The Foundations Act Explained

The Foundations Act 2012 is the statute under which a foundation is formed, run and wound up in Mauritius. If you are searching for the "Mauritius Foundation Act", this is the legislation meant: Act No. 8 of 2012, which came into force on 1 July 2012. It created an entity that sits between a company and a trust, with its own legal personality but without shareholders.

This page walks through the legal regime. It describes who does what inside a foundation, what the charter must say, which records must be kept and how the tax rules apply. It is general information, not advice: whether a foundation suits your family depends on your residence, your assets and your objectives, and should be reviewed by a qualified adviser. If you would like your situation looked at by a licensed provider, you can use the contact form.

What the Foundations Act 2012 does

The Act allows a foundation to pursue charitable or non-charitable objects. Its benefit can be directed to a person, to a class of persons or to a defined purpose. The founder may also be a beneficiary. For a family, this means a foundation can hold wealth for children and grandchildren, hold a family business, or support a purpose such as the upkeep of a heritage property.

A foundation has no legal personality at the moment it is first conceived. Under section 5, it acquires personality only once it is registered with the Registrar and holds a certificate of registration. The Registrar is the Registrar of Companies, who also acts as Registrar of Foundations. The Corporate and Business Registration Department (CBRD) that administers the Act also administers the Companies Act 2001, the Limited Partnerships Act 2011 and the Protected Cell Company Act 1999, among other texts.

The consolidated version of the Act published by the Financial Services Commission (FSC) reflects amendments up to 14 May 2015. Later changes, notably on tax and fees, are found in other instruments, so the consolidated text alone does not give the full picture today.

Foundation, trust or company?

A foundation is often compared with the trust governed by the Trusts Act 2001. The two share some features, but they are built differently. A trust is a relationship in which a trustee holds assets for others. A foundation is an entity that owns its assets itself, acting through its council.

For a longer discussion of when each form fits, see trust vs foundation. The remainder of this page concentrates on the foundation itself.

The people and bodies inside a foundation

The Act distributes roles among a small number of actors. Understanding who holds which power is the key to reading any foundation charter.

The founder

The founder creates the foundation and endows it with its initial assets. The charter records the founder's name and an address for notices in Mauritius. The Act is permissive on the founder's position: the founder may be a beneficiary, and a transfer made by a founder who is not a Mauritian citizen cannot be annulled under the succession rules of the founder's home country or nationality. That protection matters for families whose domicile applies forced heirship, and the limits of the protection are covered in forced heirship and foundations.

How much control a founder may keep is a matter of the charter. The topic is explored in founder powers and limits. A founder who keeps very wide control raises the same questions of substance that arise for a settlor of a trust.

The council

The council is the governing body. It manages the foundation's assets and carries out the charter. Under section 17 of the Act, the council must include at least one member who is ordinarily resident in Mauritius. Certain people cannot sit on it:

• minors;
• bankrupts;
• persons convicted of fraud or dishonesty;
• officers of the foundation and their close family.

The council acts collectively. Where the charter allows it, the council may also adopt supplementary Articles, signed by each member. Members are accountable for how they handle the assets, and the practical detail of appointment, powers and duties is set out in the foundation council.

The secretary

Every foundation must have a secretary. Section 13 requires the secretary to be an FSC-licensed corporate service provider (Management Licence) or another person resident in Mauritius who is authorised by the FSC. The Registrar's customer charter confirms that a foundation needs both a secretary and a council to be registered. The secretary is an administrative and compliance role; it does not replace the council's decision-making.

The guardian

Many foundation charters provide for a guardian. The role is optional rather than a statutory requirement for every foundation, and its purpose is supervisory: the guardian watches that the council acts within the charter and in line with the foundation's objects. It resembles the protector of a trust, with the difference that it operates inside an entity rather than beside a trustee. If you are used to trust vocabulary, the comparison is developed in guardian of a foundation or trust.

Because the guardian's powers come from the charter, two foundations can have guardians with very different authority. Reading the charter is the only reliable way to know what a given guardian can do.

The beneficiaries

A foundation may benefit a named person, a class of persons (for example, the descendants of the founder) or a purpose. The charter states either the beneficiary or the way in which the beneficiary is to be identified. A foundation set up for a purpose may have no beneficiary at all in the usual sense, which is possible for both charitable and non-charitable objects.

Beneficiaries of a foundation do not have the same rights as beneficiaries of a trust. Their entitlement depends on the charter and on any decision of the council, so a clear drafting of the class and of the council's discretion is essential.

The charter: the foundation's constitution

The charter is the founding document. Under section 8, it states in particular:

1. the name of the foundation;
2. the founder, with an address for notices in Mauritius;
3. the purposes and objects;
4. the initial assets endowed;
5. the beneficiary, or the method for designating one.

The council may establish Articles in addition to the charter, if the charter allows. The charter therefore carries the essential choices, while the Articles hold working rules. What belongs in each is detailed on the charter and rules page.

A practical drafting point is that a charter should be consistent with the family's wider plan: the will, any matrimonial arrangements and the rules of the countries where family members live. A foundation does not operate in isolation from those rules.

Registration and legal personality

An application for registration is made to the Registrar on the approved form. Under section 23, it must be accompanied by:

• the list of the first officers;
• a statement from a law practitioner, legal consultant or firm confirming that the foundation complies with the Act;
• a declaration by the applicant that the information is accurate;
• the fees set out in the schedule.

According to the Registrar's customer charter, a foundation registered under the Act since 1 July 2012, whether charitable, non-charitable or both, is registered quickly: the stated processing time is half a day to one day. The step-by-step formation process and its cost are covered elsewhere and are not repeated here.

