relative rights, subject to the constitution;
• alteration of capital – shares may be subdivided or consolidated by ordinary resolution. Reduction of stated capital requires a special resolution, 30 days’ public notice and satisfaction of the solvency test; and
• non-citizen restrictions – share issues or transfers to non-citizens may require prior approval under the Non-Citizens (Property Restriction) Act (NC(PR)A) if the company owns immovable property (even indirectly).

Share classes:

• default rights – a share confers one vote, an equal share in dividends and an equal share in surplus on liquidation. These may be restricted or altered by the constitution or terms of issue;
• classes and structuring – the constitution or terms of issue may create different classes with different dividend, capital, conversion, voting and transfer rights; and
• variation of class rights – requires a special resolution or written consent of 75% of the class holders.

Distributions, returns of capital, repurchases and redemptions are governed by the CA 2001 and require satisfaction of the solvency test.

Distributions:

• dividends are authorised by the board, subject to the solvency test and constitution; and
• the solvency test requires that (i) the company can pay debts as they become due, and (ii) assets exceed liabilities plus stated capital.

Repurchase and redemption:

• buyback is permitted if authorised by the constitution, the board determines it is in the company’s best interests, terms are fair to non-selling shareholders, and the solvency test is satisfied;
• treasury shares – acquired shares are cancelled unless the constitution permits holding as treasury shares (up to 10% of the class for non-GBL companies);
• redemption – applies only to redeemable shares. Terms and pricing must be specified in the constitution or terms of issue. Shares must be fully paid and a solvency test applies;
• financial assistance – restricted but permitted if the board determines it is in the company’s best interests, terms are fair and the solvency test is satisfied. Auditor certification is required if assistance exceeds 10% of stated capital; and
• liability – directors voting for an unlawful distribution may be personally liable. Shareholders knowingly receiving an unlawful distribution may be required to repay it.

Private companies are subject to beneficial ownership transparency under the CA 2001 and the Financial Intelligence and Anti-Money Laundering Act (FIAMLA). The regime identifies natural persons who ultimately own or control the company.

Obligations:

• the company must record steps taken to identify each beneficial owner, including a written declaration confirming their status;
• beneficial ownership information must be lodged through CBRIS at incorporation. Changes must be filed within 14 days;
• reporting persons under FIAMLA must conduct CDD to identify the beneficial owner of legal person customers. CDD records must be kept for at least seven years after the business relationship ends; and
• management companies administering GBCs and ACs must undertake CDD and maintain beneficial ownership records per FSC guidelines.

Corporate governance rests on the CA 2001, Financial Reporting Act, and for listed issuers, the Securities Act (SA) and Stock Exchange of Mauritius Listing Rules (Listing Rules).

National Code of Corporate Governance (NCCG)

Corporate governance is principles-based with an “apply-and-explain” methodology. The NCCG covers governance structure, board composition, director duties, remuneration, risk governance, reporting, audit and stakeholder relations. Binding law prevails.

Listed and Regulated Entities

Listed issuers must comply with Listing Rules, SA and FSC requirements. Specific practices include separation of chairperson and CEO roles, audit committee of board members only, and NCCG compliance disclosure in annual reports.

Banks and Financial Institutions

These entities are subject to the Banking Act, Financial Services Act (FSA) and Bank of Mauritius (BOM) or FSC guidelines, including the BOM Guideline on Corporate Governance.

Directors’ duties are governed by the CA 2001, the constitution, common law fiduciary principles and sectoral rules. Duties are owed to the company, not to shareholders or creditors.

Fiduciary Duties

Directors must exercise powers honestly, in good faith, for proper purposes and within the Act and constitution.

A director interested in a transaction must disclose the interest to the board and enter it in the interests register.

Directors must not use company information except for the company’s purposes or as required by law.

Standard of Care

Officers must exercise the care, diligence and skill of a reasonably prudent person in comparable circumstances.

A director satisfies the care standard if the decision is made in good faith, for a proper purpose, without material personal interest, on an informed basis and with a reasonable belief it serves the company’s best interests.

Personal liability may arise from bad faith, self-dealing, breach of statutory duties, unlawful distributions, failure to keep records, or misuse of company assets or information.

Board composition is governed by the CA 2001, FSA and, for listed issuers, the SA and Listing Rules. The NCCG also applies.

Board composition:

• residence:
1. every company must have at least one Mauritius-resident director. An AC may have non-resident directors and appoint a corporation as director;
2. a GBC must have at least two Mauritius-resident directors; meetings must include at least two Mauritius-resident directors;
• independence standards:
1. public company must have at least two independent directors. The NCCG recommends two for all organisations; and
2. Mauritius-resident directors must exercise independent judgement. No statutory minimum for private companies, but the NCCG recommends two for public interest entities; and
• diversity requirements:
1. a public company must have at least one woman on the board. Listed companies require minimum 25% women; and
2. no statutory gender quota applies for private companies; the NCCG recommends gender diversity.

Public, listed and private companies:

• public companies – at least two independent directors and one woman on the board. The NCCG recommends separation of chairperson and CEO roles;
• listed companies – minimum 25% women on the board. Chairperson and CEO roles must be separate; audit committee of board members only. NCCG compliance disclosure required in annual reports; and
• private companies – may set board size, reserved matters and committees in their constitution. No statutory independence or gender quota for private companies, but sectoral licences may impose fit-and-proper, and residency requirements for directors.

ESG obligations arise under environmental, employment, data protection and corporate legislation, supplemented by the NCCG and sectoral rules.

Legislation

The Environment Protection Act (EPA) requires EIAs and imposes polluter duties. The Climate Change Act (CCA) addresses adaptation and mitigation. The Waste Management and Resource Recovery Act regulates waste handling.

The Workers’ Rights Act (WRA) and Occupational Safety and Health Act (OSHA) govern employment and safety. The Equal Opportunities Act prohibits discrimination. Companies must pay 2% of their chargeable income of the preceding year towards CSR.

Disclosure Requirements

Principle 6 of the NCCG requires boards to present a fair, balanced assessment of financial, environmental, social and governance position.

The 2026 amendments to the Financial Reporting Act permit IFRS/ISSB-aligned sustainability standards, potentially mandatory by sector.

Listed issuers must address material ESG matters under Listing Rules and continuing-disclosure requirements.

FSC Guidelines (March 2025) require ESG-focused schemes to have at least two-thirds NAV ESG-focused and submit annual Sustainability Reports.

Directors’ ESG Duties

Directors’ statutory duty is to the company, but they must consider stakeholder and creditor interests where relevant.

The NCCG expects boards to understand material environmental, social and stakeholder effects.

ESG board best practices include:

• assigning ESG responsibility, setting measurable targets and integrating ESG into strategy and risk appetite;
• assessing climate-related physical and transition risks and supply-chain vulnerabilities; and
• ensuring ESG data is reliable, challenging greenwashing and recording the basis for material disclosures.

The CA 2001, constitution, sector rules and governance codes govern conflicts and related-party transactions.

