How to sell a company in Mauritius

First, which deal are you doing

There are two sales in Mauritius and they are constantly confused. In a share deal you sell the company itself: the buyer takes the BRN, the contracts, the staff, the licences and the accounts as they stand.

In a premises-and-goodwill deal — fonds de commerce — you sell the lease, the fittings, the stock and the trade name, and the company you own stays with you or is wound up.

Which one you are doing decides where you advertise, what tax arises, and what a buyer will pay. A company with nine people on payroll and two years of accounts is a share deal and should not be priced like a lease.

What a share transfer takes

The mechanics are lighter than most owners expect. There is no notaire required to move shares: a notaire's statutory work is deeds over immovable property.

• An instrument of transfer, signed. The company may not register a transfer without one.
• The board's approval, and the entry in the register of members.
• A certified copy filed with the Registrar of Companies.
• Beneficial-owner particulars lodged with the Registrar within 14 days.
• If the company itself owns land or buildings, registration duty and land transfer tax enter the picture and a notaire does too.

The tax question owners ask first

Mauritius does not charge capital gains tax on a share sale, and there is no withholding tax on the proceeds. Stamp duty on the transfer document is a flat fee measured in hundreds of rupees, not a percentage of the price.

The exception matters: if the company owns immovable property, a transfer of its shares can attract land transfer tax at 5% on the transferor. Ask your accountant where your property sits before you agree a price.

This is information and not advice. The figure that applies to your company is work for your accountant or an attorney, and we do not do it.

What a serious buyer will ask you for

Every buyer's adviser asks for the same file, and the owners who have it ready sell faster and argue less about price. Nothing here is unusual; it is simply the evidence that the company is what you say it is.

• Accountant-prepared or audited accounts, two years at least, three preferred.
• Tax returns and VAT position, and the CSG and NSF contributions for the staff.
• The register of members and directors, and the certificate of incorporation.
• Trade licences, sector permits, and the leases on every premises.
• The customer book, with an honest note on how much of turnover the largest customer represents.
• The answer to one hard question: what happens to this company in the six months after you stop coming in.

What it is worth, honestly

Nobody can tell you what your company is worth from a turnover figure alone. Buyers in Mauritius reason from maintainable profit, the assets in the company, how concentrated the customers are, and how much of the operation is you.

There are no published Mauritian benchmarks for share deals in SMEs, because there has never been a public market to build them from. Blue Mango is assembling them from its own Listings, and until there are enough we will say so instead of quoting a multiple.

If you want a documented indicative range now, the Price range report is Rs 4,500 and states its method and its limits. It is information, not a valuation, and a valuation is licensed work.

Who does what

Your accountant prepares and explains the figures. An attorney or a corporate-finance adviser drafts and negotiates the sale agreement. A notaire enters only where land is involved.

Blue Mango publishes the Listing and delivers enquiries. We never hold the sale money, never negotiate, and never give legal or valuation advice.

Discretion, which is the real worry

Most owners are not afraid of the price. They are afraid of their staff, their bank and their largest customer hearing that the company is for sale.

A Blue Mango Listing carries no company name, no address and no photograph of your premises. A buyer sends an enquiry with his name, country, buying entity and budget band, and you decide, one buyer at a time, who learns which company this is.

The registry line anyone can check

Your BRN is public. Any buyer, anywhere, can put it into the Registrar's online search and read back the company's status. That is also the first thing we check before a Listing is published.