Founder of a Foundation: Rights and Limits

What the founder of a foundation in Mauritius actually is

The founder of a foundation in Mauritius is the person who endows it with assets and signs its charter. Under the Foundations Act 2012, the foundation is a separate legal person, but only once it has been registered with the Registrar (the Registrar of Companies, who also acts as Registrar of Foundations) and has received a certificate of registration. Until then, there is no foundation to hold anything.

That point shapes everything else. Once the foundation exists, the assets belong to it, not to the founder. What the founder keeps is whatever the Act and the charter leave to them. This page looks at that residual position: the rights a founder can reasonably expect, the roles a founder may take, and the limits that apply.

If you are still deciding between structures, what a foundation is and the trust versus foundation comparison give the wider picture. The settlor's position in a trust is covered separately in the settlor's role.

Founder powers in a foundation: what the Act gives and the charter adds

The Foundations Act 2012 does not hand the founder a fixed bundle of powers. It sets a framework, and the charter fills it in. The main sources of founder rights are these.

The charter names the founder

The charter must state, among other things, the name of the foundation, the founder and the founder's address for notices in Mauritius, the purposes and objects, the initial assets endowed, and the beneficiary or the way a beneficiary is to be identified (section 8). The founder is therefore written into the constitutional document from the start.

Supplementary Articles, if the charter allows

Where the charter provides for it, the council may adopt supplementary Articles, signed by each council member (section 10). This is a route for adding detail later, but it runs through the council, not through the founder alone. A founder who wants a say in how those Articles are made should ask for that to be spelled out in the charter at the outset. For the contents of the charter, see foundation charter and rules.

Access to records

A foundation must keep accounts of its receipts, expenses, distributions, purchases, sales, assets and liabilities. It must also keep at its registered office copies of the documents filed (charter and Articles), the minutes of the council and a register of council members, founders and persons who endowed the foundation (sections 36 and 37). The founder, the officers, the Registrar and the FSC may consult these records. Access to information is thus a concrete right, not a courtesy.

Protection against succession claims for non-citizen founders

Under sections 3 and 4 of the Foundations Act 2012, a transfer made by a founder who is not a Mauritian citizen cannot be set aside under the succession rules of the founder's domicile or nationality. The extent of this protection in a given case depends on the facts, on the other legal systems involved, and on how the structure is built. It is a matter for specialist advice. The wider debate is explained in do foundations escape forced heirship?.

Can the founder be a beneficiary?

Yes. The Foundations Act 2012 allows a foundation to pursue charitable or non-charitable objects for the benefit of a person, a class of persons or a specific purpose, and the founder may be a beneficiary. This is one of the features that distinguishes the foundation from a structure in which the person who gives the assets must stay out of the benefit.

Two practical consequences follow:

• Being a beneficiary gives an entitlement only as the charter defines it. A founder who is a beneficiary of a discretionary class has a position that depends on what the council decides, within the charter.
• Benefit has a tax side. Any distribution to a beneficiary is treated as a dividend under section 49A of the Income Tax Act (see below), whether or not the beneficiary is also the founder.

What the founder may keep, and what stays with others

The table below summarises the general position. It is a map, not a guarantee: each item depends on the wording of the charter and on the facts.

Roles around the founder

The Act requires a council, and at least one council member must be habitually resident in Mauritius (section 17). Certain persons cannot serve: minors, bankrupts, people convicted of fraud or dishonesty, and officers of the foundation or their close family. The foundation must also have a secretary, who must be an FSC-licensed corporate service provider (Management Licence) or another person resident in Mauritius authorised by the FSC (section 13). How the council operates is set out in the foundation council.

Because these rules apply to the people who run the foundation, a founder who wants to sit on the council, or to nominate its members, should have that checked against section 17 and the charter before signing. Whether and how a founder may take a seat depends on the founder's personal position and on the charter wording, so this is exactly the sort of question an adviser must answer for your case.

The limits: what the founder cannot expect to do

The Act is built around a separate legal person with its own officers. That gives the following limits in practice.

Control is not ownership

A founder cannot treat the foundation as a personal bank account. The assets belong to the foundation, the council administers them, and distributions follow the charter. A founder who keeps a very large degree of control risks arguments that the foundation is not genuinely independent. The comparable discussion for trusts is in how much control a settlor can keep.

The charter binds the founder too

The founder cannot simply override the charter by informal instruction. Changes go through the mechanisms the charter and the Act provide. A founder who wants flexibility must build it into the charter at the start, within the Act.

Tax and transparency apply

Under section 49A of the Income Tax Act, a foundation is taxable on its taxable income at the rate in Part IV of the First Schedule, which is 15 %, and any distribution to a beneficiary is treated as a dividend. The former exemption for a foundation whose founder and all beneficiaries were non-resident, or holders of a Global Business Licence, was repealed by the Finance Act 2021 with deemed effect from 1 July 2021. Anyone relying on older descriptions of that exemption should treat them as out of date. For the full picture see how foundations are taxed in Mauritius.

The Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA) includes a foundation in its definition of a legal person and names the Registrar of Foundations among the authorities concerned. As a result, the transparency rules on beneficial owners apply to foundations. In practice, the founder's identity and any person who ultimately owns or controls the foundation must be capable of being identified. Confidentiality in the sense of anonymity is not what the system offers.

Purpose and public interest

A foundation may be charitable or non-charitable. A founder who wants a charitable purpose should note that charity is a distinct regime, covered elsewhere. The point here is only that the founder's choice of purpose is set in the charter and then governs what the council may do.

Costs that touch the founder

The registration fees are paid by the foundation, but the founder will meet them in practice. The Corporate and Business Registration Department notice for 2025 set the annual fee for a foundation at Rs 9 000 if paid between 3 and 20 January 2025, and Rs 13 000 after the deadline. Fees change over time and differ for a non-charitable foundation, so check the current schedule before budgeting. Set-up costs and documents are dealt with by the service provider you consult, not on this site.

Checklist before you sign as founder

• Confirm what the charter will say about your name, notice address in Mauritius, purposes and endowed assets
• Decide whether you are to be a beneficiary, and in what capacity (named person or class)
• Check whether the charter permits supplementary Articles and who approves them
• Verify who will sit on the council, including the member habitually resident in Mauritius
• Identify the secretary and confirm it is an FSC-licensed corporate service provider (Management Licence) or another authorised resident
• Ask how your access to accounts and records will work in practice
• Take advice on the tax treatment of distributions and on your own country of residence
• Take advice on succession rules where you are domiciled or a national
• Prepare for beneficial ownership disclosure under FIAMLA

If you would like a licensed provider to look at your situation, you can use the contact form. The information on this site is general and does not replace advice on your own circumstances.