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Types of Mauritian Companies

Until 2001, companies in Mauritius were formed under the Companies Act 1984, which was modelled on the English Companies Act 1948. Companies may be limited by shares or by guarantee, or they may be unlimited. Companies are incorporated by swearing a deed of incorporation in front of a notary, after the Registrar of Companies has approved the company's name. There has to be a local registered office where the company's books and records are kept, but this can be maintained by a professional firm. There must be a minimum of two directors, and a secretary who must be a local resident. Audited annual financial statements and an annual return must be filed with the Registrar of Companies.

The new Companies Act 2001 replaced most of the Companies Act of 1984, other than sections dealing with insolvency and public companies, which remained in force until new legislation was brought forward in separate bills in 2004.

The Government's starting point for the new law was New Zealand company law, which is widely regarded among English-speaking jurists as representing the best available compromise between the various modern trends in corporate legislation, now that English law has been so influenced by EU law as to be no longer satisfactory as a model for common law jurisdictions.

The incorporation and management of Offshore Companies and International Companies, which were previously constituted under the separate International Business Companies Act 1994, have been brought under the Companies Act 2001, and the two types of company are now known as Global Business Company 1 (GBC1) and Global Business Company 2 (GBC2).
Some key features of the new legislation are as follows:
     
1 :
The Act introduces a simple form of incorporation enabling a company to be incorporated on the filing of a single application together with the necessary consents from the proposed directors and secretary and a notice of reservation of the proposed company name. It will not be necessary to submit a constitution at the time of incorporation. If a company wants to depart from the standard requirements set out in the Actl, then, either on incorporation or subsequently, it needs to file a separate constitution setting out the departures from the standard form. The new legislation also recognises the reality of 'nominee' shareholders by allowing companies to operate with just one shareholder.
2 : The Act does away with the need for a separate objects clause, and provides that a company has the rights, powers and privileges of a natural person; this incidentally removes the remains of the one-time ultra vires doctrine. This would not preclude a company from stating specific objects in its constitution if it wished to limit the capacity of a company in this way.
3 :
The Act replaces the Memorandum and Articles of Association by a single constitution, which is no longer required to be notarised.
4 :
Private companies continue to be prohibited from offering shares or debentures to the public, and are able to dispense with the holding of company meetings by passing resolutions by means of entry in the company minute book. Exempt private companies will not be required to appoint a qualified auditor or a qualified secretary and will be entitled to file only a summary statement of accounts with the Registrar.
5 :
The proposed legislation retains the distinction between exempt and non-exempt private companies in the same form as in the existing legislation.
6 :
The Act introduces no par value shares and permits a company to issue shares which are not designated with any monetary value.
7 :
The Act incorporates the new procedure of self-purchase and holding of treasury shares introduced by the Finance Act 1999.
8 : The new legislation makes provision for a company to provide in its constitution for the company to have power to indemnify or insure its directors, secretary or employees in accordance with the limitations provided by the Act.
9 :
The Act contains a requirement that public companies and non-exempt private companies are required to prepare and present their accounts in accordance with international accounting standards and that exempt private companies are required to present their accounts in accordance with accounting practices and principles that are reasonable in the circumstances and having regard to any requirements set out in regulations made under the Act.
10 :
The old Companies Act required all companies to appoint an auditor but relieved exempt private companies from the requirement to appoint a qualified auditor. The new Act allows an exempt private company not to appoint an auditor (whether qualified or unqualified).
11 :
New provisions allow for the continuation in Mauritius of companies which are incorporated elsewhere and also provides for the incorporation of limited life companies.
 
Mauritius Private Company Limited by Shares

A private company is one which says it is private in its constitution and which restricts the transfer of its shares, which cannot be offered to the public; there is a minimum of 1 and a maximum of 25 members.
A private company can be exempt or non-exempt: exempt companies are those which have issued share capital and reserves below MR 1m and turnover below MR 2m. Exempt private companies are required to present their accounts in accordance with accounting practices and principles that are reasonable in the circumstances and having regard to any requirements set out in regulations made under the Companies Act. (Exempt status is not available to offshore companies other than through the GBC2 - old International Company - form).
Mauritius Company Limited by Guarantee

The Company Limited by Guarantee (the hybrid Company Limited by Guarantee and Having Shares is no longer permitted), may be used only for a non-profit organization. The liability of the members is limited to the amount they have undertaken to contribute to the company; there must be a minimum of MR 5,000 of guarantees.
Mauritius Public Company Limited by Shares
A public company is defined as one which is not a private company and which has at the end of its name the words 'Public Limited Company' or 'P.L.C.'. A public company must have a minimum of two members.
Mauritius Foreign Company
A company incorporated outside Mauritius can register itself in Mauritius and will then be treated for most purposes as a Mauritius-incorporated company. Under the old legislation its status was properly that of a branch, but the new Companies Act provides for continuation under Mauritian law. The following documents need to be provided to the Registrar:
     
1 : Notarised Certificate of Incorporation and Constitution (Memorandum and Articles of Incorporation);
2 : List of directors and details of the powers of local directors;
3 : Particulars of registered office in Mauritius;
4 : Names of two resident persons authorised to act on the company's behalf in Mauritius, and their declaration.
 
Financial accounts have to be lodged with the Registrar within 3 months of the company's annual general meeting.
Direct ownership by foreigners of an onshore Mauritian company, or part of it, requires permission from the Prime Minister's Office, which is not automatic if the activity to be carried on is one which is in competition with Mauritian-owned companies.

The ETA provides the legal framework for the establishment of a public key infrastructure (PKI) - also called trusted CA services - to faciliate the use of digital signatures in Mauritius. The ETA also makes provision for the setting up of a Controller of CAs to ensure that the integrity and standards expected from CAs are respected.
In the long term, it is expected that these will provide the foundation to establish Mauritius as a trusted hub for e-commerce, providing a wide range of security products and services.

 
 
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