How to start a Mauritius Business

The Companies Act defines a foreign company as a body corporate incorporated outside Mauritius.  All foreign companies which have a place of business or that are carrying on business in Mauritius must be registered foreign companies in Mauritius establishing or using a share transfer office or a share registration office in Mauritius or administering, managing, or dealing with property in Mauritius as an agent, or personal representative, or trustee, whether through its employees or an agent or in any other manner (§274(a)).

“Carrying on Business” in Mauritius

A foreign company will not be required to conduct business in Mauritius simply because in Mauritius (§274 (b)):

• is or becomes part of a legal proceeding or resolves a legal proceeding or a claim or dispute; 
• holds meetings of its directors or shareholders or performs other activities related to its internal affairs;
• maintains a bank account;
• make a property sale through an independent contractor;
• solicits or acquires an order that becomes a binding contract only if the order is accepted outside of Mauritius;
• create evidence of a debt or create a charge on the property;
• insures or collects any of your debts or enforces your rights in relation to the securities related to those debts;
• performs an isolated transaction that is completed within a 31-day period, which is not one of several similar transactions that are repeated from time to time; or
• invest your funds or own property.

Application Procedure

A foreign company cannot conduct business in Mauritius unless it has registered its name with the Registrar. The name, or altered name, cannot be one that, in the opinion of the Registrar, is not desirable, or is a name (or type of name) that the Minister has ordered the Registrar to not accept for registration unless Only written consent is allowed with the Minister. A foreign company cannot use any name other than the one registered in Mauritius (§275).

A foreign company is required (§283):

• visibly display your name and the place where it is formed or incorporated outside its registered office and all business places established by it in Mauritius (except in the case of a banking company);
• make your name and the place where it is formed or incorporated indicated in all its headings and letter paper and in all its notices, leaflets and other official publications; and
• where the responsibility of its members is limited, unless the last word of its name is the word "Limited" or "Limitée" or the abbreviation "Ltd" or "Ltée", notify this fact
• it shall be indicated in legible characters in each prospect issued by him and in all its headings, letter paper, notices and other official publications in Mauritius; and
• except in the case of a banking company, which will be displayed outside its registered office and in all business places established by it in Mauritius.

Registration and Requirements

Foreign companies are required to file with the Registrar, within one month, particulars of the following changes to (§278(1)):

• the constitution, charter, statutes, memorandum or articles or another instrument;
• the directors;
• the authorized agents or the address of the authorized agent;
• the situation of the registered office in Mauritius or of the days or hours during which the office is open and accessible to the public;
• the address of the registered office in its place of incorporation or origin;
• the name of the company; and
• the powers of any directors resident in Mauritius who are members of the local Board.

Foreign companies are also required to file a notice with the Registrar within one month of any increases in authorized share capital, which must include both the original amount as well as the increased amount (§278(2)).  Where a foreign company does not have share capital but increases the number of its members beyond the number registered with the Registrar then, again, it must within one month file a notice of the increase with the Registrar (§278(3)).

Foreign companies must also file copies with the Registrar of any orders made by a Court under any law in force in the country in which that foreign company is incorporated within one month of the order being issued (§278(4)).

Any foreign company with any share capital and shareholder(s) resident in Mauritius is required to keep a branch register for the purpose of registering shareholders resident in Mauritius, either at its Mauritius registered office or at some other place in Mauritius (§285(1)).  However, a foreign company need not keep a branch register until after the expiry of two months from the receipt of a written application by a shareholder resident in Mauritius for registration of his shares (§285(2)).  A branch register will be prima facie evidence of any matter directed or authorized to be inserted therein (§285(12)).  Furthermore, a certificate under the seal of a foreign company or started by a director of the company specifying any shares held by any shareholder of that company and registered in the branch register shall be prima facie evidence of the title of the shareholder to the shares and the registration of the shares in the branch register (§285(13)).  Foreign companies that are constitutionally prohibited from inviting the public to subscribe for shares are exempted from the requirement of having branch registers (§285(3)).

Within three months of its annual meeting of shareholders, a foreign company must file with the Registrar a copy of its balance sheet made up to the end of its last preceding accounting period.  This must be in such form and containing such particulars and be accompanied by copies of such documents as the company is required to annex, attach or send with its balance sheet (by law as applicable from time to time in the place of the foreign company’s incorporation or origin), along with a declaration certifying that they are true copies of the required documents (§281(1)).

Cessation of Business in Mauritius

Where a foreign company ceases to carry on or have a place of business in Mauritius, it must file a notice to that effect with the Registrar within 7 days of the date of the cessation.  The foreign company’s obligations to lodge any document (other than those that ought to have been filed prior to the notice), shall cease as from the date on which that notice is filed.  The Registrar shall remove the foreign company’s name from the register upon 3 months after the filing of the notice (§286(1)).

Should a foreign company go into liquidation or be dissolved in its place of incorporation or origin, the authorized agent in Mauritius must file or cause to be filed with the Registrar a notice to that effect within one month after the commencement of the liquidation or the dissolution (§286(2)).  Upon receipt of such notice from the authorized agent that the foreign company has been dissolved, the Registrar will then remove the foreign company’s name from the register (§286(5)).  Where a foreign liquidator is appointed, the authorized agent must also give notice of such appointment.  The foreign liquidator will have the powers and functions of a local liquidator until the Court appoints a liquidator for Mauritius (§286(2)).