How to Incorporate a Company in Mauritius

How do you incorporate a company in Mauritius?

You file an application for incorporation with the Registrar of Companies, who incorporates the company once satisfied that the application complies with the Companies Act 2001 (the Act) and the fee has been paid. In practice, there are five steps:

1. Choose the type of company and check whether the business will need a licence.
2. Reserve the company name. The Registrar will not register a name that is not available, and the name of a limited company must end with “Limited”, “Limitée”, “Ltd” or “Ltée”.
3. Prepare the application and the signed consents of the directors, shareholders and any secretary.
4. File online and pay the registration fee.
5. Receive the electronic certificate of incorporation and the Business Registration Card, which carries the company’s Business Registration Number (BRN).

Under section 25 of the Act, the certificate is conclusive evidence that the company has been validly incorporated.

Which type of company do you need? (domestic, Global Business or Authorised)

The right vehicle depends on where the company will do business and who will own and control it.

• Domestic company. This is the standard choice for a business operating in Mauritius. Most are private companies limited by shares. A company is treated as a public company unless its application or constitution states that it is private, so the application must say so. A private company with turnover below Rs 100 million that does not hold a Global Business Licence is a “small private company” and has lighter secretarial and filing obligations.
• Global Business Company (GBC). Where a non-citizen holds the majority of the shares, voting rights or beneficial interest, and the company will do business principally outside Mauritius, it must apply to the Financial Services Commission (FSC) for a Global Business Licence under section 71 of the Financial Services Act 2007 (the FSA). A GBC must carry out its core income-generating activities in or from Mauritius, be managed and controlled from Mauritius and be administered by a licensed management company. The FSC looks in particular for at least two resident directors and a principal bank account, accounting records and audit in Mauritius.
• Authorised Company. The ownership and business tests are the same, but the company’s central management and control is outside Mauritius (section 71A of the FSA). It is authorised by the FSC, must always have a registered agent that is a management company, and may not carry on the activities listed in the Fourth Schedule to the FSA.

Can a foreigner own or register a company in Mauritius?

Yes. Any person may apply to incorporate a company under section 22 of the Act, and a foreign national may own all the shares of a Mauritius company. Four points need attention:

• Ownership affects the licence. A company that is majority-owned by non-citizens and does business principally outside Mauritius needs a Global Business Licence or an authorisation from the FSC, as explained above.
• Every company must have at least one director ordinarily resident in Mauritius (section 132 of the Act). A GBC is expected to have at least two.
• Owning a company does not give the right to live or work in Mauritius. An investor who wants to run the business in person needs an Occupation Permit from the Economic Development Board. The Investor Occupation Permit currently requires a minimum initial investment of USD 100,000 and minimum turnover in later years.
• A company with non-citizen shareholders may need approval before it acquires immovable property, under the Non-Citizens (Property Restrictions) Act 1975, unless a specific scheme applies.

What documents do you need?

You need a completed application form, signed consents from every director, shareholder and secretary, and identity and address documents for each person involved. Under section 23 of the Act, the application must include:

• the application in the Registrar’s approved form, signed by each applicant and stating the registered office and whether the company is private;
• each director’s written consent and a certificate that he or she is not disqualified. A director must be a natural person aged 18 or over;
• each shareholder’s consent to take the shares, stating the number and class of shares and the consideration to be paid;
• the secretary’s consent, where the company must have a secretary;
• the name reservation notice, if a name was reserved;
• the constitution, if the company adopts one; and
• a declaration of beneficial ownership.

The Registrar also requires certified copies of passports or national identity cards and recent proof of residential address for directors, shareholders and beneficial owners. Foreign documents may need to be certified or apostilled. For a GBC or Authorised Company, the management company will also need a business plan and due diligence documents for the FSC.

How much share capital do you need?

There is no general minimum share capital for a Mauritius company. A company limited by shares needs only one share (section 21(1)(b) of the Act).

Shares issued by a domestic company have no par value, unless the Registrar grants a dispensation (section 47). Stated capital is expressed in Mauritius rupees, unless the company holds a Global Business Licence, is an Authorised Company or obtains the Registrar’s approval to use another currency (section 48(4)). A GBC or Authorised Company may issue par value shares in any currency.

Minimum capital requirements come from other legislation. Banks, insurers, investment dealers and other licensed businesses must meet the capital set by their regulator, and the Occupation Permit rules set investment thresholds. In practice, the company should also hold enough capital to meet its start-up costs and satisfy its bank.

How long does it take?

A domestic company can be incorporated on the same day once a complete application is filed. The time goes into preparation: settling the structure, reserving the name and collecting signed consents and certified documents. From instructions to certificate, one week is a realistic estimate.

