Company Registration in Mauritius - An Overview Mauritius is an African country situated in the Indian Ocean 800 km off the East Coast of Madagascar. Mauritius ranks 13 worldwide in the World Bank’s report on Ease of Doing Business which speaks volumes about investment options and opportunities in doing business from Mauritius. Mauritius has also devised unique business vehicles for companies to conduct their businesses across borders. Mauritius has a diversified economy with booming industrial, tourist and financial sectors. It offers a number of financial and banking facilities to customers across the world. Benefits of Company Registration in Mauritius The following are the benefits of company registration in Mauritius: A Stable political and administrative environment Mauritius is a democratic country which has a stable government with a prospering political environment. The institutions are becoming less corrupt with the improving legal systems and free press, providing Mauritius with a good score of 51 in Transparency International’s Corruption Perception Index. Global Technological hub Due to the favourable policies and initiatives of the Mauritian government, Mauritius has emerged as a global technological hub as many International companies in the domain of Information and Communications Technology (ICT) are moving towards setting up their centres in Mauritius. Mauritius is the first jurisdiction in the world which recognises Digital Assets as an asset class. Ease of Doing Business Mauritius boasts a worldwide rank of 13 in the World Bank’s report of Ease of Doing Business, making it the most business-friendly nation in the whole of Africa. Further, Mauritius has signed Double Taxation Agreements with more than 50 nations. Business-friendly jurisdiction Mauritius has a business-friendly jurisdiction with a legal system having elements of both civil and common law. Mauritius is also a signatory to the major conventions providing adequate protection of the intellectual property rights of foreign investors. Eligible Business Structures for doing business in Mauritius Any person wanting to set up a business in Mauritius and avail the benefits offered by the Mauritian government can select any one of the following business vehicles depending on the requirements of the commercial activities undertaken by the person. The Companies Act, 2001 of Mauritius, lays down the following types of companies that can be incorporated in Mauritius: Domestic Company Global Business Corporation Authorised Company These companies can be: Limited by shares- A company that is limited by shares is formed on the principle that the extent of liability of its shareholders shall be limited to the amount unpaid on the shares respectively held by the shareholders. These companies require at least one shareholder of any nationality and any country of residence at the time of registration of their corporation. There should also be at least 1 director ordinarily resident in Mauritius and minimum share capital of MUR 1. These companies are regulated by the Companies Act of 2001. These companies are registered with the Registrar of Companies of Mauritius. The application for the registration of the company should always contain the name of the registered office, the full name and address of each applicant, secretary and director of the company. The fee for the registration of company in the Companies Register is MUR 3,000. Those small private companies, having an annual turnover of less than MUR 50 Million, are not required to appoint a company secretary and auditor. Limited by Guarantee - A company that is limited by guarantee is formed on the principle of having its liability of its members (1) who are shareholders of the company to be limited to the amount unpaid and (2) to those who have given a guarantee, limited to the amount they have undertaken to contribute. Limited by both shares and guarantee - A company that is limited by the shares and guarantee is a company that is formed on the principle of liability of members (1) who are shareholders, limited to the amount unpaid, and (2) to those who have given a guarantee, the liability is limited to the amount the members have undertaken to contribute to the company. Limited Life Company - A limited life company is one whose constitution limits the life of a company to a certain time period, not exceeding the duration of fifty years from the date of its incorporation. This period can further be extended to a maximum period of 150 years. Such companies specify the matters as laid down under the law. Dormant company - A dormant company is one that does not have a significant accounting transaction during a certain period of time. These significant accounting transactions exclude the payment of the license fee, bank charges and any compliance costs. A company has the option of declaring itself to be a dormant company. It can do so by passing a special resolution to that effect. Such resolution has to be filed with the Registrar within a period of 14 days of the date of resolution. Foreign Company - It is mandatory for every foreign company to register its branch with the Registrar within a period of 1 month of establishing its place of business in Mauritius. The following documents are needed to register a branch of a foreign company in Mauritius: An authenticated copy of the Certificate of Incorporation or document of similar effect A certificate of notice of reservation of name A list of directors with their full names, residential addresses, occupations etc. An authenticated copy of the constitution of the company, its articles of incorporation, its memorandum of associations A memorandum of appointment or a power of attorney executed by the foreign company A notice of the registered office of the company in Mauritius Appointment of 2 local authorised agents, along