The Foundation Council: Members, Powers and Duties

A Mauritius foundation has no shareholders and no trustee. Day-to-day authority sits with its council, a body of individuals or entities that manages the foundation's assets and carries out the purposes written into its charter. If you are comparing foundation council members in Mauritius with the people who run a company or a trust, the council is the closest equivalent to a board: it decides, it signs, and it answers for what it does.

This page explains who may sit on the council, what the Foundations Act 2012 expects of it, and where its accountability to beneficiaries comes from. For the wider picture, start with what a foundation is in Mauritius and the overview of the Foundations Act.

What the council of a foundation is

The Foundations Act 2012 (Act No. 8 of 2012) came into force on 1 July 2012. Under it, a foundation may pursue charitable or non-charitable objects, for the benefit of a person, a class of persons or a specific purpose. A foundation acquires legal personality only once it is registered with the Registrar (the Registrar of Companies, who also acts as Registrar of Foundations) and holds a certificate of registration (section 5).

Legal personality matters for governance. Because the foundation is itself a legal person, it needs human or corporate hands to act on its behalf. The council provides them. The registration rules reflect this: a foundation must have a council and a secretary, and the application lists its first officers.

Two other roles sit beside the council, and they are easy to confuse with it:

• the founder, who creates the foundation and endows it, with rights set by the charter (see the founder's rights and limits);
• the secretary, a statutory officer with administrative and compliance functions rather than decision-making power over the assets.

Who can be a council member

The resident member requirement

Under section 17 of the Foundations Act 2012, the council must include at least one member who is ordinarily resident in Mauritius. The rest of the council may be resident elsewhere, subject to the charter. In practice this means a foreign family can design a council with overseas members, provided a Mauritius-resident member is on it.

Who is excluded

The same section bars certain people from sitting on the council:

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

The last exclusion deserves attention when a family designs governance. It is a statutory limit, so the charter cannot waive it. A family planning to place relatives on the council should check the wording with an adviser before settling the structure.

Individuals or corporate members

The provisions summarised above speak of "members" and do not confine the role to natural persons. Whether a corporate body may be appointed, and on what terms, is a matter for the Act and the charter read together. This is one of the points where the answer depends on your situation, so take advice before relying on a general statement.

Powers of the council

The Act does not give the council a single long list of powers that overrides everything else. Its authority comes from three layers, which work in this order.

What the charter fixes

Section 8 requires the charter to state, among other things, the foundation's name, the founder and an address in Mauritius for notices, the purposes and objects, the initial assets endowed, and the beneficiary or the way a beneficiary is to be identified. The council cannot rewrite those core points on its own initiative. It works within them. A closer look at the document itself is in Foundation charter and rules: what goes inside.

Supplementary Articles

Section 10 allows the council to establish Articles in addition to the charter, but only if the charter provides for it. Each council member signs them. This is where families usually place the operating detail: how meetings are called, how decisions are recorded, how the council approaches distributions. Keeping that detail in Articles rather than in the charter gives the council room to adapt without reopening the foundation's founding document.

Managing assets and pursuing the purposes

Subject to the charter, the council holds the foundation's assets for its purposes, decides on distributions to beneficiaries and administers the foundation's affairs. How far the founder, or a third party, may direct or veto those decisions depends on what the charter reserves. A charter that reserves wide powers to the founder gives the council less room, and a court looking at a foundation that is run only on the founder's say-so may question whether the council is acting independently. That is a risk to assess case by case, not a rule that can be stated in the abstract.

How decisions flow through a foundation

The diagram below shows the usual lines of authority in a private foundation.

Records, accounts and transparency

A council that governs well keeps its paperwork in order, and the Act makes much of this mandatory.

Under sections 36 and 37, a foundation keeps accounts of its receipts, expenses, distributions, purchases, sales, assets and liabilities. At its registered office it also keeps:

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

The founder, the officers, the Registrar and the FSC can inspect these. Minutes are therefore not a formality. They are the evidence of how and why the council decided something, and they are what a beneficiary, a regulator or a court will look at first if a decision is disputed.

The secretary

Section 13 requires every foundation to have a secretary who is either an FSC-licensed corporate service provider (Management Licence) or another Mauritius-resident person authorised by the FSC. The secretary is distinct from the council, but the two work closely: the secretary typically handles filings and registers, while the council takes the decisions that those records document.

Beneficial ownership

The FIAMLA 2002 (FIU 2026 version) treats a foundation as a "legal person" and names the Registrar of Foundations among the relevant authorities, so beneficial ownership transparency obligations apply to it. Council members should expect the corporate service provider to ask for identification of the founder, the council members and the beneficiaries, and to keep that information up to date. Under the same law, customer due diligence files are kept for at least seven years after the business relationship ends.

The Registrar of Companies keeps a Beneficial Ownership Register that is open to competent authorities and prescribed public authorities. The Companies Act does not describe it as a public register. If confidentiality is a concern, see whether Mauritius trusts are confidential for the comparable position on trusts.

Accountability to beneficiaries

This is the question families ask most often: if the council makes a poor decision, who can challenge it?

The short answer is that the council is accountable through the framework the Act and the charter create. It is not accountable to shareholders, because there are none. A foundation's beneficiary may be a named person, a class of persons or a purpose, and the founder may be a beneficiary. What a given beneficiary can demand, and from whom, depends on how the charter defines the beneficiary's position.

Three practical points follow.

1. The charter is the first test. A council that distributes in a way the charter does not allow is acting outside its authority, whatever the Articles say.
2. Records are the second. Because the accounts and minutes can be inspected by the founder, the officers, the Registrar and the FSC, a council that cannot justify a decision on paper is exposed.
3. Remedies depend on the facts. The route open to a beneficiary who believes the council acted wrongly depends on the charter, the beneficiary's status and the nature of the complaint. Take legal advice rather than assuming that remedies available against a trustee apply in the same form. For the rights of people who benefit from a trust, which is a different regime, see trust beneficiaries: rights and expectations.

Nothing here should be read as a promise that a particular structure shields assets from claims. A foundation does not escape every rule by being a foundation; see whether foundations escape forced heirship for the limits that apply on the succession side.

Tax and the council

The council's decisions have tax consequences, and it should know the basics. Under section 49A of the Income Tax Act, a foundation is taxable on its taxable income at the Part IV rate of the First Schedule, which is 15%, and any distribution to a beneficiary is treated as a dividend. The earlier exemption for a foundation whose founder and beneficiaries were all non-resident, or Global Business Licence holders, was repealed by the Finance Act 2021, with deemed effect from 1 July 2021.

A foundation with a charitable purpose is in a different position: the Second Schedule, Part I, of the Income Tax Act lists charitable foundations among the exempt bodies. Whether a particular foundation qualifies is a question of its charter and its activities. The rules are set out further in how foundations are taxed in Mauritius.

Foundation council or trustee: a short comparison

Many families weigh a foundation against a trust before deciding. The point that matters here is the governance model.

The fuller analysis is in trust vs foundation.

Choosing and appointing the council

When a family designs a foundation, a few questions about the council usually decide whether it works.

• Is there at least one council member ordinarily resident in Mauritius?
• Does anyone on the proposed council fall within the statutory exclusions, such as a close relative of an officer?
• Does the charter allow the council to adopt supplementary Articles?
• Are the founder's reserved powers clear and no wider than intended?
• Is it clear who keeps the accounts, minutes and registers at the registered office?
• Has the family agreed how the council will treat requests from beneficiaries?

If you want to discuss a specific structure, you can send a request through the contact form and it will be passed to an FSC-licensed corporate service provider (Management Licence).