A GBC or Authorised Company takes longer, because the FSC must also grant the licence or authorisation. The FSC does not publish a fixed timeline; it depends on the completeness of the application. Allow two weeks. Opening a bank account is often the longest step for any new company, so start early.

How much does it cost to register a company?

Government fees for a domestic private company are low; the main variable cost is professional fees.

• Registrar of Companies. A fee is payable on incorporation and every year after, under section 355 of and the Twelfth Schedule to the Act. The amount depends on the type of company and its turnover. For 2026, the annual fee for a small private company with turnover up to Rs 30 million is Rs 500, payable by 20 January, with a higher fee if paid late.
• Global Business Company. The FSC charges a processing fee of USD 600 and an annual fee of USD 2,600, with the first annual fee reduced according to the quarter in which the licence is granted, under the Financial Services (Consolidated Licensing and Fees) Rules 2008 as amended. Registrar fees are payable in addition: Rs 3,200 on incorporation and Rs 18,000 a year.
• Authorised Company. The FSC charges a processing fee of USD 600 and an annual fee of USD 1,400, plus an annual fee to the Registrar of USD 130.

Professional costs depend on the structure: legal fees, company secretarial and accounting services and, for a GBC or Authorised Company, management company fees. We quote on scope once the structure is settled.

Can you incorporate online?

Yes. Applications are filed online through the Corporate and Business Registration Integrated System (CBRIS), accessed through the Mauritius National e-Licensing System (MNS) portal. You create an account, complete the application, upload the forms and documents, and pay by card. The Registrar issues the certificate of incorporation electronically (section 24 of the Act).

The online application also registers the company with the Mauritius Revenue Authority as an employer and allows a request for VAT registration where it applies. Applications to the FSC for a Global Business Licence or an authorisation are filed by the management company on the FSC’s own online platform.

What must you do after incorporation?

Incorporation starts a set of continuing obligations. The main ones are:

• keep a registered office in Mauritius and hold the company’s records there (sections 187 and 190);
• keep the share register and beneficial ownership information up to date (section 91);
• appoint a secretary ordinarily resident in Mauritius, unless the company is a small private company or an Authorised Company (section 163);
• keep proper accounting records (section 193). The balance sheet date is 30 June unless the company notifies the Registrar of another date (section 216);
• hold an annual meeting of shareholders, or pass the equivalent written resolution (section 115);
• file an annual return within 28 days of the annual meeting (section 223). A small private company with turnover up to Rs 100 million need not file one unless its particulars change, and no return is due in the year of incorporation;
• file financial statements: within 28 days after they are required to be signed for most companies, as a financial summary with the annual return for a small private company, and with the FSC for a GBC (section 215). An Authorised Company files a financial summary with the FSC within six months of its year end (section 71A(10) of the FSA);
• pay the annual Registrar fee, file tax returns and obtain any trade licence the business needs; and
• notify the Registrar of changes of directors or secretary (section 142). A GBC must also notify the FSC within seven days of filing a change of directors.

When do you need a lawyer?

You do not need a lawyer to file a simple incorporation, but you will need one if the company adopts a constitution, applies for a Global Business Licence, has more than one owner or will carry on a regulated activity.

• A constitution, and every amendment to it, must be certified by a law practitioner, legal consultant or law firm (section 42(3) of the Act).
• An application for a Global Business Licence has no effect unless certified by a law practitioner, legal consultant or law firm as complying with the laws of Mauritius (section 72(1)(b) of the FSA).
• Where there are several shareholders, a constitution and shareholders’ agreement should deal with share classes, pre-emption rights, board control, deadlock and exit, before any dispute arises.
• Businesses in financial services, virtual assets, insurance, tourism, telecoms and other regulated sectors need a licence before they start trading.
• Foreign investors should plan the structure, the permit and any property acquisition together. Correcting a poor structure later costs far more.

SC Legal advises local entrepreneurs and foreign investors on incorporation, constitutions, shareholders’ agreements, Global Business and Authorised Company structures, and FSC licensing. Contact us to discuss your company.

About the author

Shaheena A. Carrim

Founder & Barrister-at-Law | SC Legal

Shaheena founded SC Legal in January 2022 after 20 years in the Chambers of Sir Hamid Moollan KC G.O.S.K., where she built a practice in dispute resolution and transaction advisory across a wide range of the law.

shaheena@scarrimlegal.com
operations@scarrimlegal.com
WhatsApp +230 5255 2410

See also our corporate and commercial practice.

This article is general information. It is not legal advice. Please take advice on your own facts.