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Governance & Legal

Governance That Confers Credibility

Proper governance is not merely a regulatory formality, it is the foundation of a credible, sustainable international structure. Our board services and governance practice provides the qualified directors, secretarial support, and legal documentation that distinguishes a genuine structure from a shell.

Overview

Why Governance Matters More Than Ever

International tax authorities, banking partners, and commercial counterparties increasingly scrutinise the governance of offshore and international structures. A GBC or AC with qualified resident directors, proper board meeting documentation, and a demonstrable decision-making trail is in a fundamentally different position to an entity with nominee directors and a blank minute book.

Aurevya provides qualified, experienced directors who actively participate in governance, understand the Mauritius regulatory environment, and can represent the company's interests credibly when engaging with the FSC, banking institutions, or counterparties in commercial transactions. These are not passive nominees, they are engaged professionals who contribute meaningfully to the entity's governance record.

Our company secretarial team handles the full administrative burden of corporate maintenance, from board packs to statutory filings, from resolution drafting to FSC notifications. The result is a governance function that operates seamlessly in the background, providing the documentation trail and regulatory compliance that protect the client's structure in all circumstances.

Qualified
Resident Directors
Experienced professionals with deep knowledge of the Mauritius regulatory environment who actively participate in the governance of each entity they serve.
Full
Secretarial Service
Comprehensive company secretarial support, board packs, minutes, resolutions, statutory filings, and FSC notifications managed throughout the year.
FSC-Compliant
Governance Frameworks
All governance arrangements are structured to satisfy the FSC's substance and management requirements for licensed entities, providing regulatory confidence.

What We Provide

Key Features of Our Board & Governance Service

Qualified Resident Directors
Aurevya provides experienced Mauritius-resident directors who meet the FSC's requirements for management and control. Each director actively reviews board materials, participates in governance decisions, and maintains a personal understanding of the entity's affairs.
Board Meeting Coordination
We coordinate and facilitate board meetings, whether in-person in Mauritius or by approved remote means, preparing agendas, circulating board packs, and ensuring that meetings are properly constituted and documented in accordance with the company's Articles.
Minute & Resolution Drafting
All board minutes, written resolutions, and ancillary governance documents are drafted professionally by our secretarial team, creating the documented decision-making trail that is essential for substance demonstrations and bank relationship maintenance.
Statutory Filings
All statutory filings with the Registrar of Companies and the FSC, annual returns, notifications of changes, licence renewals, and ad hoc submissions, are managed by Aurevya on behalf of the entity, with all deadlines tracked and met systematically.
Legal Documentation
Our legal team prepares the full suite of corporate documents required over the life of the entity, from shareholders' agreements and subscription documents to powers of attorney, intercompany agreements, and amendments to constitutional documents.
Corporate Maintenance
The ongoing maintenance of statutory registers, corporate minute books, share registers, and all other statutory records required under the Companies Act 2001 and FSC conditions is managed by Aurevya's secretarial team as part of the annual governance service.

Process

How It Works

01
Governance Assessment
We review the entity's existing governance arrangements, or design the governance framework from scratch for new entities, ensuring that the structure of the board, the distribution of responsibilities, and the documentation framework meet FSC requirements and best practice standards.
02
Director Appointment
Qualified Aurevya directors are formally appointed through the appropriate statutory process, with all required FSC notifications, Registrar filings, and constitutional amendments completed by our secretarial team at the point of appointment.
03
Secretarial Setup
We establish the company's governance infrastructure, statutory registers, minute book, compliance calendar, and document management system, ensuring that the entity starts its operational life with a properly organised and maintained corporate record.
04
Ongoing Board Coordination
Aurevya manages the board meeting cycle throughout the year, setting the governance calendar, preparing meeting materials, conducting meetings, and distributing minutes, ensuring that the entity's governance record is complete and defensible at all times.
05
Regulatory Compliance Monitoring
Our team monitors the regulatory landscape and FSC guidance on an ongoing basis, providing timely advice to clients on changes that may affect their entity's governance obligations and implementing any necessary adjustments proactively.

Common Questions

Frequently Asked Questions

The FSC requires that a GBC have at least two directors resident in Mauritius, a requirement designed to ensure that genuine management and control of the entity is exercised from within the jurisdiction. This is a core element of the substance requirements that must be satisfied for the GBC to maintain its licence and to credibly claim the benefits of Mauritius's tax treaties. Beyond regulatory compliance, resident directors also provide the banking credibility and FATF-alignment that banks require when conducting due diligence on international structures.
A qualified director in the Mauritius context is an individual who is resident in Mauritius, has relevant professional qualifications and experience in financial services, corporate governance, or a related field, and is capable of actively contributing to the board's decision-making rather than simply executing instructions from abroad. The FSC expects directors to have sufficient understanding of the entity's business to make informed governance decisions. Aurevya's directors are experienced professionals in the Mauritius financial services sector who meet these requirements in full.
A GBC is required to maintain: a statutory register of members, directors, charges, and debentures; a minute book containing records of all board and shareholder meetings; copies of all resolutions passed; accounting records and financial statements; KYC documentation for all relevant parties; AML/CFT programme documents; and all correspondence with the FSC and MRA. These records must be maintained at the registered office in Mauritius and be available for inspection by the FSC at any time. Aurevya's secretarial team manages all statutory records as part of the ongoing corporate maintenance service.
Board meetings must be held with a quorum of directors present, either physically in Mauritius or by approved remote means (video conference is widely accepted). The FSC expects that a meaningful proportion of board meetings are held in Mauritius, reinforcing the substance of management and control within the jurisdiction. Aurevya coordinates all logistics, prepares and distributes board packs in advance, facilitates the meeting, and prepares comprehensive minutes promptly following each meeting, creating a governance record that is complete, professional, and FSC-compliant.
Aurevya's legal and secretarial teams prepare a comprehensive range of corporate documentation over the life of an entity, including Articles of Association and amendments thereto, shareholders' agreements, subscription and transfer agreements, share certificates, powers of attorney, intercompany loan agreements, service agreements, board and shareholder resolutions, and all statutory forms required for filings with the Registrar of Companies or the FSC. For more complex legal matters, we work with our network of qualified Mauritius legal practitioners.

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