Foundations

A Mauritian Foundation is governed by the foundation act 2012. It is a separate legal person consisting of a Founder, a Council, possibility a Protector or other supervisory persons and beneficiaries.

Overview

The Foundation is a contractual arrangement, without fiduciary duties to the beneficiaries. It is in essence a hybrid of a trust and a company since it has traits of both. The role of the Council is to manage the affairs of the Foundation to secure the wishes of the Founder. The Founder can appoint a Protector or some other supervisory person to ensure that the Council complies with the wishes of the Founder. The beneficiaries do not own any assets of the Foundation, or any interests in the Foundation itself. Until they receive a benefit from the assets of the Foundation, the assets remain in the beneficial ownership of the Foundation



  • Founder

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

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.
  • Regulations

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".
  • The Council

  • The Council is the prime organ of management.
  • The Council must consist of at least one person resident in Mauritius, who may be a body corporate.
  • The duties of the Council are to carry out the objects of the Foundation; to manage and administer the assets of the Foundation; and to do such other acts as may be provided by the Charter, Regulations and the Foundations Act.
  • Either the Founder appoints the Council, or the Council is appointed by the terms of the Charter or Regulations.
  • A Councilor is bound by the terms of the Charter, Regulations and the Foundations Act.
  • A Councilor must act honestly and in good faith with a view to the best interests of the Foundation.
  • He, she or it must exercise the care, diligence, and skill of a reasonably prudent person.
  • The duties of a Councilor are owed only to the Foundation.
  • Protector

  • A protector may be a natural person or a body corporate.
  • The role of the Protector is to ensure compliance by the Foundation and Councilors with the Charter, Regulations, and the Foundations Act, and to monitor the activities of the Councilors of the Council.
  • A Founder, a beneficiary or a Councilor may be appointed as a Protector, but a sole Councilor or a sole beneficiary may not be a Protector.
  • Supervisory persons

  • The Act allows for the appointment of "supervisory persons" who can be allocated wide-ranging and feasible supervisory powers over the Foundation, and the Council. A supervisory person includes any Protector and any other person appointed by the Founder or Protector (including a Councilor).
  • Beneficiaries

  • By reference to the Charter or Regulations, a beneficiary shall be identifiable by name or ascertainable by reference to a class or relationship to another person.
  • A Founder may be a beneficiary, but not the sole beneficiary unless on the death of the Founder/sole beneficiary, he/she has designated other beneficiaries.
  • Beneficiaries are entitled to information about the Foundation; including annual financial statements and minutes and resolutions of the Council.
  • A beneficiary is not owed fiduciary duties by the Foundation, the Council or any other person appointed under the Charter, Regulations or the Foundations Act (e.g. Protector, or supervisory person).
  • Administration

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.
  • Mobility

  • A Mauritian Foundation can be continued in another reciprocal territory.
  • A foreign registered Foundation can also continue in Mauritius.
  • Taxation

  • Every foundation shall be liable to income tax on its chargeable income at the rate of 15%.
  • A foundation of which the founder is a non-resident or hold a category 1 global business license; and
  • All the beneficiaries appointed under the terms of the charter are, throughout the income tax year, non-resident or hold a category 1 global business licence shall be exempted from income tax in respect of that year.