MAURITIUS: An Introduction to Corporate/Commercial

Following the election of the new government in November 2024, substantive legislative reforms are under consideration, with particular focus on constitutional amendments, economic restructuring, increased government transparency and strengthened law enforcement, while other initiatives have already materialised into the enactment of new statutes and amendments to existing legal frameworks.

In line with the government’s vision, the Law Reform Commission, in its 2025–2026 Program of Review, Reform and Development of the Law, stated that it will undertake a review of legislation affecting commercial transactions, corporate governance and financial services. Its underlying objective is to foster legal certainty, reduce regulatory burdens and enhance the attractiveness of Mauritius as an international business and investment hub with special emphasis on removing ambiguities, simplifying processes and ensuring compatibility with international commercial standards.

Through its Program of Review, the Law Reform Commission seeks to achieve the following outcomes among others: legislation that is clear, accessible and user-friendly, thereby enhancing public trust in the legal system and encouraging civic literacy; legal reforms that better reflect the realities and aspirations of a modern and plural society, balancing tradition with transformation; and a robust legal infrastructure that facilitates cross-border co-operation, legal harmonisation and economic integration, consistent with Mauritius’ global positioning.

In December 2025, the Prime Minister launched the national consultations on Vision 2050, which are scheduled to span over a period of four months from January to April 2026. These consultations represent a long-term strategic planning exercise aligned with the Government Programme 2025–2029, to lay the foundations for uplifting the country from an upper-middle-income to a high-income country with an inclusive and sustainable agenda.

In the meantime, artificial intelligence continues to gain prominence. In August 2025, the Minister of Information Technology, Communication and Innovation announced that new digital regulations would be introduced. Key regulatory measures will include, among others: the amendment of the Electronic Transactions Act to incorporate blockchain-enabled Electronic Transferable Records for international trade; the implementation of an e-commerce framework to register and license online sellers with verified operators; and the revision of data protection laws to align with EU’s GDPR, including regulations on data protection officers and e-privacy.

During the same period, several legislative changes were enacted through the Finance Act 2025. Notably, the Companies Act 2001 was amended with a view to ensuring that companies incorporated prior to August 2025 are afforded time until 30 June 2026 to keep a record of their beneficial owners or ultimate beneficial owners and to comply with the requirements of the law.

Consequential amendments were also made to the Bills of Exchange Act to insert a new Part IA (Electronic Bills of Exchange), providing for the formal legal recognition of electronic bills of exchange. The new Part includes provisions governing the validity, control and possession of electronic bills, as well as the criteria for system reliability, procedures for endorsement or amendment, and the conversion between electronic and paper formats. Furthermore, it empowers the Minister to make corresponding regulations.

Another significant amendment introduced to the Courts Act concerns the statutory time limit for determining applications for leave to apply for judicial review. While this limitation of time is specific to the leave stage of the judicial review application process, the courts are nonetheless encouraged to exercise celerity and diligence in the delivery of all judgments.

On 27 June 2025, the Commercial Division of the Supreme Court adopted a pro-arbitration stance in the matter of Desai v Ministry of Public Infrastructure & Another [2025] SCJ 277. The court held that since the contract agreement governing the relationship between the parties contained an arbitration clause, the jurisdiction of the court is ousted based on the terms and conditions of the contract and the parties need to resolve their disputes via an arbitration process.

On 23 September 2025, the Supreme Court of Mauritius granted its first anti-suit and anti-anti-suit injunction in the matter of SBM Africa Holdings Ltd v S Khimji [2025] SCJ 445. In 2017, the applicant entered into a Share Purchase Agreement (SPA) with Sultan Khimji and the latter’s investment company for the acquisition of shares in Fidelity Commercial Bank Ltd, Kenya. The SPA contained an arbitration clause mandating disputes to be resolved by international arbitration. However, the respondent initiated proceedings in Kenya in breach of the arbitration agreement and sought to join the applicant to those proceedings. The Supreme Court had to decide whether to grant an anti-suit injunction restraining the respondent from litigating in Kenya in breach of the arbitration clause, and an anti-anti-suit injunction to prevent countermeasures that could obstruct arbitration.

The court reaffirmed that it has discretionary and equitable powers to protect the parties’ right to arbitrate under the International Arbitration Act. It held that the arbitration clause in the SPA was wide enough to cover the present dispute, that SBM acted promptly, and that multiple proceedings in Kenya would be vexatious and oppressive. The court had initially issued an interim anti-suit and an anti-anti-suit injunction to prevent the respondent from breaching the arbitration agreement and from initiating an anti-suit injunction before another forum (an anti-anti-suit injunction). Both the anti-suit injunction and the anti-anti-suit injunction were made interlocutory. The respondent was also ordered to pay costs on an indemnity basis on account of the principle that the court would usually allow costs on an indemnity basis where there had been proceedings entered in breach of an arbitration clause.

With the government’s programme and vision for the coming years, more changes in the law and structure of the courts are contemplated. The shift toward specialised tribunals (for instance, the Revenue Appeal Tribunal) and the Supreme Court’s robust pro-arbitration stance signals a new era of judicial celerity and legal certainty. These legislative frameworks provide the necessary infrastructure to balance modern digital innovation with the traditional principles of the rule of law.