Mémorandum
d'information
investisseur 2026

À propos de ce document

Avant d'aller plus loin — quelques précisions importantes sur le statut de ce document et la façon de le lire.

Confidentialité

Les documents sont fournis sur une base nominative. Toute redistribution à des tiers sans le consentement de l'émetteur n'est pas envisagée. La version complète du mémorandum, avec les chiffres financiers réels, est remise sur demande, après signature d'un accord de confidentialité (NDA).

Sommaire

1. 01Couverture1
2. 02Avis et sommaire2
3. 03Synthèse3
4. 04À propos de l'émetteur — commerce.mu4
5. 05Permis Investor — Investor Category5–6
6. 06Conditions de participation — exemple7
7. 07Processus — six étapes8
8. 08Cadre juridique9
9. 09Risques et avertissements10–11
10. 10Contact et prochaines étapes12

The proposal in brief

The Investor Permit programme of the Republic of Mauritius — for families considering an additional jurisdiction in a stable island economy.

What

The Investor Permit (Investor Category) is an immigration document issued by the Economic Development Board of Mauritius (EDB). It combines a residence permit, the right to operate as a shareholder or director of a Mauritian company, and baseline options for family members.

How

Through an investment in commerce.mu, an operating Mauritian technology company in the digital mobility and payments segment of the Indian Ocean region. The investor acquires a participation in the capital of the company, which serves at the same time as the economic basis for an application for an Investor Permit at the EDB.

Headline parameters

• EDB programme minimum. From USD 50,000 — set by the regulator as the minimum admissible amount for the Investor Category.
• Permit term. 10 years, renewable, subject to compliance with EDB conditions.
• Family. Dependants: spouse, children under 24 and, where applicable, parents (under EDB rules).
• Route to permanent residence. From three years of residence, subject to compliance with Mauritian immigration legislation.
• The permit decision. Taken by EDB Mauritius; the company provides the corporate documents and supports the process, but does not take immigration decisions.

commerce.mu

A Mauritian technology company operating in the digital mobility and payments segment of the Indian Ocean region.

Profile

The issuer is a Mauritian private company incorporated under the Mauritius Companies Act 2001. Registration and operating activity take place in the Republic of Mauritius. The segment is digital mobility and payment services for the Indian Ocean region: Mauritius, Seychelles, Madagascar, Réunion and South Africa.

Flagship product — DodoGo.mu

An operating taxi service on the territory of Mauritius. It comprises the passenger Booking app, the Driver app, an AI-based dynamic pricing module, a partner network of drivers and a 24/7 dispatch system.

• Distribution: App Store and Google Play.
• Interface languages: English, French, Russian.
• Operating hours: round-the-clock, every day of the week.
• Business model: a commission on each ride, in partnership with the driver network.

Regulation

The issuer is regulated by the Mauritius Companies Act 2001; tax and currency matters are regulated by the Mauritius Revenue Authority and the Bank of Mauritius respectively. Corporate documents (M&AA, the shareholders' register, registry extracts) are prepared in the format required by EDB Mauritius for an Investor Permit application.

Investor Category

What the Investor Permit is, who issues it, on what conditions and which documents the regulator requests. Baseline facts, without promises as to timing or approval.

What it is

The Investor Permit (Investor Category) is an immigration document issued by the Economic Development Board of Mauritius (EDB) under its programmes to attract foreign investment. It combines three elements: a permit to reside in the Republic of Mauritius, an authorisation to conduct business activity as a shareholder or director of a Mauritian company, and related rights for family members.

Term and renewal

The term of the permit is 10 years, renewable. Renewal is granted by the EDB on confirmation that the investor and the company continue to meet the criteria of the programme. The specific renewal conditions are set out in EDB materials.

Family members (dependants)

• The spouse of the principal applicant.
• Children under 24 (subject to evidence of student/dependant status — under EDB rules).
• In certain cases, the applicant's parents (on terms determined by the EDB).

Baseline conditions for the principal applicant

• An investment in a Mauritian company in an amount of not less than the minimum set by the programme.
• Acquisition of shareholder and/or director status in that company.
• Compliance with EDB requirements as to KYC, source of funds and corporate structure.
• Absence of any circumstances precluding entry under Mauritian immigration legislation.

Documents for the EDB

The standard set of documents requested by EDB Mauritius for an Investor Permit application. The list is indicative; the final requirements are confirmed at the point of submission.