Disclosure obligations:

• directors must act in good faith for the company’s best interests;
• an interested director must promptly disclose the nature and record it in the interests register, minutes and any required annual report;
• a public-company director generally cannot vote on interested transactions; a private-company director may vote after disclosure unless excluded;
• the board should assess best interests and fair value; independent review or shareholder approval may be required for material transactions; and
• undisclosed or unfair transactions may be avoided; the director may have to compensate the company or account for profit.

Shareholder rights arise under the CA 2001, the constitution and class terms, varying by company type, listing status and class.

Shareholder Rights

Shareholders vote at meetings or by written resolution where permitted; rights may be preferential, limited, conditional or non-voting. Ordinary resolutions generally require a simple majority; special resolutions require 75% of votes entitled and voting.

Shareholders may receive or inspect the constitution, share register, annual reports, financial statements and prescribed filings, subject to statutory limits, and may request a statement of class rights. Listed or reporting issuers have additional SA , FSC and SEM disclosure duties.

A special resolution is generally required for constitutional changes, reduction of stated capital, major transactions, amalgamations and voluntary liquidation. Dissenters may have minority buy-out rights in specified cases.

Lawful dividends and distributions, pre-emption and surplus on winding-up depend on class terms and solvency rules. Class rights generally cannot be varied without the required 75% approval; dissenters may seek relief or purchase.

Statutory Remedies

With court leave, a shareholder or director may sue in the company’s name for harm to the company; recovery belongs to the company.

An entitled person may apply where company affairs or an act is oppressive, unfairly discriminatory or unfairly prejudicial. The court may order a buy-out, compensation, governance or constitutional changes, rectification, a receiver, set aside action or liquidation.

A shareholder may sue for breach of a right owed personally by the company or a director, or seek an order requiring statutory or constitutional compliance.

The court may restrain threatened conduct contrary to the Act or constitution, including an unlawful issue, transfer, distribution or meeting decision.

A shareholder may petition where trust and confidence has been broken down or the company cannot operate as intended; the court may prefer a buy-out or governance remedy.

A shareholder agreement supplements the CA 2001 and constitution in private companies and joint ventures, allocating governance, transfer and exit rights without overriding mandatory law.

Transfer and Exit Provisions

Transfer and exit provisions incorporate the following.

• Pre-emption and first-offer rights – these provisions set the notice, valuation, price and acceptance process for a proposed transfer.
• Tag-along rights – minority holders may participate in a majority sale on the same terms.
• Drag-along rights – a qualifying majority may require a sale to a bona fide buyer, subject to clear price, notice, consideration and liability protections.
• Lock-up and reserved matters – lock-ups may restrict transfers for a period or to competitors; reserved matters may require an agreed majority or unanimity for new shares, acquisitions, borrowing, business changes, related-party transactions and distributions.
• Governance and deadlock – agreements may cover board appointments, quorum, vetoes, information, funding, dividends and a staged negotiation, mediation, arbitration or buy-sell process.
• The agreement binds its parties; the company should join it or relevant provisions should be mirrored in the constitution if they must bind the company or affect third parties. Mandatory CA 2001, securities, competition, insolvency and regulatory rules prevail.
• Dispute resolution – disputes may be referred to negotiation, mediation or arbitration, but court relief remains necessary for injunctions, rectification, oppression, derivative proceedings, winding-up or orders affecting non-parties.

Statutory Remedies

The remedies described in 3.1 Shareholder Rights remain available alongside contractual enforcement where applicable.

For LP or LLP disputes, start with the partnership agreement’s management, transfer, valuation, exit and forum clauses; statutory beneficial-ownership, registration, insolvency, tax and regulatory duties remain.

Legislation

The main legal framework for M&A comprises the CA 2001, SA and Competition Act 2007 (the “CA 2007”), together with their implementing rules.

• CA 2001 – governs acquisitions, amalgamations, arrangements and reconstructions, including court-sanctioned schemes.
• SA – applies to listed company transactions; regulates securities offerings, disclosure and takeovers.
• Securities (Takeover) Rules 2010 – set out takeover requirements for listed companies, including mandatory offers and disclosure.
• CA 2007 – governs merger control where an acquisition may substantially lessen competition.
• SEM Rules – listed companies must comply with applicable listing and disclosure requirements.
• Sector-specific requirements – additional approvals may be required for regulated sectors, particularly financial services.

Requirements depend on the transaction type, whether the target is listed or private, the sector and any competition or regulatory issues.

Structuring Considerations

The structure of an M&A transaction depends on commercial objectives, the nature of the target and applicable regulatory requirements.

• Share acquisitions – commonly used for private M&A where the buyer wishes to acquire the business as a whole.
• Asset acquisitions – allow the buyer to select assets and liabilities; individual assets, contracts and licences may require separate transfers.
• Amalgamations – the CA 2001 provides for statutory amalgamations where combining companies is preferable to conventional acquisition.
• Listed-company takeovers – subject to Takeover Rules and SEM requirements, with emphasis on disclosure and shareholder treatment.
• Regulatory considerations – competition issues, change-of-control provisions, regulatory approvals, financing and tax implications should be identified early.

Negotiated share purchases are generally preferred for straightforward private acquisitions; more complex transactions may combine acquisition and restructuring mechanisms.

M&A Structures

The most common structures are share acquisitions and asset acquisitions, particularly for private transactions.

• Share purchase – the buyer acquires shares from existing shareholders and takes control of the target.
• Asset purchase – the buyer acquires selected assets or a business from the target.
• Amalgamation – two or more companies combine under the CA 2001, with one surviving or a new company established.
• Takeover offer – used for listed company acquisitions, subject to applicable takeover rules.
• Hybrid structures – complex transactions may combine share acquisition with subsequent amalgamation or restructuring.

Negotiated share purchases remain the most straightforward and common structure for private M&A.

Framework

The capital markets framework is governed by the SA and regulations issued by the FSC.

The FSC is the principal regulator of the non-bank securities market, responsible for licensing and supervising securities exchanges, market intermediaries and reporting issuers.

The SEM operates the securities market and handles admission to listing and monitoring compliance with the Listing Rules.

The BOM regulates banks and banking-related activities separately from the FSC’s securities market role.

Public Offerings

A public offer of securities generally requires a prospectus prepared and registered with the FSC under the SA.

The prospectus must provide sufficient information for investors to assess the issuer and securities, covering business, financial position, management, material risks, use of proceeds and securities rights.

The SA requires material information to be disclosed in a manner that is full, true and plain.

Follow-on public offerings are subject to the same prospectus framework, although requirements depend on the issue nature and available exemptions.

A prospectus is generally valid for six months from registration. Material changes may require amendment or supplement.

Where securities are also being listed on the SEM, the issuer must satisfy SEM admission requirements in addition to FSC requirements.

There is no single statutory timetable for an IPO; timing depends on transaction complexity, issuer readiness and regulatory review.

The process generally involves prospectus preparation, regulatory review, addressing comments, obtaining approvals, publication and completion of subscription and listing.

