- Chargeable income
- The amount to which the applicable income-tax rate is applied after the statutory calculation. It is not necessarily accounting profit.
- Tax residence
- A legal connection between a taxpayer and a jurisdiction, determined under the relevant domestic law and, where applicable, a treaty. Citizenship alone does not settle it.
- Source
- The jurisdiction to which an item of income is attributed under the relevant rules. The location of a bank account is not a universal source test.
- Withholding
- Tax collected by the payer from a payment. Whether it is final or creditable depends on the applicable provision.
- Tax credit
- An amount that reduces calculated tax, subject to eligibility and limits. It differs from a deduction from income.
- Partial exemption
- Exclusion of a stated portion of qualifying income, subject to the statutory conditions. It is not a standalone licence-based tax rate.
- Permanent establishment
- A treaty-defined business presence that can give the other state taxing rights over attributable profits. Read the specific treaty.
- Beneficial owner
- An eligibility concept used in treaty articles on certain income. A name on a share register does not resolve every beneficial-ownership question.
- Principal purpose test
- An anti-abuse test that can deny a treaty benefit in the circumstances specified by the applicable treaty or multilateral modification.
- Substance
- The real activities, resources and decision-making required by the relevant rule. The exact test varies with the exemption or regulatory obligation.
- Global Business Licence
- A regulatory status under the Financial Services Act. Analyse residence and each income stream separately for tax.
- Authorised Company
- A regulatory category whose Mauritius tax residence must be considered alongside central management and control and Income Tax Act section 73A.
- TIEA
- Tax Information Exchange Agreement. Information exchange does not itself create the reduced withholding rates of an income-tax treaty.
- MLI
- The Multilateral Instrument, which can modify a bilateral treaty where the parties’ positions match and the modifications have taken effect.
- Commencement
- The point at which a provision becomes operative. It may differ from assent, publication, or the first tax period to which it applies.
- FSC
- Usually the Financial Services Commission in this course. Some tax material also uses the abbreviation for fair share contribution; the context matters.
- Separate legal entity
- A company is a legal person distinct from its shareholders. It owns its own property, enters contracts and owes its own debts. This is called separate legal personality (Companies Act, section 26).
- Solvency test
- Companies Act section 6: the company can pay its debts as they become due in the normal course of business, and assets exceed liabilities plus stated capital, with stated exceptions.
- Stated capital
- A statutory capital figure built from amounts received or due on shares (and share premium for par-value shares). It is not a marketing “share capital” label.
- Pari passu
- Equal ranking. The Companies Act does not use this phrase. Inside one class, sections 46(2) and 63(2) give an equal share of dividends and stop a dividend that prefers some shares of that class. Priority across classes is whatever the constitution or the terms of issue confer.
- Tag-along
- A contractual right for a minority holder to sell on the same terms when a majority holder sells. The Companies Act does not name it. It binds the company when the constitution requires it, and the transfer is still entered on the share register.
- Drag-along
- A contractual obligation for a minority holder to sell when a stated majority accepts a buyer’s offer. The Companies Act does not name it. A constitution may impose it as a transfer restriction. The instrument and the share-register entry are still required.
- Redeemable shares
- Shares a company may issue only where section 76 is met: the constitution provides for them, or, for a Global Business Licence holder, does not forbid them; they are fully paid at redemption; and the constitution or terms fix the option or date and the consideration.
- Pre-emptive rights
- Section 55, subject to the constitution: a new issue that ranks equally with or in priority to existing shares must first be offered to existing holders, and the offer stays open for at least 14 days. The Second Schedule adds pre-emption on transfers where a private company adopts it.
- One-person company
- A private company whose only shareholder is also the sole director, and that shareholder is not a corporation.
- Small private company
- A private company whose last preceding turnover is less than Rs 100 million (or a prescribed amount), that does not hold a Global Business Licence, and that is not a Financial Reporting Act First Schedule entity.
- Special resolution
- A 75 per cent majority of the votes of shareholders entitled to vote and voting — or any higher majority required by the constitution.
- Beneficial owner (Companies Act)
- The natural person who ultimately owns or controls a company, under section 2 as replaced in 2026, including prescribed share ownership and control tests. Distinct from treaty “beneficial owner” in the tax course.
- Company service provider
- A person who, as a business, provides specified formation, director, secretary, registered-office or nominee services and must register with the Registrar unless an exemption in section 167A(5) applies.
- Settlor
- The person who provides trust property or makes a testamentary disposition on trust or to a trust (Trusts Act s.2). A settlor may hold other offices, but not as sole beneficiary (s.8(2)).
- Qualified trustee
- A management company, or another person resident in Mauritius authorised by the Commission to provide trusteeship services. At least one of not more than four trustees must be a qualified trustee (ss.2, 28).