From the applicant — personal file

• A copy of a valid passport (principal applicant and all dependants).
• Police Clearance — from the country or countries of residence over the previous several years.
• A medical certificate in the prescribed form.
• KYC documentation on the source of the funds invested (bank statements, documents on the origin of the capital).
• A bank statement evidencing the transfer of the investment to the Mauritian company's account.
• Documents evidencing family ties for dependants (marriage and birth certificates, and so on).

From the company — corporate file

• Certificate of Incorporation and Memorandum & Articles of Association.
• An up-to-date extract from the Mauritian companies registry.
• The shareholders' register reflecting the investor's participation following registration of the transaction.
• The Subscription Agreement and associated corporate resolutions.
• Confirmation of the receipt of the investor's funds to the company's corporate account.

Parameters — example

An illustrative structure of participation. Specific commercial terms are agreed individually and are recorded in a Subscription Agreement.

Programme minimum

USD 50,000 is the minimum investment amount set by EDB Mauritius for the Investor Category. It is the lower bound of the programme, not an indicator of a "fair" stake in any given company. The actual investment amount and the corresponding share package are agreed separately.

Structure of the participation

A shareholding in the Mauritian technology company. The investor acquires a participation in the capital and is entered into the shareholders' register. The available options — ordinary shares, preferred shares with protections, convertible instruments — are discussed under NDA.

Standard protections in the SPA

• Anti-dilution. Protection of the participation against dilution in subsequent capital raises on the agreed terms.
• Board Observer. A right to attend meetings of the board of directors (without voting rights, with access to materials).
• Reporting. Regular management and financial reporting in the agreed format and at the agreed frequency.
• Right to an independent audit. The right to initiate an audit at the investor's cost where there are reasonable grounds to do so.
• Pre-emptive rights. A pro-rata preferential right to participate in future rounds.

The final scope and content of the protections depend on the size of the investment, the class of shares acquired and the overall configuration of the transaction.

Six stages

A typical sequence of work with an investor — from first contact to submission of documents to EDB Mauritius. Timings are stated as "typical practice"; the actual schedule depends on the readiness of the investor's documents and the current workload of the regulator.

1. Introduction and NDA An initial meeting, a discussion of the investor's objectives and the signing of a non-disclosure agreement. After NDA — access to the full version of the information pack with actual financial figures.
2. Due diligence — mutual The company performs KYC on the investor and verification of the source of funds. The investor performs DD on the company: corporate documents, operating reports, legal opinions and materials on DodoGo.mu and related projects.
3. Subscription Agreement Agreement of commercial terms: amount of investment, participation, share class and protections. Signing of the SPA and ancillary corporate documents.
4. Transfer of funds Transfer of the investment to the corporate account of the Mauritian company on the agreed schedule. Confirmation of receipt of the funds by way of a bank statement for the subsequent EDB submission.
5. Registration of the participation Entry of the investor into the shareholders' register of the Mauritian company, issuance of a share certificate, and updating of the corporate documents. At this stage the investor becomes a shareholder as a matter of law.
6. Submission to EDB Mauritius Assembly and submission of the complete file to the Economic Development Board. Support for the communications with the EDB through to the decision. The decision is taken by the EDB; the company supports the process.

The legal perimeter

The instruments by which the investor's rights are recorded, the law applicable to the transaction and the forum for the resolution of disputes.

Subscription Agreement (SPA)

An individual agreement between the investor and the Mauritian company. It records the amount and form of the investment, the class of shares acquired, the protections and the manner of interaction following closing. The SPA is prepared as the outcome of individual negotiations — there is no single template document for all investors.

Governing law

The law of the Republic of Mauritius applies to the transaction, in particular the Mauritius Companies Act 2001 — the principal corporate statute governing Mauritian companies, the rights of shareholders, the issue and transfer of shares and corporate governance.

Dispute resolution — MARC Arbitration

The Mauritius International Arbitration Centre (MARC) is the institutional arbitration centre at the Mauritius Chamber of Commerce and Industry. Arbitration at MARC is the standard mechanism for the resolution of commercial disputes in Mauritian corporate transactions. Its advantages include a neutral jurisdiction, English-language proceedings and the enforceability of arbitral awards in the States party to the New York Convention 1958.