Listing and Securities Regulation

The SA and Listing Rules operate together. An issuer seeking a listing must satisfy SEM admission criteria in addition to applicable prospectus requirements.

For the Official Market, the SEM generally requires, among other things:

• an appropriate trading record, normally supported by financial statements covering the preceding three years;
• an expected market capitalisation of at least MUR20 million; and
• at least 25% of the shares in public hands, with a minimum of 200 shareholders, subject to permitted exceptions.

Once listed, the issuer remains subject to SEM continuing obligations including periodic financial reporting and prompt disclosure of material or price-sensitive information.

In practice, FSC and SEM requirements should be considered together from the outset. The FSC focuses on statutory securities compliance; the SEM focuses on admission and market compliance.

Prospectus Exemptions and Preferential Offers

The SA provides exemptions from the prospectus requirement in certain circumstances. These include:

• private placements;
• offers made exclusively to sophisticated investors or to related corporations;
• certain employee share schemes; and
• certain dividend reinvestment and similar arrangements.

A private placement involves securities offered to investors for their own account without publicity, subject to a minimum subscription of MUR1 million per investor.

Mauritius uses the concept of a sophisticated investor, including specified institutional and professional investors such as banks, insurers, investment dealers, CIS managers and FSC-designated persons.

A prospectus exemption does not remove the offer from the securities regulatory framework. Certain exempt offers may be subject to the Securities (Preferential Offer) Rules.

The preferential-offer framework applies where an issuer makes an offer to 25 or more investors in Mauritius or where the issuer is a reporting issuer.

Requirements for exempt offerings depend on the exemption type, number and nature of investors and whether the issuer is a reporting issuer.

Resale Restrictions

Mauritius does not impose a single statutory lock-up period for securities issued under a prospectus exemption.

However, securities issued under an exemption are not automatically freely distributable; any subsequent resale must be assessed under the SA to determine whether it constitutes a public offer or falls within another exemption.

The SA and FSC Rules provide conditions for subsequent offers of securities originally acquired through private placements, which may include a prescribed minimum holding period.

Where securities are listed, the Listing Rules may impose additional requirements concerning transfers and public distribution.

Offer documentation should identify any restrictions on the securities and circumstances for subsequent transfer.

Failure to comply with exemption conditions may expose the issuer and other persons to regulatory sanctions, statutory penalties and criminal liability. The FSC may take enforcement action, while the SEM may take action affecting the listing or trading of securities.

Continuing disclosure requirements include the following.

• Listed companies must comply with SA and Listing Rules continuing obligations.
• A reporting issuer must disclose without delay any material change likely to significantly affect the value or market price of its securities.
• Listing Rules require timely disclosure of price-sensitive information to ensure equal investor access.
• Listed companies must also make periodic financial disclosures, including annual and interim reports, within prescribed timeframes.
• Continuing disclosure obligations also cover matters such as:
1. changes in the company’s capital structure;
2. issues or redemptions of securities;
3. changes in the rights attached to listed securities;
4. changes to the board or senior executive positions;
5. material changes to the company’s constitution; and
6. significant acquisitions or transactions which may affect the company or its group.
• The test is whether information might reasonably be expected to materially affect market activity or the price of securities.

Disclosure of material events is as follows.

• Material events are disclosed through market announcements made available to the SEM and investing public.
• A reporting issuer must issue an immediate press release in plain language where a material change may significantly affect securities’ value.
• Where securities are listed, a copy of the announcement must also be filed with the SEM.
• Listed companies often issue cautionary announcements for price-sensitive matters still under discussion.
• Confidentiality must be maintained before announcement; selective disclosure to shareholders or analysts is prohibited.
• A clarifying announcement may be required if confidential information leaks or inaccurate reports risk a false market.
• The key principle is timely, equal and clear disclosure of material price-sensitive information.

Market Abuse and Insider Trading Laws

The main framework dealing with market abuse and insider trading is contained in the SA and FSC regulations.

The legislation prohibits persons possessing inside information from dealing in securities, encouraging another to deal, or disclosing the information, except in the proper course of duties.

• Inside information is specific, not publicly available and likely to have a material effect on the price of securities if made public.
• The rules apply to anyone possessing inside information, including directors, employees, professional advisers and others who obtain it through their work or relationship with an issuer.
• The market-abuse framework also addresses market manipulation and dissemination of false or misleading information.
• Listed companies and their directors should have appropriate internal controls including dealing restrictions during sensitive periods, insider lists, confidentiality arrangements and conflict management procedures.

Enforcement Powers

The FSC:

• is the principal regulator responsible for supervising the securities market and enforcing the SA;
• may require information and documents, conduct inspections and investigations, and require explanations or assistance;
• may refer matters for criminal prosecution where conduct amounts to an offence; and
• works with other authorities where suspected market abuse may constitute a criminal offence.

Where the FSC identifies potential breaches, it can take regulatory and enforcement action including directions, sanctions and action concerning licences.

The legislation provides significant penalties for insider dealing and market-abuse offences, including regulatory sanctions, criminal liability, fines and imprisonment.

Publicly traded companies should have procedures for identifying inside information, controlling access, monitoring dealings and escalating suspected breaches.

Substantial shareholding rules are in CA 2001, with additional requirements under SA and SEM rules for reporting issuers or listed companies.

Public companies and their subsidiaries or holding companies must maintain a register of substantial shareholders under CA 2001. A substantial shareholder holds 5% or more of voting power, including interests held directly or through nominees.

Listed or reporting issuers have additional disclosure obligations for significant ownership changes. Listing rules may impose further notification requirements when voting interest crosses specified thresholds.

Applicable Thresholds

The key threshold under the CA 2001 is 5% of aggregate voting power. These provisions apply to public companies and their subsidiaries or holding companies, not private companies.

The SA imposes a separate regime for reporting issuers, generally including listed companies.

Listing rules may introduce additional thresholds and notification requirements.

Companies and significant shareholders should monitor changes in voting interests, particularly near thresholds.

Non-Compliance

Failure to disclose may result in statutory penalties or regulatory action.

Breaches of SA disclosure requirements may constitute an offence with statutory penalties.

Listed companies may face FSC or SEM action for non-compliance.

Unexplained failures to disclose may attract regulatory scrutiny and raise governance concerns.

Companies with significant or changing shareholder bases should have procedures to identify reportable changes and file within applicable time limits.

Compliance and Internal Controls

Mauritius has no single law requiring every company to maintain a formal compliance programme. Requirements arise from the CA 2001, NCCG and sector-specific regulation.

Companies should maintain internal controls and risk-management systems covering:

• compliance with applicable laws and regulations;
• financial and operational controls;
• prevention and detection of fraud and misconduct;
• segregation of duties and appropriate authorisation procedures;
• protection of company assets and information; and
• accurate and reliable financial and regulatory reporting.

NCCG places board responsibility for overseeing risk management and internal controls.

AML/CFT-regulated businesses have additional requirements: risk assessments, customer due diligence, beneficial ownership identification, suspicious transaction reporting, record keeping and employee training. Such businesses must maintain Compliance Officer and MLRO arrangements for managing AML/CFT risks and reporting to the FIU.