with their consent in writing There are some unique business structures that are peculiar to the jurisdiction of Mauritius: Protected Cell Company - A Protected Cell Company is a unique business vehicle that is peculiar to the Mauritian jurisdiction that consists of two major components, viz. (1) there is a core (non-cellular) and (2) there is an indefinite number of cells (cellular). These cells are isolated from one another, and they operate separately. This permits the segregation of risks, assets and liabilities of different corporate structures under a shared structure. All those entities that are incorporated as protected cell companies are under an obligation to add the words “PCC” or “Protected Cell Company” at the end of their names, where each cell has its own designation or name. Global Business Corporation - A Global Business Corporation is an offshore company that can be set up with a minimum capital requirement of USD 1, one shareholder, two directors who are ordinarily resident in Mauritius. Additional evidence indicating that the company is being managed from Mauritius has to be furnished by the company to the Financial Services Commission of Mauritius and regulated under the Companies Act of 2001 and the Financial Services Development Act of 2001. This additional evidence includes having a principal bank account in Mauritius and maintaining the books of accounts of the company at the registered office address of the company in Mauritius. It must be remembered that the Global Business Corporation shall be administered by a management company. Authorised Company - An authorised company in Mauritius is also known as a Global Business Corporation. This type of entity can be set up with a minimum capital of USD 1, 1 shareholder and 1 Director who is not required to be resident in Mauritius. These entities are regulated by the Financial Services Act 2007. However, its registration requires a resident registered agent, who shall be the management company and who shall also be in charge of maintaining the records of the company. It is incumbent upon Authorised Companies to file their annual income returns with the Mauritius Revenue Authority. These entities are required to have their place of effective management and control and conduct their business outside of Mauritius. These companies are primarily incorporated for trade and investment purposes. If any change occurs in the constitution of the company, its directors, authorised agents, their addresses, registered address of the company, and name of the company, then the same shall be notified to the Registrar of Companies within a period of 1 month from the change. A copy of the Mauritian branch’s last accounts must be filed with the Registrar within a period of three months from the annual meeting of the company’s shareholders. Further, a copy of the last financial statements of the local branch has to be filed with the Registrar within a period of 6 months of the end of the accounting period of the branch office. In case a branch of the foreign company ceases to have a place of business in Mauritius, it has to notify the Registrar within a period of 7 days of the cessation. Eligibility Criteria for Company registration in Mauritius The following eligibility criteria have to be met by an organisation for the registration of a company in Mauritius: Global Business Corporation Minimum capital requirement- The law prescribes a minimum capital requirement of USD 1 to register a GBC in Mauritius. Residency Requirements- It is mandatory to have at least 2 directors and 1 shareholder of a GBC to be ordinarily resident in Mauritius. A principle bank account has to be maintained in Mauritius only. The annual accounts have to be audited in Mauritius only. The meeting of directors should include at least 2 directors from Mauritius. Moreover, the office premises should also be located within Mauritius only. Key Management Executives- In order to register a Global Business Corporation in Mauritius, there should be at least 2 directors and one shareholder. Authorised Company Minimum capital requirement - The law prescribes a minimum capital requirement of USD 1 to register an Authorised Company in Mauritius. Residency Requirements- It is mandatory to have at least 1 director and 1 shareholder of an Authorised Company who may not be a resident of Mauritius. However, these companies do have to appoint a registered agent who must be ordinarily resident. This agent shall be the management company for the Authorised Company. Key Management Executives- In order to register an Authorised Company in Mauritius, there should be at least 1 director and one shareholder. Procedure for Company Registration in Mauritius Incorporation of a company in Mauritius can be done either online or by submitting the required documents to the office of the Registrar of Companies. The online procedure for company registration in Mauritius can be adopted using the Mauritius Network Services. Choosing an appropriate business entity - The first step in the registration of a company in Mauritius begins with choosing an appropriate business vehicle depending on the kind of commercial activities to be undertaken by your company. Some of the important business entities that can be selected for the chosen commercial activity include a Global Business Corporation, an Authorised Company, a Limited Liability Company, a branch office of a foreign company etc. Reservation of the Company’s name- Every person or entity that wants to incorporate a business in Mauritius and Rodrigues should first secure the name of the company before initiating the process of incorporation of the company. The application form that is required to be submitted for company registration in Mauritius is Form 1, along with several other forms 7, 8 or 9 where it is necessary to do so. Thereafter, the