Corporate Governance Code

The National Code of Corporate Governance for Mauritius (2016) (Code) has been officially launched on 13 February 2017. The Code comprises of a set of principles and guidance aimed at improving and guiding the governance practices of organisations within Mauritius. It forms part of a larger body of existing laws, rules, regulations, principles and best practices.

Find out more here

Current number of listed companies

The Stock Exchange of Mauritius (SEM) operates in two markets: the Official Market caters for larger companies; and the Development & Enterprise Market (DEM) caters for small and medium enterprises. There are approximately 58 companies listed on the Official Market and 42 companies listed on the DEM.

There are 60+ foreign securities (listed, traded and settled in USD/EURO/GBP/ZAR)

There are 16 companies that are listed as constituents of the SEM Sustainability Index (SEMSI).

View a list of the listed companies on the Official Market here 

View a list of the listed companies on the DEM here

Exchange

The Stock Exchange of Mauritius (SEM) is the leading stock market in Mauritius.

Listing rules

The listing rules on the Official Market can be downloaded here

The listing rules on the DEM can be downloaded here

Principal Legislation

Securities Act 2005

The Securities Act can be downloaded here

Public Offers/Disclosure Regulations

The Financial Services Act 2007 and the Securities Act 2005.

Regulatory body or bodies

The Financial Services Commission (FSC)

Takeover/Merger Regulations

The Financial Services Act 2007, the Securities Act 2005, the Competition Act 2007 and the Companies Act 2001.

Mauritius is also a member state of COMESA and therefore subject to the COMESA Competition Regulations. 

Impact of Regulatory Regime on Business

The Competition Act 2007 of Mauritius regulates competition law in Mauritius and is aimed at preventing monopolistic pricing and restricting collusion in consumer markets.

For the purposes of the Competition Act 2007, a merger situation is defined as one which brings together under common ownership and control of 2 or more enterprises of which one at least carries its activities, in Mauritius, or through a company incorporated in Mauritius.

A merger situation shall be subject to review by the Competition Commission in Mauritius where:

a)    all the parties to the merger, supply or acquire goods or services of any description, and will following the merger, together supply or acquire 30% or more of all those goods or services in the market; or

b)    one of the parties to the merger alone supplies or acquires, prior to the merger, 30% or more of goods or services of any description in the market; or

c)    the Competition Commission in Mauritius has reasonable grounds to believe that the creation of the merger situation has resulted in, or is likely to result in, a substantial lessening of competition within any market for goods or services.

Where the merger falls within the above categories, parties may apply to the Competition Commission in Mauritius for guidance.

Legislation

The relevant competition legislation is the Competition Act 2007, which is enforced by the Competition Commission in Mauritius

Scope

Business practices that are considered to be restrictive as per the Competition Act 2007 are:

1. collusive agreements;
2. merger situations;
3. monopoly situations; and
4. other restrictive business agreements.

There are no filing fees to submit a merger for review.

Corruption Perception Index score for 2022

50/100

Corruption Perception Index rank worldwide for 2022

57/180

Signatories to United Nations Convention against Corruption (UNAC)?

Mauritius has ratified and accessioned the Convention on 25 October 2006

Signatories to the African Union Convention on Preventing and Combating Corruption?

Mauritius signed the Convention on the 06 July 2004

Signatories to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions?

No

UNAC Ratified?

Yes

Arbitration

Mauritius has established both domestic and international arbitration into its legal system. International arbitration is governed by the International Arbitration Act 2008 (as amended in 2013) which incorporates the UNCITRAL Model Law on International Commercial Arbitration 1985 (as amended in 2006). The regime brought about under the International Arbitration Act is distinct from that of domestic arbitration which is primarily governed by the Mauritian Code on Civil Procedure. The Mauritius International Arbitration Centre (MIAC) has been set up to bring the highest level of dispute resolution services to the international community.

Mauritius is also a signatory to the New York Convention (Convention on the Recognition and Enforcement of Foreign Arbitral Awards). The recognition and enforcement of foreign arbitral awards are governed by the Convention on the Recognition and Enforcement of Foreign Arbitral Awards Act 2001 which incorporates the New York Convention into the Mauritian law and allows the enforcement of foreign arbitral awards rendered in non-signatory states.

Effectiveness of the court system

The Mauritian Court system consists of the Court of Civil Appeal, Court of Criminal Appeal, the various divisions of the Supreme consisting of the Bankruptcy division, the Mediation division, the Financial Crimes division, the Family Division, the Land division, the Master and Registrar and the Deputy Master and Registrar.