Whistle-Blowing and Reporting

No general statutory requirement exists for all companies to establish an internal whistle-blowing mechanism.

NCCG encourages mechanisms for employees and stakeholders to raise concerns regarding misconduct or irregularities.

Certain sectors are subject to mandatory reporting obligations:

• AML/CFT reporting persons must report suspicious transactions to the FIU where statutory conditions are satisfied;
• regulated entities may have additional reporting obligations from their regulator; and
• regulatory breaches may trigger reporting, investigation and enforcement consequences.

Section 45A FSA provides a statutory whistle-blowing mechanism to the FSC.

Companies should implement internal whistle-blowing procedures proportionate to size and risk profile, including confidential reporting, retaliation protection, independent investigation and escalation.

Compliance Risk Governance

Companies should develop their governance framework by reference to CA 2001, NCCG and any sector-specific requirements.

An appropriate compliance-risk framework should include:

• board-level responsibility for compliance and risk oversight;
• identification and periodic assessment of legal and regulatory risks;
• defined responsibilities for management and compliance personnel;
• documented compliance policies and procedures;
• appropriate internal controls and segregation of duties;
• periodic compliance monitoring and testing;
• internal audit or other independent assurance, where appropriate;
• employee training and awareness programmes;
• confidential whistle-blowing and escalation procedures; and
• processes for recording, investigating and remediating compliance breaches.

The board should receive regular reporting on material compliance risks, breaches and remedial measures.

Regulated sectors, particularly financial services, should supplement with specific governance, compliance and reporting requirements from the relevant regulator.

The framework should be proportionate to size, nature, complexity and risk profile.

Types of Security Interests

Mauritius does not have a single comprehensive secured-transactions regime. Security interests are governed principally by the Code Civil Mauricien (CCM) and Code de Commerce (CC).

The main forms of security interests are mortgages, fixed and floating charges, pledges and assignments by way of security. The type of security interests available depends on the underlying asset:

• shares by way of a pledge (civil or commercial) or charges;
• bank accounts by way of a pledge, charge (fixed or floating);
• receivables by way of a pledge, charge (fixed or floating) or assignment by way of security;
• ships and aircraft by way of mortgage or charge (fixed or floating);
• movable property generally by way of a pledge or charge (fixed or floating); and
• immovable property by way of mortgage or charge (fixed or floating). 

Fixed and floating charges may be granted only in favour of an Institutions Agréées. Fixed charges may only charge present property (as opposed to future or after-acquired property).

Perfection Requirements

Shares

Security over shares is documented through a written pledge agreement. Perfection requires delivery of share certificates, transfer-in-guarantee documentation, an undated blank share transfer form and inscription of the pledge in the issuer's registers. A secured creditor may register the pledge with the Registrar General to establish a date certaine.

Bank accounts

Security over a bank account is generally perfected by serving notice of the security interest on the account bank under the terms of the relevant security arrangement.

Mortgages and charges

Mortgages over immovable property and fixed and floating charges over assets must be filed with the Conservator of Mortgages and registered with the Registrar General within eight days of execution (three months for offshore companies) to be perfected against third parties.

Registration and filing fees are calculated by reference to the value of the secured transaction, subject to a statutory maximum of approximately MUR54,000.

Priority

Priority generally follows the first-in-time rule: the first security interest perfected on an asset will generally have priority on that asset.

• For mortgages and charges, perfection is by date of inscription and registration.
• For share pledges, perfection is by delivery of certificates and inscription in the issuer's register. For receivables and bank accounts, perfection is by notice to the account debtor or account bank.
• For assignments by way of security, priority follows the date of the relevant bordereau or equivalent perfection document.
• In insolvency proceedings, preferential (legal) creditors rank ahead of secured creditors to the extent provided by law, and secured creditors rank ahead of ordinary unsecured creditors. A secured creditor must obtain court leave to enforce security against an insolvent company.

Enforcement

Enforcement requires an event of default and varies by security type.

Mortgages

A mortgage is enforced through service of a commandement. If payment remains unpaid after the statutory period of ten days, the mortgaged property may be sold through judicial proceedings.

Pledges

A commercial pledge may generally be enforced by self-help without court proceedings, except for domestic company shares which require court supervision or an auctioneer.

Charges

A fixed charge is enforced through seizure and sale of the charged assets. A floating charge must crystallise into a fixed charge before enforcement.

Framework

The legal framework governing acquisition financing includes the CA 2001, Insolvency Act, Banking Act, FSA, CCM and CC.

The BOM regulates banks and deposit-taking institutions. The FSC regulates non-bank financial services.

Acquisition Financing

Senior secured lending is extended by local and international banks.

Bonds are commonly issued, including sustainability linked bonds and by Mauritian subsidiaries of international groups for African project funding.

Syndicated loans are preferred where borrowers seek greater flexibility in accessing funds.

Mezzanine facilities are also available for entities seeking flexibility.

Security Packages

A recommended security structure combines a floating charge and a pledge over the borrower’s assets located in Mauritius. The floating charge offers flexibility over any asset type, while the pledge enables direct collection of receivables and sale of offshore company shares. This combined structure provides greater certainty on enforcement.

Intercreditor Arrangements

Intercreditor agreements are common in multi-lender transactions and can follow LMA standards. Contractual subordination is the most common form.

Priority and intercreditor arrangements

Priority generally follows the first-in-time rule: the first creditor to perfect its security interest over an asset has priority for that asset, except as modified by an intercreditor agreement.

For registered charges, priority is determined by registration date and time.

The Insolvency Act establishes preferential regime for certain categories of creditors including employees (unpaid salaries) and the government. Registered security such as fixed and floating charges ranks below preferential claims but above unregistered security.

Duty of Confidentiality

Banks’ duty of confidentiality has been extended to align with stronger AML laws. Banks must now disclose information to the Financial Crimes Commission or if required by court order.

Contract Law Principles

A contract is formed by mutual consent of the parties to the terms of the contract.

Sale and other specific contracts may generally be concluded without specific formality unless the law provides otherwise.

Contract interpretation

Courts seek the parties’ true common intention rather than limiting themselves to literal wording. They read contracts as a whole, preferring interpretations that give clauses effect.

Where a term is ambiguous, courts select the meaning best fitting the contract’s subject matter and purpose, considering customary practices and implied terms.

Where ambiguity remains, interpretation generally favours the obligor. Broad wording is not given unlimited scope, and examples are treated as illustrative unless otherwise intended.

Contract enforceability

Under the privity-of-contract principle, a validly formed contract is enforceable only between the parties involved.

Formation Requirements

Substantive conditions

The formation of a commercial contract requires: 

• the consent of all parties involved; 
• the capacity to contract; 
• a certain and definite object; and 
• a lawful object and cause.

Formal conditions

Commercial agreements are not generally subject to specific formalities.

Contracts exceeding MUR5,000 must be in writing.

Insurance contracts, settlement agreements, floating charges and facility agreements must be evidenced in writing.