availability and legality of the proposed business name are checked and reserved with the Registrar of Companies. Information required for registration of a company The application form submitted should mention the following information in order to incorporate a company: Full name of the proposed company Particulars of the business occupation and details of the directorships in any public company or subsidiary of a public company held by every director. If a proposed director is a director of several subsidiaries of a single group, it is enough to submit the name of the holding company in addition to the word ‘group’ The registered office address of the company the full name, the usual residential address and the service address of every director and secretary, if any, of the company the full name, the usual residential address and the service address of every shareholder, the number of shares to be taken and the amount to be paid In the case of a one-person company, the full name, the usual residential address and the service address of the person who has been nominated by the director to act as a secretary who will call a meeting of the heirs in the event of a death of a director Specify whether the company is a private limited or a public limited company Full name of the applicant The location of the business, the business activities undertaken by the company as per the Business Registration Act The information provided in the application is true and correct Specification whether the company is a public or private company Documents at the time of registration The following documents are required to be attached to the application form for the registration of a company: If a company has its constitution, then a copy of that constitution which is certified by at least one application to be the company’s constitution. A signed consent of every shareholder containing the number and class of shares taken and the amount paid for those shares A signed consent of the secretary or every proposed shareholder stating that they are not disqualified from holding such office If the documents are signed by an agent who is representing the member or shareholder, then a form of proxy authorising the agent to do such act Where a company is limited by guarantee, a document signed by each member signifying their individual consent to be a member of the company along with the amount of capital each member is undertaking to contribute to the company in the event of winding up of a company. Additional Documents to be attached - There are some additional documents that are required to be submitted when applying for the incorporation of a corporation: Photocopy of the passport for foreign residents Original copy of the Certificate of Registration Proof of director’s address Proof of the secretary’s address in case the company is a single-person company Copy of residence permit if the director is a foreigner. Registration Process - If all the documents and forms submitted by the applicant comply with the necessary provisions of the Act, then on payment of the prescribed fee, the Registrar of Company shall: Issue a certificate of registration in favour of the applicant Enter the details of the company in the Register to give the company its unique company number. Opening of a Corporate Bank Account - Enterslice will assist you in the opening of a corporate bank account with a reputable banking institution within a period of 4 weeks to get the operations started for your company. Compliance with the post-registration/ongoing legal compliances - Once the company has been registered, there are certain ongoing or post-registration compliances that have to be undertaken by the companies in Mauritius without attracting any penalties from the regulatory agencies. Corporate Tax rate in Mauritius All the corporations that have been incorporated in Mauritius are subject to a uniform corporate income tax rate of 15%. However, in the case of Global Business Corporations, foreign tax credits are available, and credits for actual tax paid can also be claimed, which makes the resulting net effective rate 3% or 0% in certain cases. All the GBCs that are controlled and managed in Mauritius and are tax residents in Mauritius may, upon written request to the Commissioner of Income Tax, benefit from the reliefs arising from the Double Taxation Avoidance Treaties signed by Mauritius with other nations. However, these tax benefits cannot be claimed by an Authorised company because they are not considered tax residents for tax purposes. Mauritius does not impose a withholding tax on capital gains, interests or dividends and no stamp duties are levied. The annual tax returns of every company in Mauritius are supposed to be filed with the Registrar of Companies at least once a year within a period of 28 days from the date of the Annual General meetings. These returns must be signed by a secretary or director of the company. Global Business Corporations are also required to file their annual financial statements and their financial summaries with the Financial Services Commission. Documents required for Company Registration in Mauritius The following documents are required to be submitted with the application for company registration in Mauritius at the Office of Corporate and Business Registration Department: Full name of the company Full name of the business Company file number Location of the business and the general nature of the business Place and address of the principal place of business Date or proposed date of the commencement of business The Workforce of the applicant; Postal address, and; Email address, telephone number and fax number The fee of registration is also dependent on the workforce. Every company, within a period of 1 month of establishing its place of business in Mauritius, must register its branch in Mauritius.