Other than the Industrial Court, the Intermediate Court, and the District Courts, the Bail court, situated in the District Court of Port Louis, provides the facility of having live video link with various prisons around the island to allow contact with persons who have been remanded under the Bail Act 1999.
The E-filling system of the Commercial Court of the Bankruptcy Division has also ensured an expeditious and effective court system as pleadings and/or letters can be uploaded on an online platform (which all parties have access to) without a court appearance.

In addition to the new state of art Supreme Court building, other remarkable reforms include the recent establishment of specialised divisions of the Supreme Court namely the Land Division and the Financial Crimes division as well as the new Children Court. Recently, Mauritius has also experienced an increase in appeals to the Judicial Committee of the Privy with some landmark judgments on international arbitration, the duty of confidentiality and electoral petitions.

Enforcement of arbitral awards

Domestic awards are governed by Mauritian Civil Code of procedure which also sets out grounds on which an arbitral award can be set aside. Foreign awards are recognised and enforced in accordance with the Convention on the Recognition and Enforcement of Foreign Awards Act 2001 and the Supreme Court (International Arbitration Claims) Rules 2013.  Overall, Mauritian Courts take a pro-enforcement stance.

Enforcement of foreign judgments

Foreign judgments can be enforced by way of 'exequatur' proceedings, provided that:

a)    the foreign judgment is still valid, final and capable of execution in the country in which it was delivered, notwithstanding that an appeal may be pending against it or that it may still be subject to an appeal in such country;

b)    the foreign judgment is not contrary to any principle affecting public order in Mauritius;

c)    the foreign court which delivered the said judgment had jurisdiction to hear the claim; and

d)    the defendant including a defendant company subject of the foreign judgment had been regularly summoned to attend the proceedings before the foreign court.

Judiciary

The appointment or removal of members of the judiciary is established under section 86 of the Constitution of Mauritius and is vested in the Judicial and Legal Commission which consists of the Chief Justice as chairman, a senior puisne judge, the chairman of the Public Service Commission and a member appointed by the President of Mauritius (with the advice of the Chief Justice).

Structure of the court system

The Mauritian Judicial system consists of a Supreme Court as the court of highest authority in Mauritius and 3 subordinate courts, namely, the District Court, Industrial Court and the Intermediate Court. After its independence in 1968, Mauritius decided to maintain the Judicial Committee of the Privy Council (JCPC) as the highest court of appeal.

Judicial Committee of the Privy Council – The highest court of appeal. Appeals against any final judgments of the Supreme Court can be as of right or by the leave of the Supreme Court upon the satisfaction of certain conditions.

Supreme Court of Mauritius - The superior court of records or the court of original jurisdiction. Pursuant to the Constitution of Mauritius, the Supreme Court has unlimited jurisdiction to hear and determine any civil and criminal matters. Appeals against any final judgments of each of the subordinate courts lie to the Supreme Court.

Intermediate Court - Instituted by the Courts Act 1945, the court of records has jurisdiction to hear civil matters not exceeding the value of 2 million Mauritian rupees and criminal matters.

Industrial Court - The Industrial Court Act 1973 has conferred on the Industrial Court the exclusive civil and criminal jurisdiction to try any matter as established in the Act. The Chief Justice has a reviewing authority over the Industrial Court by virtue of the Industrial Court Act.

District Court - This is established, pursuant to the Courts Act 1945, in every district. Equally known as court of records, it is presided by a District Magistrate who hears small claims (maximum of 100,000 Mauritian rupees), claims not exceeding 250,000 Mauritian Rupees as well as criminal cases (except those stipulated in section 116 of the Courts Act 1945).

Foreign investment incentives

Incentives to foreign investors include free repatriation of revenue from the sale of shares, exemption from tax on capital gains, and dividends from resident companies, flat corporate tax rate of 15%, 100% foreign ownership is permitted, no minimum foreign capital required, and access to a wide network of double taxation avoidance treaties.