Main Grounds for Invalidity   

A contract may be declared invalid on the grounds of: 

• consent – must be freely given; may be annulled for mistake, misrepresentation or duress;
• capacity – contracts by minors, protected adults or legally prohibited persons are voidable;
• certainty – the subject matter must be sufficiently certain or determinable; and
• lawful cause – a contract lacking a cause, based on a false cause, or contrary to law, public order or good morals is void.

Enforcement of Contracts

Limitation and exclusions of liability

Parties may limit or exclude contractual liability, but not for gross negligence (faute lourde) or fraud (dol).

An exclusion clause cannot completely negate a party’s fundamental obligation, as doing so destroys the cause of the contract, rendering the abusive clause invalid.

Principle of good faith 

Parties must act in good faith, which is presumed; any party alleging bad faith must prove it. This principle includes prohibiting abusive clauses between parties with unequal bargaining power.

Breach of Contract Remedies

Suspension of performance

Suspension of performance allows a party to temporarily withhold their contractual obligations when the other party has failed to perform.

Damages

Damages are the primary remedy, compensating direct losses (lost profits, additional expenses) and indirect losses (consequential damages, loss of reputation).

Specific performance

Specific performance may be requested if performance is still possible, but requires a court order.

Rescission

Rescission restores parties to their pre-contract position and is available only for serious breach or nullity.

Termination

Termination ends the contract where it lies without restitution, and may occur via express clause, unilateral action or judicial decision.

Termination Grounds and Wrongful Termination

Grounds for termination

Where a contract provides for express grounds of termination, the contract may be terminated under such grounds.

Statutory grounds for termination are also available. A contract may be terminated:

• if the consent of one party is given under duress, by mistake or misrepresentation;
• by the incapacitated party where such a party did not have the capacity to enter into the contract;
• where the object of the contractual obligation cannot be ascertained by reference to its nature or quantity, or is prohibited from trade;
• where the contractual obligation is without cause, based on a false cause, or an unlawful cause (prohibited by law, against public order, or good morals);
• in case of a severe violation of a contractual obligation that substantially deprives the innocent party of what they were entitled to expect under the contract; or
• if an external event that is unforeseeable and irresistible renders performance permanently impossible, the contract is automatically terminated without liability for damages. If the impediment is only temporary, performance is merely suspended. 

Consequences of wrongful termination

In case of wrongful termination, the injured party may seek compensation for the losses suffered or may seek specific performance of the contract. These remedies require court intervention.

Force majeure, frustration and hardship

Force majeure

A force majeure event must be unforeseeable, unavoidable and beyond the control of the affected party. No damages may be claimed for non-compliance caused by force majeure.

Force majeure is a statutory defence and need not be expressly provided in a contract. However, the burden rests on the party relying on it to establish the requirements. In practice, contracts commonly include non-exhaustive lists of force majeure events.

Frustration

As it is not recognised in Mauritius, parties may provide for similar circumstances through force majeure or termination clauses. Where performance becomes impossible due to unforeseen circumstances, the contract may be terminated with compensation unless a force majeure defence applies.

Hardship

Mauritian law does not recognise a broad hardship doctrine allowing courts to rewrite contracts that become less profitable or more onerous. Parties should expressly include hardship provisions in their contracts.

Intellectual property (IP) rights are primarily governed by the Industrial Property Act, the Copyright Act and the CCM.   

The CCM provides that the transfer of incorporeal rights is effected by delivery of the relevant title documents or by the acquirer’s use of the right with the transferor’s consent.

Patents, Utility Models, Industrial Designs and Trade Marks

Patents may be assigned or transferred by succession, and any change in ownership must be entered in the relevant register before it becomes effective against third parties.

The same assignability and registration requirements apply to utility models, industrial designs and trade marks.   

Any licence agreement relating to an industrial property right (other than a geographical indication) must be submitted to the Director of the Industrial Property Office for recording and publication; until so recorded, a licence has no effect against third parties. 

Copyrights

Copyrights are governed by the Copyright Act, which permits the assignment and licensing of economic rights and requires assignments to be in writing to be valid. Moral rights remain inalienable.

Trade Secrets

Trade secrets are protected through confidentiality and non-disclosure agreements. The Protection Against Unfair Practices (Industrial Property Rights) Act offers remedies against misappropriation. Enforcement includes injunctive relief, damages and criminal sanctions.

IP Ownership in Commercial Relationships

Employee-created IP

The general rule is that the inventor is the first owner of the right to a patent. However, where IP is created in the course of employment, the employer is entitled to ownership rights unless otherwise provided in the employment contract. The employee-inventor may be entitled to compensation in specific circumstances.

For copyrights, the opposite principle applies: the employer is entitled to the economic rights only if so provided in the contract, and moral rights are always retained by the creator.

Joint development

Where an invention is made jointly by two or more persons, the right to the patent belongs to them jointly. Where two or more persons have made the same invention independently of each other, the person whose application has the earliest filing date is entitled to the patent.

Commissioned works

Where an invention, layout-design or industrial design is created under a commission contract whose essential purpose is creating the relevant IP, ownership vests in the commissioning party unless provided otherwise in the commissioning agreement. For copyrights, ownership typically remains with the author unless expressly assigned in writing.

AI-generated content

The legal framework does not expressly address the ownership of IP generated by artificial intelligence.

IP infringement remedies

The holder of an industrial property right may apply to the Supreme Court against any person who has infringed, or is likely to infringe, that right.

Civil remedies include injunctive relief, damages, account of profits and delivery up of infringing goods.

In addition to civil remedies, criminal sanctions apply to knowing infringement, with penalties of up to MUR250,000 and five years’ imprisonment. The Director of the Industrial Property Office has broad investigative powers, including the ability to apply for search and seizure orders and to refer matters to the Director of Public Prosecutions. Claims must be brought within five years of the claimant becoming aware of the infringing act. 

Legislation

The principal consumer protection laws are:

• Fair Trading Act (FTA);
• Trader’s Warranty Regulations;
• CA 2007;
• CC; and
• CCM.

Interaction with Commercial Agreements

Unfair practices and disclosure requirements

There is no law expressly regulating unfair contractual terms, but any valid obligation must have a lawful cause and object.

The FTA prohibits any person from, for trade or promotional purposes, misleading or confusing consumers; withholding information about consumer rights; exercising undue pressure to enter transactions; or causing consumers to enter into transactions adverse to their interests (Section 4).

Warranties and fitness for purpose

Under the Trader’s Warranty Regulations, every trader selling goods to a consumer gives an implied warranty of fitness for purpose. This does not apply where the trader informed the consumer of a defect, the defect was visible or the consumer was already aware.

Under the CCM, the seller guarantees goods are free from hidden defects (vices cachés). The buyer may rescind the sale, seek a price reduction or claim damages.

Cooling-off periods

There are no statutory cooling-off periods; parties may include such provisions contractually.

Limitation of liability

Parties cannot derogate from the FTA or Trader’s Warranty Regulations 1981 in consumer contracts. Liability caps in commercial contracts are subject to court revision.