- Protector
- An optional office whose function is to advise the trustee, with such powers as the terms confer, including — unless the deed says otherwise — removing a trustee and withholding consent (s.24).
- Enforcer
- The person whose duty is to enforce a purpose trust according to its terms and purposes. That person must not also be a trustee of the same trust (s.21).
- Purpose trust
- A trust created for a purpose, including a charitable purpose, which may exist without a beneficiary if section 19’s conditions are met. It may be of perpetual duration (s.9(2)).
- Protective or spendthrift trust
- A beneficiary interest made subject to termination or restriction, including on insolvency, with a statutory income trust after a determining event (s.18).
- Letter of wishes
- A non-binding memorandum the trustees may regard. It creates no extra fiduciary duty merely by being given, and it does not replace the instrument (s.27).
- Collective investment scheme
- A pooled investment vehicle, typically with a published NAV, authorised or recognised under the Securities Act. A discretionary mandate over a single client’s separate account is not a CIS.
- Investment dealer
- A person licensed to deal in securities under the Securities Act. Picking a security for a managed account is not, by itself, filling the ticket as a dealer.
- Investment adviser
- A person licensed to advise on securities under Securities Act section 30. Restricted, unrestricted and corporate-finance classes are different letters. A representative does not hold the adviser’s licence.
- Family office
- A private office licensed to serve one family (single) or more than one family (multiple) under the 2026 Family Office Rules. It is not the section 79B private-wealth framework and not a CIS manager.
- Custodian
- A person who safekeeps assets. CIS custody, non-CIS custody, remote-custodian recognition and virtual-asset custody are different papers.
- CIS manager
- The person licensed to manage a collective investment scheme under the Securities Act. An assets-management letter over separate client accounts is not this permission.
- Management company
- A Financial Services Act section 77 licensee that provides corporate and trustee services as a business. It is not a Global Business Licence and not a nominee approval.
- Nominee company
- A company approved under Financial Services Act section 78 to hold securities or assets as nominee. The approval is not a management licence.
- Reporting issuer
- A person registered under Securities Act section 86 because of a public securities position. Registration is not an activity licence to deal, advise or manage.
- Fit and proper
- The Commission’s assessment of the honesty, competence and financial soundness of an applicant and of its officers. A company name does not settle it.
- Global treasury
- Part II of the Second Schedule: at least three listed treasury services to at least three related corporations. It is not ordinary Part I treasury management and not a bank.
- Headquarters administration
- Part III of the Second Schedule: at least three listed headquarters services to at least three related corporations. It is not a Global Business Licence.
- Payment Service Provider
- A Bank of Mauritius permission under the National Payment Systems Act. It is not the FSC’s Payment Intermediary Services licence.
- Virtual asset
- A digital representation of value under VAITOS. Virtual-asset business classes are not ordinary securities licences and not the unresolved FS-1.14 directory row.
- Spot commodity
- Physical or promptly deliverable commodities traded on a spot basis under the 2024 Spot Commodity Rules. The market is not a securities exchange; a representative is not the broker.
- Protected cell company
- A company with cells whose assets and liabilities are segregated as the Protected Cell Companies Act provides. A cell is not, by default, a separate licensee.
- Self-regulatory organisation
- A body recognised or declared under Financial Services Act section 33. Recognition is not an activity licence for the members’ businesses.
- Financial Services Act
- The 2007 Act under which most FSC activity licences, global business, management companies and several dedicated licences are granted. The licence letter is still the book.
- Securities Act
- The Act governing securities exchanges, dealers, advisers, reporting issuers, CIS authorisation and related functionaries. It is not the Financial Services Act activity list.
- Banking Act
- The Act under which the Bank of Mauritius licenses banks and non-bank deposit-taking institutions. An FSC activity letter is not a banking licence.
- Prima facie
- At first sight. Companies Act section 93 treats the share-register entry as prima facie evidence that legal title is vested in the registered holder.
- Notwithstanding
- Despite another provision. The words that follow apply even where an earlier rule would point the other way.
- Pro rata
- In proportion. On a pre-emptive offer, shares are apportioned as far as possible according to the shares the offerees already hold.
- Inter vivos
- Between living people. A trust set up in the settlor’s lifetime, rather than one that takes effect on death.
- Mutatis mutandis
- With the changes the context requires. The same rule is read across, adjusted to the new situation.
- Bona fide
- In good faith. The person is acting honestly for the purpose the rule describes.
- Call
- A demand for money still unpaid on a share. The Fourth Schedule to the Companies Act sets the notice and the interest ceiling.
- Lien
- A right to hold property until a debt is paid. A company’s lien over shares, where the constitution or the Act gives one, is security for what is unpaid.
- Pledge
- Security over shares that does not make the lender the owner. Companies Act section 86.