General legislation

Some examples are –

Taxation – Income Tax Act 1995, Value Added Tax Act 1998

Competition – Competition Act 2007

Customs and Excise - The Customs Act 1988

Data Protection – Data Protection Act 2017

Labour – The Workers’ Rights Act 2019

Industry Specific Legislation

Some examples of industry specific legislations are –

Banking – Banking Act 2004

Civil Aviation - Civil Aviation Act 1974

Companies - Companies Act 2001; Code Civil Mauricien; Code de Commerce

Financial Services – Financial Services Act 2007

Insurance - Insurance Act 2005

Capital markets - Securities Act 2005

Capital Gains Tax

Capital gains derived from the sale of assets are not subject to capital gains tax in Mauritius.

Corporation Tax

Companies are generally taxed at a rate of 15% on their chargeable income subject to exemptions on specific streams of income or credits with respect to foreign tax already incurred. Companies which are engaged in the export of goods and manufacturing activities in a freeport zone are taxed at 3%.

Resident companies are liable to tax on their worldwide income.

Dividends

Dividends paid by a company resident in Mauritius to its shareholders are exempt of income tax in Mauritius.

Exchange Control

There are no exchange control restrictions or regulations currently in force in Mauritius.

Interest

Interest received by resident companies is subject to tax at the rate of 15% (subject to applicable exemptions or credits).

Interest income paid by any person (other than by banks or non-bank deposit-taking institutions under the Banking Act) to non-residents companies is subject to withholding tax at the rate of 15%.

Losses

Losses can be carried forward for a maximum period of 5 years. Unrelieved losses can, however, not be carried forward by companies where there is more than 50% change in shareholding.

Non-resident companies

A non-resident company for tax purposes is one which has its central management and control outside Mauritius. Non-resident companies will only be taxed in Mauritius on their income which is derived from Mauritius.

Payroll Tax and Social security

Personal Income Tax

For the purposes of income tax, a resident is a person who has his domicile in Mauritius (unless his permanent place of abode is outside Mauritius) or has been present in Mauritius in an income year for a period of, or an aggregate period of, 183 days or more or has been present in Mauritius in an income year and the 2 preceding income years for an aggregate period of 270 days or more.

Resident individuals are subject to income tax on their worldwide income, however, income derived by resident individuals from outside Mauritius is taxable only to the extent that it is remitted in Mauritius.

As from July 2023, Mauritius has adopted a progressive system of income tax. The personal income tax rate of 15% has been abolished. Individuals are now taxed depending on the tax bracket they fall into. The tax rates range from 0% to a maximum of 20%.  The chargeable income of individuals is subject to the tax at the rates set out in the table below –

Social Contributions

There is a Contribution Sociale Généralisée payable by certain employees (‘participants’) and every employer of a participant, as applicable. For instance, participants in non-public sector earning monthly remuneration exceeding MUR 50,000 will be required to contribute at the rate of 3% of their basic salary while their employers will contribute at the rate of 6% of the participants’ basic salary.

Real Property Tax

There is no property tax in Mauritius.

However, subject to the conditions set out in the relevant legislations:

a)    registration duty is applicable on a deed of transfer of immovable property and is payable by the transferee at the rate of 5%;

b)    land transfer tax is applicable on the transfer of land and is payable by the transferor at the rate of 5%; and

c)    leasehold tax would be applicable on the registration of a deed of transfer of leasehold rights in state land.

Resident companies

A company resident for tax purposes, is one which is incorporated in Mauritius and has its central management and control in Mauritius. Resident companies are taxed on their worldwide income.

Royalties

Withholding tax at the rate of 10% is applicable on royalties paid to residents and at the rate of 15% on royalties paid to non-residents. No withholding tax is applicable on royalties payable to non-residents by a company out of its foreign source income.

Stamp duty

Stamp duty is applicable on documents required to be submitted to the Registrar General of Mauritius for registration, transcription, inscription, or erasure of inscription.

Technical Service Fees

There is a withholding tax of 5% on payments to providers of services (accountant/accounting firm, architect, attorney/solicitor, barrister, dentist, doctor, engineer, interior decorator/designer, land surveyor, legal consultant, project manager in the construction industry, quantity surveyor, property valuer, and tax adviser or representative).

Thin Cap Regulations

Under the present tax regime, there are no thin capitalisation regulations in Mauritius.

Transfer pricing

There are no transfer pricing rules and regulations in Mauritius but there is a requirement under the Income Tax Act 1995 for transactions to be carried out at arm's-length.

Value Added Tax

VAT is chargeable on all taxable supplies of goods and services made in Mauritius by a VAT registered person. The standard rate of VAT is 15%. There also exists zero-rated supply of goods and exempt supply of goods.