Key Enforcement Mechanisms

Regulatory enforcement

Regulators may investigate complaints, conduct inspections, issue directions or prohibition notices, impose penalties and initiate court proceedings.

Under the CCM, a buyer may rescind the sale, seek a price reduction or claim damages, including a direct claim against the manufacturer.

Courts apply the general requirement that contractual obligations must have a lawful cause and object; commercial liability caps are subject to court revision.

Unfair Business Practices

The FTA prohibits conduct that misleads or confuses consumers, withholds information about consumer rights, exercises undue pressure to enter transactions or causes consumers to enter into transactions adverse to their interests.

The CA 2007 prohibits business practices that prevent, restrict or distort competition, including cartels, resale price maintenance, abuse of monopoly power and anti-competitive mergers.

Misleading Advertising

Under Section 4 of the FTA, it is prohibited to mislead or confuse consumers for trade or promotional purposes. The implied warranty under the Trader’s Warranty Regulations 1981 takes into account the trade description and advertisement of goods when assessing fitness for purpose.

E-Commerce Consumer Protection

There is no specific e-commerce framework; the same general rules apply. The Data Protection Act (DPA) requires businesses to protect customers’ personal data through adequate security measures.

Merger control is governed by the CA 2007 and administered by the Competition Commission; COMESA jurisdiction may also apply to cross-border transactions.

Merger Control

• Notification – filing is voluntary and non-suspensory, with no fee; any party may notify, commonly before signing or closing, for guidance.
• Thresholds – 30% combined market share (horizontal) or 30% share by any party (non-horizontal) may trigger review where competition may be substantially lessened; controlling minority acquisitions and linked transactions included.
• Substantive test – whether competition would be substantially lessened, considering market structure, entry, buyer power, closeness and efficiencies.
• Procedure and timing – notification identifies parties, control change, affected markets, shares and key documents. Pre-notification advisable; preliminary review ~30 working days; non-problematic cases eight-to-ten weeks total.

Failure to Notify

Because filing is voluntary, non-notification is not generally a standalone gun-jumping offence. Commission may investigate, require notification and impose post-closing remedies.

Anti-Competitive Conduct and Remedies

Remedies include dissolution, divestment, conditions or undertakings; price-fixing, bid-rigging, market-sharing and RPM may attract fines and sanctions.

The principal regimes governing foreign investment are the NC(PR)A, CA 2001, FSA, Economic Development Board Act and sectoral laws.

Laws, Regulations and Transactions

Mauritius is generally open to foreign investment with no universal minimum threshold. Sectoral licences, approvals or notifications may be required before implementation.

In respect of immovable property, non-citizens generally need PMO approval under the NC(PR)A to acquire immovable property or shares in companies holding such property. Exemptions cover listed securities and approved property schemes.

Restrictions

Restrictions or approvals may apply to broadcasting, sugar, tourism, construction, financial services and insurance, enforced through licensing and ownership limits.

In broadcasting, foreign ownership is capped at 49.9% of shares or directors; cross-media restrictions apply where 20%+ shares are held by newspaper/magazine owners.

In construction, the Construction Industry Authority Act requires registration; foreign consultants/contractors must collaborate with local parties and subcontract 25%+ of renewable energy projects (2MW+) to local contractors. Non-compliance carries fines up to MUR1 million and imprisonment up to five years.

In financial services, FSC licences are required for CIS managers/administrators, investment advisers/dealers, asset managers, reinsurance, aircraft leasing/financing, Payment Intermediary Services, Robotic and AI Enabled Advisory Services, VASPs, Global Treasury Activities, Global Headquarters Administration and Global Shared Services. GBCs require an FSC GBL with substance requirements; ACs require FSC authorisation; controller changes need approval.

National security review process

There is no standalone CFIUS-style review; sensitive investments may be examined through property, sectoral, fit-and-proper, competition and licence controls.

Investment incentives

Tax holidays

• Non-citizen investors (USD25 million+) – five years.
• EDB Investment Certificate – eight years.
• Freeport operators (MUR50 million+) – eight years.
• Global Headquarters Administration – eight years.
• Global Treasury/Legal Advisory – five years.
• Family Office – ten years.
• Captive insurance –ten years.
• Mauritian Diaspora Scheme – ten years.
• 80% partial exemption:
1. foreign PE profits; CIS/CEF and fund managers;
2. ship/aircraft/locomotive leasing;
3. reinsurance;
4. aircraft sales/financing;
5. fibre leasing;
6. P2P lending interest;
7. Robotic/AI Advisory;
8. Payment Intermediary Services; and
9. VASPs.
• Exempt gains – sale of units, securities, gold, silver or platinum (held six+ months).
• EDB certificates and approved schemes may provide permits, freeport benefits, grants or tax concessions. Schemes may impose investment, employment or reporting requirements.

Recent developments

GBL holders and ACs are exempt from domestic debenture rules for debentures issued exclusively to non-residents outside Mauritius.

There is a new dedicated licence category for private wealth management.

Trust asset particulars are no longer recorded in the register.

A new statutory body, the National Fintech Governance Committee, co-ordinates fintech strategies.

Turnover threshold for LP/LLP audit exemption increased from MUR50 million to MUR100 million.

Framework

The DPA, effective since January 2018, is the principal statute governing privacy and data protection inspired by the GDPR and Convention 108.

Under the DPA, a controller determines processing purposes and means; a processor processes data on behalf of the controller; and data subjects are identified or identifiable individuals. The DPA provides for:

• the obligations upon data controllers and processors;
• a framework for transfer of personal data outside of Mauritius; and
• the rights of data subjects.

The Data Protection Office and the Data Protection Commissioner (Commissioner) are empowered to, inter alia:

• ensure compliance with the DPA;
• issue regulations;
• investigate complaints or suspected offences;
• maintain a register of controllers and processors; and
• undertake research and monitor data protection developments.

Consent and Collection of Personal Data

Consent must be freely given, specific, informed and unambiguous. Data subjects may withdraw consent at any time. Other lawful bases include inter alia:

• the performance of a contract;
• compliance with legal obligations;
• protection of vital interests of the data subject or another person; and
• legitimate interests of the controller or a third-party recipient.

Controllers may only collect personal data for a lawful purpose connected to their functions where collection is necessary. Controllers must inform data subjects of inter alia:

• the controller’s identity and contact details;
• the collection purpose; and
• the intended recipients of the data.

Use and Disclosure

Use and disclosure must remain compatible with the specified purpose and have a lawful basis. Unlawful disclosure incompatible with the collection purpose is an offence.

Controllers and processors must implement appropriate security measures to prevent unauthorised access, alteration, disclosure, accidental loss or destruction, including encryption, pseudonymisation, system resilience, timely restoration and regular security testing.

Once the retention purpose has lapsed, controllers must destroy data as soon as reasonably practicable and instruct processors to do the same.

Data subjects have rights to inter alia:

• access and obtain copies of their data;
• receive information about processing and transfers;
• request correction, erasure or restriction of processing; or
• object to processing.

