Incorporation of a Company
To Register a Company
- Incorporation of companies can be effected either online or by submitting the required documents at the office of the Registrar of Companies.
- For online incorporation please register with the Mauritius Network Services on the following Link:
MNS Portal
Incorporation of a Domestic Company
Domestic Company
- A Domestic Company is a company incorporated under The Companies Act 2001 that has its main business operations carried in Mauritius
Who can apply for Incorporation of a Domestic Company
- A Director,Secretary, Shareholder or authorised representative of the Company
Incorporation of a Domestic Company
- Company Name – Name should not be identical to existing names
- Company Address – Registered office address
- Director – Must have at least one (1) resident director
- Shareholder
- Must have at least one shareholder
- for corporate shareholder to provide letter for authorised signatory,
- Declaration of Beneficial Owner
- In case of indirect ownership to provide structure chart
- Secretary
Every company which for a continuous period of 6 months has been a one person company shall nominate a person to be the secretary of the company
- Documents needed
- Application for Incorporation (F1)
- Signed consent of director (F7)
- Signed consent of shareholder (F9)
- Signed consent of secretary (F8)
- Constitution (if any) – to provide legal certificate
- Proof of Address (At least one resident director)
- Copy of Passport for Non-Citizen
- In case there are no local resident, an investor’s permit delivered by the EDB
- If applicable, a structure chart with percentage ownership in the Company
Note: In case, the company is limited by guarantee or limited by both shares and guarantee, the name and details of member (F10) and a constitution (with a legal certificate) should be included.
Applicant is required to fill the following details in order to be issued with a Business Registration Card
- Business Name, if any
- Address of Principal place of business
- General nature of business
- Proposed date of Business
- Work force at time of application
- Contact details
Where the Application is compliant:
- A Certificate of Incorporation is issued
- The particulars of the company are entered in the Register of the Registrar of Companies.
- A unique company number is generated
- No Incorporation Fees is applicable
Registration of Domestic Foreign Company (Section 276 of the Companies Act 2001)
- To check if company is under Hague convention (Documents should be apostilled)
- Must check the availability of name before carrying on business
- Must submit:
- a duly authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin or a document of similar effect;
- a duly authenticated copy of its constitution, charter, statute or memorandum and articles or other instrument constituting or defining its constitution;
- a list of its shareholders, including the name of any beneficial owner, in its place of incorporation, together with all information required under section 91 (3)(a)(ii)
- a list of its directors containing similar particulars with respect to directors as are, by this Act, required to be contained in the register of the directors, managers and secretaries of a company;
- where the list includes directors resident in Mauritius who are members of the local Board of directors of the company, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors;
- a memorandum of appointment or power of attorney under the seal of the foreign company or executed on its behalf in such manner as to be binding on the company, stating the names and addresses of 2 or more persons resident in Mauritius, not including a foreign company, authorised to accept on its behalf service of process and any notices required to be served on the company;
- notice of the situation of its registered office in Mauritius and, unless the office is open and accessible to the public during ordinary business hours on each day, other than Saturdays and public holidays, the days and hours during which it is open and accessible to the public; and
- a declaration made by the authorised agents of the company.
A fee of Rs 300 is applicable for the Signed Certificate of Registration
Incorporation of Variable Capital Company (VCC)
- Company Name – Name should not be identical to existing names
- Company Address – Registered office address
- Director – Must have at least 2 resident directors
- Shareholder
- Must have at least one shareholder
- for corporate shareholder to provide letter for authorised signatory
- Declaration of Beneficial Owner & in case of indirect ownership to provide structure chart
- Be administered by a Management Company
- Keeps and maintains its principal bank account in Mauritius
- Can be used for providing financial services: Fund, Management, Insurance, Broker, Investment dealer
- Secretary – Must have one secretary
- Documents needed
- Company will be incorporated subject to approval of FSC
Fees Payable
| FEES PAYABLE | MUR |
| Private Company | Free |
| Public Company | Free |
| Summary of the file | 100 |
| Electronic Certificate | Free |
| Signed Certificate of Incorporation (upon request) | 300 |
Global Business Activity
A Global Business Company (GBC) in Mauritius is a company that has its main business operations carried from Mauritius, with persons who can also be non-resident.
Incorporation of a Company holding a Global Business License
- Company Name – Name should not be identical to existing names
- Company Address – Registered office address
- Director – Must have at least 2 resident directors
- Shareholder
- Must have at least one shareholder
- for corporate shareholder to provide letter for authorised signatory,
- Declaration of Beneficial Owner & in case of indirect ownership to provide structure chart
- Be administered by a Management Company
- Keeps and maintains its principal bank account in Mauritius
- Can be used for providing financial services: Fund Management, Insurance Broker, Investment dealer…
- Secretary – Must have a Secretary
- Documents needed
Note:
- In case, the company is limited by guarantee or limited by both shares and guarantee, the name and details of member should be included.
- A Constitution and legal Certificate also must be provided.
