A Founder may reserve, in the Charter or Regulations of the Foundation, for himself or any other person, rights to direct or approve:
- Investment activity
- Amendments of the Charter or Regulations
- Appointment or removal or a Councilor
- Appointment or removal of a supervisory person
- Rights, entitlement and restrictions of a beneficiary
- Appointment or exclusion of beneficiaries
- Dissolution of the Foundation.
The Charter is broadly equivalent to the Memorandum of a company. It must include:
- the name of the Foundation;
- the particulars of the founder, including -
- his name and address;
- where the founder is a body corporate, its name and registered address and particulars of its directors and controlling members; and
- an address for the founder in Mauritius for service of documents;
- the purposes and objects of the Foundation;
- the endowment of the property which shall be the initial assets of the Foundation;
- the beneficiary of the Foundation or the manner in which he may be appointed and, if applicable, the manner in which he may be removed;
- the period, if any, for which the Foundation is established;
- the name and address of the Management Company the address of the registered office of the Foundation; and
- the procedure for the appointment of the Council or of a protector or committee of protectors and its or his powers and duties.
The Regulations will in practice deal with the governance of the Foundation. Key provisions will be likely to include:
- Identification of the Councilors who sit on the Foundations Council
- Rules for the appointment and removal of the Councilors
- Rules to establish how decisions of the Council are made
- Designation of the beneficiaries, and the rules for the appointment and removal of beneficiaries
- Rules for the appointment and removal of a Protector or Protectors and their powers and duties
- Rules for the appointment of persons to carry out particular duties on behalf of the Founder
- How the Charter of Regulations may be amended
- Reservation of rights or powers to the Founder; appointment of "supervisory persons".
A Foundation shall keep proper records of:
- all sums of money received, expended and distributed, specifying the purpose of any such receipt, expense and distribution;
- all sales and purchases made by the Foundation; and
- the assets and liabilities of the Foundation.
A Foundation shall keep accounting records which shall:
- be sufficient to show and explain the transactions of the Foundation;
- disclose with reasonable accuracy, at any time, the financial position of the Foundation; and
- allow financial statements to be prepared.
- The accounts are not filed in any public register. The accounting records must be kept for seven years after the end of the financial year to which they relate.
Every Foundation shall keep at its registered office:
- a file containing accurate records and a copy of all documents filed with the Registrar, including accurate copies of its charter and Articles, if any;
- the minutes of proceedings of any meeting of the Council; and
- a register showing the names and addresses of the members of its Council, any founder and any person who may have endowed assets to the Foundation.