Data Breach

The DPA requires data breach notifications to:

• the Commissioner; and
• affected individuals, where the breach is likely to create a high risk to their rights and freedoms.

The Commissioner must be notified without undue delay and, where feasible, within 72 hours. Controllers must provide reasons for delay. Processors must inform controllers without undue delay.

Breach notifications to the Commissioner must include:

• nature of breach, including categories and approximate number of affected records;
• contact details of data protection officer or relevant contact point; and
• recommended measures to address the breach and mitigate adverse effects.

Individual notifications are not required where:

• no high risk to individuals’ rights and freedoms;
• effective measures render affected data unintelligible to unauthorised persons;
• the controller has taken measures such that the high risk is unlikely to materialise; or
• notification would involve disproportionate effort and a public communication has informed individuals equally effectively.

Cross-Border Transfers and Localisation

The DPA does not require data localisation in Mauritius but permits international transfers subject to safeguards, including:

• proof of appropriate safeguards provided to the Commissioner;
• explicit consent after informing the data subject of potential risks;
• transfer from a publicly accessible register; or
• necessity for inter alia:
1. contract performance with the data subject;
2. a contract in the data subject’s interest with a third party;
3. the establishment, exercise or defence of a legal claim; or
4. protection of vital interests (where the data subject cannot consent).

For businesses, cloud hosting, regional HR systems, offshore companies and multinational structures require documented transfer bases. In practice, businesses need robust data protection clauses, updated processing records, audits, risk assessments and adherence to Commissioner directives.

Anti-Money Laundering and Counter-Terrorist Financing (AML/CFT)

FIAMLA applies to reporting persons including financial institutions and designated non-financial businesses. They must conduct risk assessments, customer and beneficial ownership due diligence, appoint compliance personnel, maintain records for seven+ years, provide training and report suspicious transactions to the FIU.

Sanctions, Trade Restrictions and Export Controls

Mauritius does not maintain a standalone export controls regime equivalent to those found in certain other jurisdictions; rather, trade restrictions are implemented through customs regulations, sector-specific permit requirements, and the arms embargo provisions of the United Nations (Financial Prohibitions, Arms Embargo and Travel Ban) Sanctions Act (UNSA), as well as through obligations arising from UN Security Council resolutions and other international commitments. The UNSA requires all individuals and businesses operating in Mauritius to comply with UN sanctions measures. Businesses must screen customers, beneficial owners and transaction parties against applicable sanctions lists, and immediately report assets linked to designated persons to the National Sanctions Secretariat. Failure to comply including facilitating transactions involving sanctioned entities may result in fines of up to MUR5 million or twice the value of the assets involved, whichever higher, as well as imprisonment for a minimum of three years.

Anti-Corruption, Anti-Bribery and Enforcement Laws

Anti-corruption compliance is governed by the Financial Crimes Commission Act which prohibits corruption, bribery and conflicts of interest in public and private sectors. Businesses typically implement compliance measures such as gift policies, third-party due diligence and whistle-blowing mechanisms.

The BOM and FSC oversee regulatory compliance through inspections, directives, fines and licence revocations. The FIU may suspend suspicious transactions for up to 72 hours, while the Financial Crimes Commission has power to freeze assets, compel evidence and prosecute financial crimes with penalties of up to MUR10 million and five years’ imprisonment for serious AML/CFT breaches.

Key laws are the EPA, CCA, Waste Management and Resource Recovery Act and OSHA, supplemented by sectoral rules.

Regulatory Requirements

Prescribed undertakings under the EPA require an EIA licence before relevant works or operations; diligence should verify EIA, planning and discharge approvals, waste arrangements and compliance history.

Polluter-pays and remedial powers mean historic contamination can affect value; material risk is addressed through diligence, warranties, indemnities, escrow or conditions.

Mauritius has no economy-wide carbon-pricing scheme, but permit limits, contractual obligations and environmental-liability claims remain possible.

Climate Litigation and Environmental Liability

The CCA covers adaptation and mitigation. There has been limited climate-related litigation to date, but prosecutions may arise from statutory breaches or permit violations.

Companies may be liable for ecocide-unlawful acts causing severe, widespread or long-term environmental damage. Directors and senior officers may face personal liability. Penalties include fines, restoration orders and imprisonment for up to ten years. Companies with turnover exceeding MUR50 million are subject to a 2% Corporate Climate Responsibility levy on their chargeable income every year.

The BOM requires financial institutions to report climate-related financial risks half-yearly. The FSC’s 2018 ESG Guidance Note provides voluntary guidelines; no mandatory ESG legislation is yet in place.

Health and Safety Obligations

The OSHA requires safe workplaces, risk assessment, safe systems and equipment, training and accident reporting; enforcement may include notices, fines and prosecution.

The WRA governs work agreements, pay, hours, leave, discrimination, workplace violence, records and termination, creating potential successor liabilities.

Mauritius has a unitary national system; local authorities and sector regulators may impose building, public-health, environmental or operational requirements.

Licensing and Permitting Requirements

• Industry-specific licences – businesses are required to register and obtain a Business Registration Number (BRN), while additional permits, such as trade permits, Building and Land Use Permits, environmental licences and health-related permits, may be required before operations can start. Financial services businesses must obtain licences from the FSC, while sectors such as banking, healthcare, pharmaceuticals, tourism, construction and energy are regulated through specialised approval regimes.
• Transaction diligence – pre-signing verification of permits, notices, employee liabilities and licence conditions is customary.

Mauritius has no consolidated AI statute; relevant duties arise under data-protection, cyber, financial-services, intellectual-property, consumer and employment law.

Framework

The DPA regulates automated processing, requiring lawful, fair and transparent processing, purpose limitation, security, records and impact assessments where appropriate.

AI-enabled advisory services may require FSC licensing; financial institutions must also address outsourcing, resilience, conduct, investor protection and AML/CFT.

From 1 September 2026, the National Fintech Governance Committee co-ordinates fintech policy but does not replace product-specific licensing.

The ICT Act, Cybersecurity and Cybercrime Act and Virtual Asset and Initial Token Offering Services Act add cyber and digital-asset controls. From 13 August 2026, unlicensed providers and unregistered issuers may not solicit or target Mauritian investors, including through online or AI-assisted marketing.

Transparency, Bias and Accountability Obligations

Individuals must be informed about profiling and automated decisions and may not generally be subject solely to decisions with significant effects; fairness rules address discriminatory risk.

High-risk processing may require prior consultation; breaches must be notified within 72 hours where feasible; cross-border transfers need permitted safeguards.

Boards should inventory AI uses, assign accountability, protect data, test for bias and manage vendor risk.

In addition to sector-specific regimes, businesses must comply with general regulatory requirements covering foreign exchange, tax, property, registration, corporate compliance, sanctions and data protection.

Other Compliance Regimes

Mauritius generally has no exchange controls; repatriation remains subject to tax, AML/CFT, sanctions, reporting and bank verification.

