Corporate & Commercial
Incorporation, Governance, Directors' duties, Shareholder disputes and cross-border transactions.
SC Legal advises Mauritian and foreign businesses on company law and commercial contracts under the Companies Act 2001 and the Code Civil Mauricien. We act on incorporation, Global Business licensing, constitutions, board governance, directors' duties, shareholder disputes, company migrations and the agreements that run a business.
Corporate law is the core of the firm. Most of our other work, from fund formation to insolvency, starts with a company question: who controls it, what its constitution allows, and what its directors may and may not do.
What does the corporate and commercial practice cover?
- Drafting of documents for domestic companies, Global Business Companies (GBCs) and Authorised Companies, with their constitutions and shareholders' agreements.
- Choice of vehicle: private and public companies, protected cell companies, limited partnerships, foundations, trusts and variable capital companies.
- Directors' duties, conflicts of interest and personal liability.
- Shareholder disputes, deadlock and negotiated exits.
- Share capital changes: issues of new classes of shares, buybacks, redemptions and reductions.
- Migration of companies into and out of Mauritius by continuation.
- Commercial agreements: supply, distribution, agency, joint venture, services and outsourcing.
Domestic company, GBC or Authorised Company?
The right vehicle depends on where the business is carried on and managed. A domestic company trades in Mauritius and is taxed as a Mauritian resident. A GBC is a Mauritian resident company that conducts business principally outside Mauritius and holds a Global Business Licence from the Financial Services Commission (FSC) under the Financial Services Act 2007. A GBC must meet minimum substance conditions, including resident directors and a bank account in Mauritius.
An Authorised Company is managed and controlled outside Mauritius and is not tax resident here. It suits holding and trading structures that need a Mauritian legal entity but not Mauritian tax residence. We advise on the trade-offs and draft the constitution to fit the investors' commercial terms.
Directors' duties and board governance
The Companies Act 2001 requires directors to act in good faith and in the best interests of the company, to exercise their powers for a proper purpose, to comply with the Act and the constitution, to disclose their interests and to exercise the care and skill of a reasonable director. Those duties sharpen when a company is close to insolvency, because creditors' interests then come into play.
We advise boards and individual directors on conflicted transactions, related party dealings, minutes and resolutions, delegation to committees and the governance expectations placed on public interest entities by the National Code of Corporate Governance for Mauritius. Where a director faces a claim, we advise on the defence and on indemnity and insurance cover.
Shareholder disputes and minority protection
Disputes between shareholders usually turn on the constitution, the shareholders' agreement and the remedies in the Companies Act 2001. A shareholder who is unfairly prejudiced may apply to court for relief. A derivative action may be brought on behalf of the company with leave of the court. Shareholders also have statutory rights to inspect company records.
We act for majority and minority shareholders and for companies. In practice, the first steps are often urgent: an injunction before the Judge in Chambers to stop a transfer of assets, or an application to obtain company records. See our dispute resolution practice for how we run contested matters.
Commercial contracts and cross-border transactions
Mauritian contract law is founded on the Code Civil Mauricien, applied alongside English-influenced company and commercial statutes. That hybrid matters when a contract chooses foreign law, an arbitration seat outside Mauritius, or a foreign court. We draft and negotiate commercial agreements with enforceability in Mauritius in mind: governing law, dispute resolution, limitation of liability, termination and security for performance.
Frequently asked questions
What is the difference between a domestic company and a GBC in Mauritius?
A domestic company carries on business in Mauritius. A GBC is a resident company that conducts business principally outside Mauritius and must hold a Global Business Licence from the FSC under the Financial Services Act 2007, with minimum substance in Mauritius.
Can a foreign company move to Mauritius?
Yes. The Companies Act 2001 allows a company incorporated abroad to continue as a Mauritian company, where the law of its home jurisdiction permits. A Mauritian company can also migrate out. Each migration needs a review of tax, regulatory and contractual consequences in both jurisdictions.
What can a minority shareholder do if the majority acts unfairly?
A minority shareholder may apply to court for relief against unfairly prejudicial conduct, seek leave to bring a derivative action on behalf of the company, and enforce rights in the shareholders' agreement. Urgent interim relief is available before the Judge in Chambers.
Are directors personally liable for a company's debts?
As a rule, no: the company is a separate legal person. Directors can become personally liable in specific cases, including breach of duty, trading while the company is insolvent or close to it, and certain tax liabilities.
Corporate work often leads into other areas. See our pages on mergers and acquisitions, capital markets and financial services and insolvency and restructuring, or read our frequently asked questions.