- Company will be incorporated subject to approval of FSC
Incorporation of a Foreign Company holding a Global Business License
- To check if company is under Hague convention (Documents should be apostilled)
- Must check the availability of name before carrying on business
- Must submit:
- A duly authenticated copy authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin or a document of similar effect;
- a duly authenticated copy of its constitution, charter, statute or memorandum and articles or other instrument constituting or defining its constitution;
- a list of its shareholders, including the name of any beneficial owner, in its place of incorporation, together with all information required under section 91 (3)(a)(ii)
- a list of its directors containing similar particulars with respect to directors as are, by this Act, required to be contained in the register of the directors, managers and secretaries of a company;
- where the list includes directors resident in Mauritius who are members of the local Board of directors of the company, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors;
- a memorandum of appointment or power of attorney under the seal of the foreign company or executed on its behalf in such manner as to be binding on the company, stating the names and addresses of 2 or more persons resident in Mauritius, not including a foreign company, authorised to accept on its behalf service of process and any notices required to be served on the company;
- notice of the situation of its registered office in Mauritius and, unless the office is open and accessible to the public during ordinary business hours on each day, other than Saturdays and public holidays, the days and hours during which it is open and accessible to the public; and
- a declaration made by the authorised agents of the company.
- Company will be incorporated subject to approval of FSC
Authorised Company
Incorporated under the Companies Act, the Authorised Company is a company that has its business activities and control & management outside Mauritius. Therefore, an Authorised Company is not considered as tax resident in Mauritius.
Incorporation for Authorised Companies:
- Company Name – Name should not be identical to existing names
- Company Address – Name Registered Office Address
- Director – Must have at least 1 director not necessarily resident
- Shareholder
- Must have at least one shareholder
- for corporate shareholder to provide letter for authorised signatory,
- Declaration of Beneficial Owner & in case of indirect ownership to provide structure chart
- At all times have a Registered Agent
- Can have corporate director
- Conduct business outside Mauritius
- Can carry out activities such as Investment Holding, International trade, Management and Consultancy
- Documents needed
- Company will be incorporated subject to approval of FS
Incorporation of Variable Capital Company (VCC)
- Company Name – Name should not be identical to existing names
- Company Address – Registered office address
- Director – Must have at least 2 resident directors
- Shareholder
- Must have at least one shareholder
- for corporate shareholder to provide letter for authorised signatory,
- Declaration of Beneficial Owner & in case of indirect ownership to provide structure chart
- Be administered by a Management Company
- Keeps and maintains its principal bank account in Mauritius
- Can be used for providing financial services: Fund, Management, Insurance, Broker, Investment dealer
- Secretary – Must have one secretary
- Documents needed
- Company will be incorporated subject to approval of FSC
- Incorporation fees payable for:
- Companies holding a Global Business License – Rs 3200
- Authorised Company USD 100
- Incorporation fees payable for:
Documents to be submitted:
- Where the company has a constitution, a copy of that constitution certified by at least one applicant to be the company’s constitution and a legal certificate duly signed by a Law Practitioner.
- The signed consent of every proposed director or secretary that they are not disqualified to hold office as such.
- The signed consent of every proposed shareholder containing the number and class of shares taken and the amount paid for those shares.
- In the case of a company limited by guarantee, a document signed by each member, signifying his consent to be member and the amount which such persons undertake to contribute in the event of the company’s winding up.
- If the documents are signed by an agent representing the shareholder or member,a proxy form is to be submitted.
The following documents should be submitted when applying for Incorporation
- A Certificate of Reservation (if any).
- Photocopy of Passport for non-residents, where applicable.
- Copy of a permanent residence permit or an occupational permit as
investor if the only director is a foreigner. - Proof of Address for one (1) resident Director
Fees Payable
| FEES PAYABLE | MUR |
| Private Company | Free |
| Public Company | Free |
| Summary of the file | 100 |
| Electronic Certificate | Free |
| Signed Certificate of Incorporation (upon request) | 300 |
The Process for the Change of Name of a company
- New Company Name must be available
Documents to be submitted online or over the counter
- The prescribed form F2 (Change of Name)
- A certified copy of the shareholders’ resolution adopting the new name
- Fees payable: Rs 100
- Time Frame: Issue Certificate of Change of Name within 3 days following payment
- Submit evidence of publication in 2 daily newspapers and the Government Gazette after issue of certificate
To do Online Filing / Act as Representative
- Any Director/Secretary/Shareholder of the company.
- Any other person authorized by the company.
- According to Third Schedule of Regulations No. 3 of 2016, it is compulsory for the list of service providers to use the online filing system
How to appoint a Representative for Online Filing?
- To submit a Director’s Resolution or an authorization letter signed by the majority of directors of the company either via email or at counter.
- Applications can also be submitted online as unstructured Document* (UD) via MNS platform.
Note: Once a representative has been appointed, all documents have to be submitted online
How to apply for a login and password for Online Filing?
- Go to the website “https://companies.govmu.org”
- Click on Apply for login and password
- Click on home and then click on CBRIS (a link to MNS for application)
- Login and password will be allocated by MNS through email