The Income Tax Act applies 15% corporate tax, subject to exemptions. Companies must meet income-tax, withholding, transfer-pricing, record-keeping and VAT obligations including the Fair Share Contribution.

The Registration Duty Act and Land (Duties and Taxes) Act impose duties or taxes on relevant property, leasehold and share transfers; non-citizen transactions may require declarations or property approvals.

Persons carrying on business must register and hold a Business Registration Card; trade fees and business details must remain current.

The UNSA implements targeted asset freezes, financial prohibitions, arms embargoes and travel bans; businesses must screen and freeze or report as required.

The DPA covers registration, lawful processing, security, records, impact assessments, data-subject rights, breach notification and cross-border safeguards.

Legislation

The principal labour laws are the WRA (contracts, wages, leave, terminations, redundancy) and Employment Relations Act (collective relations, trade unions, collective bargaining, dispute resolution). Additional legislation includes the OSHA and Non-Citizens (Employment Restriction) Act.

Termination of Employment

Notice requirements

Termination requires 30 days’ notice (or payment in lieu) with valid reasons.

Justified dismissal

For misconduct dismissals, employers must notify the employee within ten days of becoming aware of the alleged misconduct, provide at least seven days’ notice before a disciplinary hearing, and effect termination within seven days after the hearing. For poor performance, employers must provide at least seven days’ notice to answer charges in an oral hearing.

Wrongful dismissal

Dismissals are unlawful if based on race, colour, caste, national extraction, social origin, age, pregnancy, maternity or paternity leave, religion, political opinion, sex, sexual orientation, gender, HIV status, impairment, marital status, family responsibilities, temporary sickness absence, trade union membership or activities, filing complaints against an employer, or exercising rights under the WRA.

Constructive dismissal

Employees can claim constructive dismissal if forced to resign due to substantial unilateral change in employment conditions, ill-treatment, non-payment of wages, failure to provide work, or resignation obtained by fraud or duress.

Severance allowance

Where termination is unjustified, employees with at least 12 months’ continuous employment are entitled to severance of three months’ remuneration per 12 months of service. Employees may alternatively claim reinstatement through the Employment Relations Tribunal within 15 days.

Redundancy procedures

For employers with 15+ workers and MUR25 million+ annual turnover, workforce reductions require negotiations with employees and notification to the Redundancy Board.

Executive Compensation

Executive compensation is primarily contractual. Companies may follow the NCCG and CA 2001. Key considerations include fair, transparent and market-competitive remuneration aligned with performance. Equity incentives may be implemented through employee share schemes under Section 144 of the CA 2001, with provisions addressing vesting conditions, exercise timing and treatment of unvested awards upon departure. Share options typically trigger tax at exercise. Change-of-control arrangements should specify treatment of outstanding awards. Employment-related remuneration and benefits in kind are taxable under the Income Tax Act.

Enforcement

There is no statutory maximum for restrictive covenants. Enforceability is assessed case-by-case applying proportionality and reasonableness. Courts have enforced up to two years against employees. A restrictive covenant must be limited in time and geographical scope, must not prevent earning a living, and must protect legitimate business interests. Confidentiality covenants are enforceable where information is confidential, communicated in circumstances importing confidentiality, and unauthorisedly disclosed to the employer’s detriment.

Mauritian property law recognises three principal forms of land ownership. 

Full ownership

Full ownership confers complete rights – use, enjoyment of fruits/income and disposal/sale/mortgage.

Dismembered ownership

Dismembered ownership arises when these attributes are divided. The most common form is usufruct, where the usufructuary holds use and enjoyment rights while the bare owner (nu-propriétaire) retains disposal rights.

Shared ownership

Shared ownership takes two forms – indivision (co-ownership of undivided shares of a property) and copropriété (condominium ownership of distinct private lots with shared common areas managed by a syndic).

Foreign Ownership Requirements

Licensing or registration requirements

Subject to exceptions, non-citizens (including foreign individuals, foreign-controlled companies, certain trusts and foundations) generally require prior approval from the Prime Minister’s Office and, in specified cases, the EDB to acquire Mauritian immovable property. Foreign investors may acquire freehold or leasehold property for approved business purposes, G+2 apartments, or under approved schemes (Property Development Scheme, Smart City Scheme) with EDB approval.

Non-citizens are subject to a minimum 5% registration duty on property value, unless specific higher rates or exemptions apply.

Restrictions

Non-citizens with residence status may, with Prime Minister’s approval, acquire one residential property (minimum USD500,000) outside EDB schemes, provided the purchaser is not merely a dependent of another permit holder.

Large parcels, state land and specific residential developments remain subject to additional restrictions.

Prohibitions of certain property type

Foreign individuals and foreign-controlled entities face important restrictions on real property acquisition.

Non-citizens may acquire certain property with requisite approvals but are prohibited from acquiring property outside approved development schemes, property on state land (including Pas Géométriques), bare or serviced land exceeding 0.5276 hectare, or standalone residential property on land exceeding that threshold.

These restrictions extend to shares in property-holding companies and beneficial interests held through trusts, foundations or other structures.

Framework

The commercial real estate key legal framework include the following:

• CCM;
• Land (Duties and Taxes) Act;
• Registration Duty Act;
• NC(PR)A;
• Transcriptions and Mortgage Act; and
• Landlords and Tenant Act.

Land Registration Systems

Land registration is handled electronically through the Registrar-General’s Department via the Mauritius eRegistry System.

Acquisitions and Dispositions of Commercial Real Property

AML/CFT due diligence must be performed at different stages by the real estate agent, notary and bank.

Title insurance is not customary; title risks are addressed through notarial verification and registry searches.

All transfers of immovable property must be executed before a Notary Public, who prepares and authenticates the deed of sale. The deed of sale is then submitted by the notary to the RGD for registration. The buyer pays 5% registration duty on the transaction value. The seller pays 5% land transfer tax on the same value.

Environmental liability is governed by the Environment Act, imposing obligations relating to pollution, waste management, permits and remediation. Certain developments require environmental approvals.

Commercial Mortgage Financing

Mortgages are created by notarial deed and perfected through registration with the Conservator of Mortgages.

Mortgages acquire priority through inscription with the Conservator of Mortgages, ranking by registration order subject to statutory preferential claims.

Enforcement involves court orders and judicial sale, with proceeds applied per mortgage ranking and prior claims.

Creditors may also pursue attachment and enforcement proceedings to preserve and realise assets.

Commercial Leases

A written lease terminates automatically upon expiry. If the tenant remains with landlord acquiescence, tacit renewal creates a new lease. Once termination notice is served, tacit renewal cannot be claimed. The Landlord and Tenant Act may impose additional protections.

A tenant may sublet or assign unless expressly prohibited in the lease. This prohibition may be total or partial.

Parties may provide specific remedies for default. Upon termination by tenant’s fault, the tenant remains liable for rent during re-letting plus damages. Courts may grant grace periods for rent defaults.

The Real Estate Agent Authority introduced a regulatory framework for real estate agents, land promoters and property developers, strengthening transparency and AML/CFT compliance.