Invest in Mauritius

Procedures to start business in Mauritius

A modern business environment is administered in Mauritius through the Business Facilitation Act. It provides a framework that allows any businesses to start operations on the basis of self-adherence to comprehensive and clear guidelines. It also aims at facilitating entry of foreign investors, as well as attracting foreign talents, know-how, ideas and technology.

New small enterprises can start their business activities within three working days from the time of application for a business permit.

Setting up an enterprise in Mauritius

1.Choice of the business structure:

The Companies Act 2001 provides for several types of companies:

Domestic Company
Company holding a Category I Global Business Licence
Company holding a Category 2 Global Business Licence

These companies may be:

Company limited by shares : A company formed on the principle of having the liability of its shareholders limited by its constitution to any amount unpaid on the shares respectively held by the shareholder.

Company limited by guarantee : A company formed on the principle of having the liability of its Members limited by its constitution to such amount as the Members may respectively undertake to contribute to the assets of the company in the event of its being wound up.

Company limited by shares and guarantee : A company formed on the principle of having the liability of its Members -

(a) who are shareholders, limited to the amount unpaid, if any, on the shares respectively held by them; and

(b) who have given a guarantee, limited to the respectively amount they have undertaken to contribute, from time to time, and in the event of it being wound up;

An unlimited company : a company formed on the principle of having no limit placed on the liability of its shareholders

Limited Life Company

Categories of companies under the Company Act (2001)

A company may either be public or private.

Public company		A public company may offer to sell its shares to the public.
		A public company may have more than 25 shareholders.

Private company		Must have not more that 25 shareholders.
		Cannot make offers to the public to subscribe for its shares.
		May impose restrictions on the transfer of shares.
		May dispense with holding of shareholders’ meetings under s. 117 and 106.
		May remove a director by special resolution subject to constitution.
		May appoint a director aged over 70.
		May dispense with the obligation to prepare an annual report by unanimous resolution (s. 218(2))
		May dispense with obligation to keep an interest register by unanimous resolution.

Small private companies		it is one with a turnover of less than 10 million rupees or such other amount as may be prescribed in respect of its last preceding accounting period;
		it is not a company holding a Category 1 Global Business Licence

Other categories of companies under the Company Act (2001)

One-person company	The Act provides that one person may form a company. However, at incorporation or within 6 months, the sole shareholder/director must nominate a person to be the secretary in the event of his death or incapacity.
Dormant companies	A dormant company is one where no significant accounting transaction has occurred during any period (section 293). This excludes the issue of shares, payment of bank charges, licences fees and other compliance costs.

The guide to the Company Act (2001) can be accessed on : http://www.govmu.org

1. Incorporation of companies – 1 to 15 days

2.1 Name of Company

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 on the http://www.govmu.org

2.2 Application for incorporation

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.

Domestic companies are incorporated within 24 hours of submission of application. Certificates of incorporation for category 1 & category Global Business Companies are delivered on the same day, pending approval from Financial Services Commission.

3. Registration of business – one day

An Application for Business Registration can be submitted at the office of Registrar of businesses or can be done online.

Information to be provided

Name of the company/commercial partnership
Company file number/Commercial partnership files number
The Business name (if any)
The general nature of business and its location
Date or proposed date of commencement of business
Address of the principal place of business
Postal address
Workforce of the applicant
Telephone number, fax number and email address

Registration fee payable is according to the workforce as follows (Not applicable to Companies and Commercial Partnerships):

Workforce size MUR

Not More than 10 persons 100

Between 11 and 50 persons 200

Between 51 and 100 persons 400

Above 100 persons 1000

Address:
Companies Division
One Cathedral Square,
Jules Koenig Street, Port-Louis
Tel: +230 211 2566

Fax: +230 212 6493

Online name reservation, incorporation and business registration

The Companies and Businesses Registration Integrated System (CBRIS) allows the electronic submission of applications for incorporation of companies, and of the National Business Registration Number.

The applicant should register with MNS at http://portalmns.mu to apply.

4. Obtaining the Building and Land Use Permit – 3 to 15 days

A Building and Land Use Application is a formal request for permission to erect a building or to use an existing one for a particular business. It is obtained from the local Municipal or District Council.

Guide: http://www.govmu.org

More information can be obtained from the Ministry of Local Government: http://www.govmu.org

Address:
Level 3, Emmanuel Anquetil Building
c/r S.S.R. & J. Koenig Streets, Port Louis
Tel:+230 201 1216;

Fax: +230 208 9729

Payment of trade fee to the local Municipal or District Council.

Payment of the trade fee will depend on the region and type of business.

Regulated activities
If the proposed business is engaged in regulated activities, licences prior to registration is required.

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