Choosing a Business Structure

Choosing Your Business Structure

Understand the different business structures available in Mauritius

Selecting the right business structure is an important first step when starting a business.
Each structure offers different levels of liability, ownership flexibility, taxation impact, and regulatory requirements.

Below is a simplified guide to help you understand the structures administered by the Corporate and Business Registration Department (CBRD).

Individual Business

An Individual Business is a business owned and run by one natural person.
The owner operates the business in his own name or under a Business name.

Key Features

  • Full control by one person;
  • No separate legal personality;
  • The owner is personally liable for all debts and obligations;
  • Simple to start, low compliance requirements;
  • Taxed as personal income

Best suited for

Self-employed persons, small traders, freelancers, artisans, and professionals starting alone.

Company

A company is a business entity that has a separate legal personality, meaning it exists independently from its shareholders.

Key Features

  • Separate legal entity;
  • Limited liability for shareholders (liability usually limited to unpaid shares);
  • Can have one or more shareholders;
  • Perpetual succession (continues to exist even if owners change);
  • Compliance obligations (Filing of Annual Return & Financial Statements and payment of Annual Registration Fees);
  • Deemed to be registered under the Business Registration Act

Best suited for

Growing businesses, ventures requiring external investment, or those seeking limited liability protection.

Foundation

A foundation is a legal entity created to hold, manage, and protect assets according to the wishes of a founder.  It may be established for charitable purposes, non-charitable purposes or for both.

Key Features

  • Founder, Beneficiaries, Secretary;
  • Separate legal personality;
  • Managed by a Council of members;
  • Used for wealth management, estate planning, philanthropy, or asset protection

Best suited for

Estate planning, private wealth management, charitable purposes, protection and long-term holding of assets.

 

Limited Partnership (LP)

A limited partnership consists of at least:

  • one general partner, who manages the business and has unlimited liability, and
  • one limited partner, who contributes capital and enjoys limited liability.

Key Features

  • Flexibility in management;
  • Only general partners manage the business (Unlimited Liabilities);
  • Limited partners do not take part in management (Limited Liabilities)

Best suited for

Investment funds, joint ventures, or businesses wanting flexibility with passive investors.

 

Limited Liability Partnership (LLP)

An LLP is a hybrid structure combining features of a partnership and a company.
It is a body corporate, meaning it has a separate legal personality.

Key Features

  • Separate legal entity;
  • Partners have limited liability;
  • Offers partnership-style flexibility in internal management;
  • Must have at least two partners;
  • Manager (To manage the affairs of the entity);
  • Suitable for professional service firms, consultants, or joint ventures requiring shared management

Best suited for

Professional practices (law firms, accountants, consultants, Auditors), joint ventures requiring limited liability but flexible internal structure.

Société

A société is created by two or more persons who agree to contribute to a common undertaking with the intention of sharing profits.
A société does not have separate legal personality unless it is a Société à Responsabilité Limitée (SARL) under specific rules. Common types include:
  • Société Civile
  • Société Commerciale

General Features
  • Unlimited Liability;
  • Formed by contract between partners (minimum two persons);
  • Partners share profits and losses according to their agreement;
  • Liability depends on the type of société (which can be full, joint, or limited);
  • Must be registered under the Business Registration Act (Société Commerciale only)
Best suited for Small groups of partners, family businesses, professionals, or ventures wishing to operate in a partnership format.