- Forfeiture
- Loss of a share for failure to pay a call, after the further notice in the Fourth Schedule.
- Subscriber
- A person who agrees to take shares. On incorporation, that includes each person named as a shareholder in the application.
- Transferee
- The person to whom a share is transferred. Under Companies Act section 49, the transfer takes effect when the name is entered on the share register.
- Ordinary resolution
- A decision passed by a simple majority of the votes of shareholders entitled to vote and voting. Companies Act section 104.
- Share register
- The register kept under Companies Act section 91. Legal title to a share follows the entry, and section 93 makes that entry prima facie evidence of title.
- Treasury shares
- Shares a company holds in itself under Companies Act section 72. Section 73 suspends the rights on those shares while the company holds them.
- Financial assistance
- Help given by a company in connection with the purchase of its own shares. Sections 81 and 82 govern when that help is allowed.
- Fiduciary
- A person who must act for someone else and not for their own benefit. A trustee is a fiduciary.
- Delict
- A civil wrong that is not a breach of contract. Where the Trusts Act preserves a claim in delict, that claim sits outside the trust’s own enforcement route.
- Curator
- The officer appointed under the Curatelle Act. The Companies Act calls on that officer for some property and filings of a person under curatorship.
- Instrument
- A formal document that creates or records a legal relationship. In the Trusts Act, the trust instrument is the writing that constitutes the trust.
- Distribution
- A transfer of money or property by a company to a shareholder in that capacity. Companies Act section 2. A dividend is one kind of distribution.
- Par value
- A nominal amount attached to a share. Section 47 makes no par value the default. The Fourteenth Schedule allows par value for a Global Business Licence or an Authorised Company.
- No par value
- A share with no nominal amount. Companies Act section 47: shares created or issued after the Act commenced are shares of no par value, subject to the stated exceptions.
- Class of shares
- A group of shares whose rights differ from another group. Section 46(4) allows different classes. Changing those rights is section 114.
- Subsidiary
- A company controlled by another in one of the ways Companies Act section 3 describes. The other company is then its holding company.
- Holding company
- A company that has a subsidiary. Companies Act section 3 looks at control of the board, the votes, or the shares, not at a group’s trading name.
- Private company
- A company registered as private and carrying the limits in Part XXI of the Companies Act. A small private company is a narrower test in section 2.
- Public company
- A company that is not a private company. Companies Act section 21. Sections 132 and 133 add director and secretary rules that a private company does not automatically share.
- Proxy
- A person appointed to attend and vote for a shareholder at a meeting. The appointment has to meet the meeting rules in the Act.
- Ordinarily resident
- Living in Mauritius in the ordinary course, rather than on a short visit. Companies Act section 132 requires at least one director who is ordinarily resident in Mauritius. An Authorised Company is not subject to that residence rule.
- Limited by guarantee
- A company whose members undertake to contribute a capped amount if it is wound up. Companies Act section 21 allows a company to be limited by shares, by guarantee, by both, or unlimited.
- Major transaction
- Companies Act section 130: an acquisition, a disposition, or a commitment worth more than 75 per cent of the company’s assets before the transaction. The company must not enter it unless the shareholders approve it by special resolution, or the contract is conditional on that approval. A transaction of the same kind worth more than half the assets, and not more than 75 per cent, needs an ordinary resolution.
- Constitution
- The document that sets a company’s own rules, including rights attached to shares and how some decisions are made. Companies Act section 39 allows a company to have none. Section 41 then applies the rights, powers, duties and obligations set out in the Act. Section 42 describes what counts as the constitution when there is one.
- Retained earnings
- Profits the company has kept in the business. Companies Act section 63 requires a dividend to be paid out of retained earnings after accumulated losses at the start of the accounting period have been made good.
- Debenture
- A written acknowledgement by a company of a debt, including a bond or an unsecured note. Companies Act section 2. An ordinary invoice for goods or services is not a debenture.
- Registered office
- The Mauritius address on the register of companies to which notices may be sent and at which proceedings may be served. The company displays its name and the words “Registered Office” at that place. Companies Act section 187.
- Amalgamation
- Two or more companies continuing as one company, which may be one of them or a new company. Companies Act section 244. Inside a wholly-owned group, section 247 allows a short form approved by the boards. On the long form, each board certifies solvency and the shareholders approve by special resolution.
- Dormant company
- A company during a period in which no significant accounting transaction occurs. It may declare that status by special resolution and must tell the Registrar within 14 days. Companies Act sections 293 and 294.
- Foreign company
- A body corporate incorporated outside Mauritius that has a place of business in Mauritius or is carrying on business here, and is therefore within Part XXII of the Companies Act.
- Compromise
- An arrangement between a company and its creditors, including cancelling part of a debt or changing the terms on which a debt is payable. Companies Act section 253.