What is recorded at the contractual level

• Anti-dilution. The mechanism for the protection of the investor's participation in subsequent rounds.
• Board Observer. Access to meetings of the board of directors and to materials.
• Information rights. The agreed scope and frequency of reporting.
• Pre-emptive rights. A preferential right to participate in future rounds.
• Tag-along / drag-along. Joint-exit mechanisms — to be discussed.
• Reps & warranties. The issuer's representations and warranties in relation to the company.

Legal status

Disclosures and reservations required for a document of this kind. They should be read in full — this is not "small print formality", but a material part of the information pack.

The issuer

The issuer under the programme is commerce.mu — a Mauritian private technology company incorporated under the Mauritius Companies Act 2001 (Republic of Mauritius).

Legal nature of the document

• Not a public offer. This document does not contain all the essential terms of a contract and does not express the issuer's intention to contract with any person who responds. Any transaction is entered into individually, on terms agreed in the SPA.
• Not an offer of securities. The programme is not an issue or a public offering of securities. The acquisition of a participation in a Mauritian private company is governed by the law of Mauritius.
• Not an investment recommendation. The information in this document is not an individual investment recommendation. Any decision is taken by the reader independently, with the assistance, if needed, of independent advisers (legal, tax, investment).
• Processing of personal data. Where materials are requested from the company and where contact is made with the company, personal data are processed in accordance with the Privacy Policy published on commerce.mu.
• Advertising. Where this material is distributed in any jurisdiction that requires advertising marking, the relevant local rules are complied with.

Audience

The document is addressed to persons of full age (18+) holding qualified investor status under the applicable rules of their jurisdiction, or an equivalent status in another jurisdiction. Distribution among non-qualified investors is not contemplated.

Material risks

Every investment in a private company carries risk. The principal categories to be taken into account by an investor are set out below.

Risk of loss of investment

An investment in a private Mauritian company carries the risk of partial or total loss of the funds invested. Participations in private companies are illiquid: exit is achieved through a sale to another investor, a buy-back by the company, or liquidation procedures, on the terms of the SPA and Mauritian corporate law.

Regulatory risk — Investor Permit

The decision to grant or renew an Investor Permit is taken by EDB Mauritius independently. The issuer and its advisers ensure the quality and completeness of the submitted file, but they do not guarantee a positive decision. An EDB refusal is possible, including for reasons that do not depend on the investor or on the company.

No forecast of return

This document does not contain forecasts of return, promises of the return of the funds invested, or guarantees of any kind as to the financial outcome of the investment. All information in the document is illustrative.

Other risks

• Currency risk. The investment is denominated in USD; movements in the USD exchange rate against other currencies may affect the purchasing power of the funds invested.
• Market risk. The issuer's activity in digital mobility is exposed to competitive, technological and regulatory change in the countries of operation.
• Jurisdictional risk. Changes in the legislation of the Republic of Mauritius, in tax rules or in the immigration requirements of the EDB may affect the conditions of the programme.
• Operational risk. Execution of the issuer's business plans depends on performance by the management team, the availability of personnel and the technological infrastructure.
• Tax risk. The tax consequences of the investment in the investor's country of residence and in Mauritius depend on individual circumstances; consultation with a tax adviser is recommended.

Governing law and dispute resolution

The law of the Republic of Mauritius applies to the transaction and to this document. Disputes arising out of or in connection with the investment are subject to resolution at the Mauritius International Arbitration Centre (MARC) under its rules.

Next steps

If the structure of the programme is of interest, a short route to the full version of the information pack and to an individual consultation is set out below.

Full information pack

The full version, with actual financial figures, DodoGo.mu operating statistics and forecast models, is provided on an addressed basis — following an initial meeting, confirmation of qualified investor status and the signing of an NDA. A short note to the address below with some brief information about yourself is sufficient to request it.

Channels

• Email. support@commerce.mu — for requests for the full version of the information pack and for materials under NDA.
• WhatsApp / Telegram. Contact details are published on commerce.mu under "Contact".
• Site web. commerce.mu — pour organiser une consultation, demander un rappel ou télécharger des matériaux d'information.

Helpful preparation before the meeting

• Formulate the objectives: an additional jurisdiction, tax planning, family relocation, regional access — the combination of objectives drives the configuration of the transaction.
• Prepare baseline information on the structure of your capital and source of funds — this accelerates KYC at the DD stage.
• Where appropriate, invite to the meeting the tax or legal adviser with whom you usually work.