Authorised company Registration in Mauritius - Business Starting & Setup

Authorised Company is a form of entity in Mauritius. It is incorporated under the Companies Act 2001 and licensed by the Mauritius Financial Services Commission (FSC) with a category 2 Global Business Licence.

These companies are designed for business outside of Mauritius and may not carry on business in Mauritius. Authorised Company is a flexible business entity operating exclusively offshore. It is suited for holding and managing private assets or funds.

Authorised Company allows for:

• one shareholder, one director company;
• corporate directors;
• par value and no-par value shares;
• multicurrency share capital;
• highly attractive incorporation and maintenance fees;
• other various features of modern company law;
• hybrid companies which is a type of body corporate with limited liability having partnership characteristics.

Authorised Company may not:

• raise capital by means of a public offer;
• carry on dealings in Mauritian Rupees;
• carry on any banking, insurance or reinsurance business;
• own any interest in real property in Mauritius;
• carry on the business of holding or managing a collective investment fund;
• take advantage under Double Tax Treaties in force in Mauritius.

In order to register a Authorised Company in Mauritius, you must go through the following procedure:

1. Reserve a company name with the Registrar: Any person wishing to incorporate a company in Mauritius should ensure that the name is available prior to incorporation. To reserve a name for a company, an “Application for Reservation of a Company Name” (Form 11) must be completed and lodged with the Registrar of Companies who is responsible for the approval and reservation of names. Application forms for name reservation and incorporation of companies are available at the Registrar of Companies on request or may be downloaded.

2. Apply for incorporation through a licensed management and submit the application to the Registrar: The following documents must be submitted to the Registrar of Companies for the incorporation of a company:

• Form 1 - an application for incorporation of a company.
• A notice of reservation of name issued by the Registrar.
• Form 7 - the consent of every director of the proposed company. (Note that a company is only required to have a minimum of one director).
• Form 8 - (if applicable) – the consent of every secretary of the proposed company.
• Form 9 - the consent of every shareholder of the proposed company.
• Other documents to be submitted: Where the proposed company has a constitution, a certified copy of the constitution by a law practitioner must be submitted together with the above mentioned documents.

Where the Registrar is satisfied that the application for incorporation of a company complies with the Companies Act and upon payment of the prescribed fees, the Registrar will:

• enter the particulars of the company on the registers;
• assign a unique number to the company as its company number; and
• issue a certificate of incorporation in the prescribed form.

3. International business companies can simultaneously apply for a license to the Financial Services Commission.

The terms of registration of the company Authorized Company is from 2 weeks (depending on the structure and activities of the company). Opening an account in a local bank is possible WITHOUT personal presence.

Every company must have a registered office in Mauritius to which all communications and notices may be addressed and which shall constitute the address for service of legal proceedings on the company. Global business companies must also have the name of its management company or its registered agent, as the case may be, and the words “Registered Office” displayed permanently in a conspicuous place in legible romanised letters on the outside of its registered office.

All Authorised Companies must have a registered agent in Mauritius, which must be a management company licensed under Section 23 of the Financial Services Development Act, 2007 or an offshore bank in Mauritius. A registered agent is responsible for providing such services as the company may require in Mauritius including the filing of any return or document required under the FSA and the Companies Act; and the receiving and forwarding of any communications from, and to, the Commission or the Registrar.

A company must keep at its registered office the following records:

• the constitution of the company;
• minutes of the meetings and resolutions of shareholders within the last seven years;
• an interests register;
• minutes of all meetings and resolution of directors and directors’ committees within the last seven years;
• certificates given by directors under the Companies Act within the last seven years;
• the full names and addresses of the current directors;
• copies of all written communications to all shareholders or all holders of the same class of shares during the last seven years, including annual reports;
• сopies of all financial statements and group financial statements required to be completed by §210 for the last seven completed accounting periods of the company;
• accounting records for the current accounting period and for the last seven completed accounting periods of the company;
• the share register; and
• the copies of instruments creating or evidencing charges required to be registered.

There are no mandatory requirements regarding the company seal.

The redomiciliation of companies either to or from Mauritius is permitted.

The minimum number of directors in Authorised Company companies is one. Corporate directors are permissible. It is an advantage that there are no local directors requirement. A person must not be appointed as a director unless that person has consented in writing to be a director and certified that he is not disqualified from being appointed or holding office as a director of a company.

There is no open register of directors in Mauritius.

Meetings of directors can be held anywhere.

There are no requirements for Authorised Company companies concerning the secretary. The appointment of a company secretary is optional.However, under the Companies Act, where a company has only one shareholder (who is also the director of the company) for a continuous period of 6 months, the sole shareholder/director must file a notice with the Registrar nominating a person to be the secretary of the company in the event of the death of the sole shareholder and director. This provides a very useful succession mechanism for sole shareholder/directors.

The minimum number of shareholders in Authorised Company is 1. A shareholder can be either an individual or a legal entity, the residence of such a person does not matter.

There is no public register of shareholders in Mauritius.

Each company must hold a general meeting of shareholders annually, no later than 6 months from the date of the balance sheet and no later than 15 months after the previous meeting. A new company must hold its first meeting within 18 months of incorporation, meaning the company is not required to hold a meeting in the first year of incorporation. Annual meetings can be held anywhere.