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 URL:https://portalmns.mu/
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
v Company Address – Registered office address
v Director – Must have at least 1 resident director
v 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
v 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
v 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 for incorporation complies with the Act, the Registrar will:
- issue a certificate of incorporation
- enter the particulars of the company on the Register. A unique company number is generated.
- A unique company number is generated
- No Incorporated Fees is applicable
Registration of Domestic Foreign Company (Section 276 of the Companies Act 2001)
- To check if company is under Hague convention (Docs. 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
Global Business Company
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 Global Business Company
v Company Name – Name should not be identical to existing names
v Company Address – Registered office address
v Director – Must have at least 2 resident directors
v 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
v Be administered by a Management Company
v Keeps and maintains its principal bank account in Mauritius
v Can be used for providing financial services:Fund Management, Insurance Broker, Investment dealer…
v Secretary – Must have one Secretary
v Documents needed
– Signed consent of director (F7)
– Signed consent of shareholder (F9)
– Signed consent of secretary (F8)
– Constitution (if any) – to provide legal certificate
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.
- Company will be incorporated subject to approval of FSC
Incorporation of Global Foreign
v To check if company is under Hague convention (Docs. Should be apostilled)
v Must check the availability of name before carrying on business
v 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 of2 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:
v Company Name – Name should not be identical to existing names
v Company Address – Name Registered Office Address
v Director – Must have at least 1 director not necessarily resident
v 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
v At all times have a Registered Agent
v Can have corporate director
v Conduct business outside Mauritius
v Can carry out activities such as Investment Holding, International trade, Management and Consultancy
v Documents needed
– Signed consent of director (F7)
– Signed consent of shareholder (F9)
– Constitution (if any) – to provide legal certificate
· Company will be incorporated subject to approval of FSC
Incorporation of Variable Capital Company (VCC)
v Company Name – Name should not be identical to existing names
v Company Address – Registered office address
v Director – Must have at least 2 resident directors
v 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
v Be administered by a Management Company
v Keeps and maintains its principal bank account in Mauritius
v Can be used for providing financial services: Fund Management Insurance, Broker, Investment dealer…
v Secretary – Must have one secretary
v Documents needed
– Signed consent of director (F7)
– Signed consent of shareholder (F9)
– Signed consent of secretary (F8)
– Constitution (mandatory) – to provide legal certificate
· Company will be incorporated subject to approval of FSC
What are the applicable fees for incorporation of GBC/AUTH Companies?
· GBC Rs 3200
· AUTH USD 100
The following documents must accompany the Application Form
- 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.
- 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 form of proxy authorizing the agent to so act.
The following documents should be submitted when applying for incorporation:
- Original Copy of 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 resident Director’s address.
Where the application for incorporation complies with the Act, the Registrar will:
- issue a certificate of incorporation
- enter the particulars of the company on the Register. A unique
company number is generated.
Fees Payable
Who can apply for an Extract of File/Certificate of Current Standing/Certificate of Incorporation under S14(2)(a) of the Companies Act 2001?
Any person can make the application for Domestic Companies
The Procedures for requesting an Extract of File/Certificate of Incorporation under Section 14(2a)
- A duly signed request can be submitted either at the counter of the CBRD on Level 5 (Information & Monitoring Section) or online, where applicant must register with the MNS (https://portalmns.mu) and proceed with the filing of unstructured Document* by mail. The online platform is being enhanced to cater for unstructured as well. (unstructured document: Any document required to be filed with the CBRD, pursuant to the Acts it administered, other than Approved Forms)
- Fee payable for Extract of File: Rs 100 and Certificate for Incorporation under section 14(2a): Rs 300
- Time Frame: Not more than 3 working days after payment
- To collect Extract of File/Certificate at the counter of the CBRD
Procedure for requesting for a Certificate of Current Standing
- A duly signed request can be submitted online or at counter
- Fee Payable: Rs 100
- Time Frame: Not more than 3 working days after payment
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