Records, accounts and transparency

The Act imposes record-keeping duties. Under sections 36 and 37, a foundation must keep accounts of its receipts, expenses, distributions, purchases, sales, assets and liabilities. At its registered office it must also keep:

• copies of the documents filed, namely the charter and the Articles;
• the minutes of council meetings;
• a register of council members, founders and persons who have endowed the foundation.

These records can be inspected by the founder, the officers, the Registrar and the FSC.

Transparency obligations go further. The Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA), in the version published by the Financial Intelligence Unit in 2026, includes a foundation in the definition of "legal person" and names the Registrar of Foundations among the relevant authorities. Rules on beneficial ownership therefore apply to foundations.

In that framework, beneficial ownership of a trust-like arrangement covers the settlor, the trustee, any protector, each beneficiary (or the class of beneficiaries and the objects of a power) and anyone else who exercises ultimate effective control, including through a chain of control. A foundation's service provider will apply the same logic to a founder, council members, a guardian and beneficiaries. The Financial Services Act 2007 also requires each licence holder to keep a register of the beneficial owners of every client, and the FSC publishes Practice Notes for corporate trusteeship providers on keeping that information current.

A related question is whether a register of trusts exists in Mauritius; the answer for trusts, which has a different legal basis, is on the page about the trust register.

How a foundation is taxed

The Foundations Act sets up the entity, but tax comes from the Income Tax Act. Two points matter.

The general rule. Under section 49A of the Income Tax Act, every foundation is chargeable on its taxable income at the Part IV rate of the First Schedule, which is 15%. Any distribution to a beneficiary is treated as a dividend.

The former exemption is gone. Paragraphs 49A(2) and (3) used to exempt a foundation whose founder and beneficiaries were all non-resident (or held a Global Business Licence) on filing a declaration of non-residence. The Finance Act 2021 repealed those paragraphs, with deemed effect from 1 July 2021. Older descriptions of foundations that mention that exemption are therefore out of date.

Two categories need separate mention:

• A charitable foundation is among the bodies listed as exempt in Part I of the Second Schedule of the Income Tax Act, alongside charitable institutions and charitable trusts.
• A trust whose settlor and all beneficiaries are non-resident, or a purpose trust whose purpose is carried out outside Mauritius, is still referred to in section 46(2), but it is nonetheless taxed at the same Part IV rate of 15%. Distributions from a trust are likewise deemed dividends under section 46(4).

The detail, including residence rules and how distributions are treated for the beneficiary, belongs on the dedicated foundation taxation page. Tax treatment can change with each Finance Act and depends on where the founder and beneficiaries live, so confirm the position before relying on it.

Fees payable to the Registrar

Fees are fixed by the schedule to the Act and by notices. The schedule in the version consolidated to 14 May 2015 set the Registrar's fees at Rs 9 000 on registration and Rs 9 000 for each following year (Rs 13 000 after the deadline), Rs 1 000 for an amendment of the charter and Rs 100 for a certificate. Those amounts have since been modified by regulation, so treat the 2015 figures as historical.

The notice of the Corporate and Business Registration Department for 2025 sets the annual fee of a foundation at Rs 9 000 if paid between 3 and 20 January 2025, and at Rs 13 000 after the deadline. Check the current notice each year, because the amounts and the payment window can change.

Where the Act meets other rules

Global Business Licence

A foundation that is part of a structure with foreign ownership and activity abroad may have to look at licensing under the Financial Services Act 2007. A resident company whose majority of shares or voting rights, or legal or beneficial interest, is held or controlled by a non-citizen, and which carries on or plans to carry on its business mainly outside Mauritius, must apply to the FSC for a Global Business Licence (section 71(1)), banks licensed by the Bank of Mauritius being excluded. A foundation is not a company, so whether a licence is needed depends on the structure around it, for instance a holding company owned by the foundation.

Forced heirship

Founders from civil-law countries often ask whether a foundation can defeat reserved shares for children. The Act protects a non-citizen founder's transfer from annulment under the succession rules of the founder's domicile or nationality. It does not make the transfer immune from every challenge, and the result depends on the facts, including the founder's own residence. Read the page on foundations and forced heirship and take advice before acting.

Charitable purposes

A foundation can be charitable, and the Trusts Act 2001 offers a useful parallel: section 20 treats a trust as charitable when its exclusive object is the relief of poverty, education, religion, protection of the environment, human rights and fundamental freedoms, or another purpose beneficial to the public. For tax, charitable status matters considerably, as the exemption list above shows. This site does not cover setting up a charitable foundation.

Common mistakes when reading the Act

• Assuming the Act is the whole law. The Act sits alongside the Income Tax Act, the Financial Services Act 2007 and FIAMLA. Reading it alone gives an incomplete view.
• Relying on the repealed exemption. Guides written before 2021 may describe a non-resident exemption that no longer exists.
• Confusing the guardian with the council. The guardian supervises; the council decides.
• Treating the founder as unconstrained. A charter can give the founder wide rights, but excessive control invites questions about who truly owns the assets.
• Forgetting the resident member and the secretary. Without them the foundation cannot be registered.

Checklist before engaging with a foundation

• Confirm the objects: private benefit, a class of persons or a purpose
• Decide whether the founder will also be a beneficiary
• Identify at least one council member ordinarily resident in Mauritius
• Check that no proposed council member falls within the disqualifications
• Decide whether the charter will provide for a guardian
• Confirm the secretary is an FSC-licensed corporate service provider (Management Licence) or an authorised resident
• Review the tax position in the country where the founder and beneficiaries live
• Plan for record-keeping and beneficial ownership disclosure

For a wider introduction to the concept before reading the statute, see what a foundation is.