Due diligence: buying a business in Mauritius

You are buying the past, not the shop window

The buyer’s only protection is simple: every claim the seller makes becomes a document you have seen, or a question you asked and had answered in writing. Anything you cannot verify, you either price or you walk away from.

A share deal has no deposit of trust to fall back on. The company’s debts, staff seniority and licence history travel with the shares to whoever holds them next.

Start with the registry, because it is public

Before any meeting, put the company’s BRN into the Registrar’s online search. Status, directors, registered office and any charges over the company’s assets come back in minutes, and none of it costs anything to see.

A company struck off, mid-way through a director dispute, or carrying a bank charge over everything it owns tells you in ten minutes what an hour of meetings would not have.

The accounts, in five questions

You are not auditing the accounts — that is licensed work, done by an accountant. You are deciding whether the numbers behind the asking price survive these questions.

• Normal-year profit. What the company earns once the owner’s own drawings, the personal car and one-off items are set aside.
• Customer concentration. What the two largest clients are worth in turnover, and whether either of them has a signed contract.
• Debtors and stock. How much of the claimed turnover is still unpaid, and how old it is.
• Related-party balances. Director loans in, dividends out, family members on payroll who do not appear at the premises.
• Tax position. Whether VAT registration is current, returns are filed, and any arrears exist — because in a share deal the company’s tax history transfers with the company.

What a share deal passes to you, automatically

Employees transfer with their seniority. A founder who has run a company for twenty years carries accrued obligations that built up year by year, and those years do not reset because the shares changed hands. Ask for the payroll and the years of service, and count them.

Sector licences and trade permits are the second quiet item. A licence held in the company’s name usually survives a change of shareholder; one issued to the founder personally does not. Where licences decide whether the business can trade, this is where an attorney earns his fee.

The mechanics, so nothing surprises you at signature

The transfer itself is short. The long part is everything on either side of that half-hour: the conditions in the sale agreement, and what each side does before completion.

One tax can still arrive late in the negotiation. If the company owns land or buildings, a transfer of its shares can attract land transfer tax on the seller — worth knowing, because a seller facing it may move his price.

Eight questions to put to the seller

Ask them in this order. The last one matters more than the first.

• Why now, and why you would sell to me.
• What breaks in the first ninety days after I take over.
• Which customer, if he left, would change the price.
• Which supplier, bank or landlord needs to consent.
• What the last three years of VAT returns show against the accounts.
• Who knows the numbers besides you.
• What you would ask for if you were buying this company.
• What have I not asked that I should have.

What we verify, and what we do not

Every Blue Mango Listing goes live only after we have checked the company against the Registrar’s public record, and the seller has declared the sector, the reason for sale and a price he is prepared to defend.

We do not audit accounts, value companies or read tax filings. That work is licensed, and a marketplace that pretended otherwise would be the opposite of what this page is for. Ask for the documents; read them, or have them read.

Like every business on NanoCorp, Blue Mango is built and run end to end by AI agents, which is why a page like this is revised the day something on it goes stale.