Company Registration in Mauritius

Advantages of Company Registration in Mauritius

Company registration in Mauritius offers numerous advantages, the key ones being:

• Mauritius is a favourable country for investment

The Mauritian economy is well developed, providing investors and entrepreneurs with opportunities to expand across various sectors. The banking sector is also highly advanced, making Mauritius an attractive choice for investors seeking stable returns on capital investments.

• Strong international reputation

Despite its attractive tax regime, Mauritius currently complies with at least 35 out of 40 FATF (Financial Action Task Force) requirements, as confirmed by the ESAAMLG (Eastern and Southern Africa Anti-Money Laundering Group) Report adopted in September 2019. The Report outlined Mauritius’ progress in enhancing corporate and tax legislation and strengthening anti–money laundering and counter-terrorist financing measures. On 31 October 2019, the Financial Services Commission of Mauritius published a document confirming the country’s near-full compliance with FATF Recommendations.

• Low tax rates

Although Mauritius cannot be considered a classic offshore jurisdiction (as companies are taxed and multiple double tax treaties apply), tax rates are very low, and the system of incentives and reliefs allows further reduction of the effective tax burden.

• Simple company registration procedure

Like many island jurisdictions, Mauritius does not impose strict requirements on establishing or managing a business, which makes company registration on the island fast and straightforward.

• Flexible reporting requirements

Small enterprises benefit from simplified reporting rules. If a company does not exceed a certain annual turnover threshold, it may be exempt from specific reporting obligations. Moreover, small enterprises are not required to undergo an audit.

Main Corporate Structures in Mauritius

Part 3 of the Mauritian Companies Act provides that a company in Mauritius may be registered as:

• A Company Limited by Shares

Shareholders are liable for the company’s obligations only up to the amount of their contribution to the share capital.

• A Company Limited by Guarantee

Members contribute a fixed guarantee amount, which defines the limit of their liability for the company’s obligations.

• A Company Limited by Both Shares and Guarantee

Such companies have both share capital and a fixed guarantee amount, and members’ liability is limited accordingly.

• An Unlimited Company

Members’ liability is not limited by share capital or a guarantee amount.

Each of the above company types may be incorporated as either a private company (with restrictions on share transfers and a maximum of 50 shareholders/members) or a public company.

Company Registration in Mauritius: the Procedure

Company registration in Mauritius is straightforward and does not take much time. To register a business in Mauritius, a standard set of identification documents for the founders and participants is required, which can be confirmed with our experts, along with the following information:

• 2–3 proposed company names listed by priority;
• the intended company structure (director, shareholder, beneficial owner);
• the intended business activity.

Once all required documents and information have been received, the company registration process in Mauritius will be initiated. The full process—from collecting the necessary documents to issuing the final set of corporate documents—includes the following stages:

1. Checking the proposed company names and selecting an available one. Name verification takes approximately 1 hour.
2. Preparing forms, powers of attorney, and other documents for submission to the Corporate and Business Registration Department (CBRD), a governmental body overseen by the Ministry of Finance and Economic Development of Mauritius, responsible for company registration matters.
3. Executing the company registration procedure. Registration takes approximately 7–10 business days from the date of submitting all required forms, documents, and information to the Registry.
4. Preparing the constitutional documents for the registered company and arranging for a company seal, if required.
5. Notarising and apostilling documents, if necessary. Notarisation takes 1–2 days, and apostilling takes approximately 1–7 days.

Notable Features of Company Reistration in Mauritius

In 2018 and 2019, several amendments were introduced to Mauritian legislation, the most significant of which include:

• Before the 2018–2019 amendments, the two most common types of companies in Mauritius were Category 1 companies (GBC-I) and Category 2 companies (GBC-II). The category was determined by the type of licence issued by the Financial Services Commission (FSC). GBC-I companies were intended for resident companies conducting business outside Mauritius. GBC-II companies were required to have a registered agent in Mauritius on a permanent basis and conduct specific types of business. Under the current version of the Companies Act 2001, GBC-I and GBC-II classifications no longer exist; instead, companies may be either GBL (Global Business Licence) companies or Authorized Companies (AC). A GBL is required for all resident companies controlled by foreign individuals outside Mauritius.
• An Authorized Company (AC) is a new category of companies whose main activities and effective management are conducted outside Mauritius. Authorized Companies must have a registered agent in Mauritius. This type of company is suitable for activities such as:
  • investment holding;
  • property ownership;
  • international trade;
  • management and consulting;
  • IT services;
  • logistics;
  • marketing;
  • financial services;
  • and others.

Corporate Taxation in Mauritius

• Corporate Income Tax

Corporate profits in Mauritius are subject to a 15% tax rate; however, companies may be exempt from paying taxes if they can demonstrate that corporate income tax has already been paid in the country where the income was generated. Furthermore, the 2019 reforms allow for an 80% reduction of the taxable base, which applies to the following types of income:

• • Income earned from permanent establishments in other countries;
  • Dividends received from foreign sources;
  • Income from foreign investment funds;
  • And others.

As a result of the reduction, the effective tax rate can range from 0% to approximately 3%.

• Export tax

Companies in Mauritius engaged in international trade of goods are also subject to a 3% tax.

• Dividend tax

None, regardless of whether the dividend recipient is a resident or non-resident of Mauritius.

Filing and preparation of reports in Mauritius

Every company in Mauritius must submit its Annual Return along with the accounts, which must be approved at the Annual General Meeting, within 28 days of the meeting date. Failure to submit the Annual Return constitutes an offense, and the company may be held liable.

A company, regardless of whether it is a taxpayer or not, must submit the Annual Return within six months after the end of the reporting period, reflecting all income earned by the company during the previous year, and pay the relevant taxes.

In addition to the Annual Return, companies are also required to submit quarterly APS (Advance Payment System) reports and pay taxes accordingly. The APS reporting requirement does not apply to companies with an annual turnover below 10 million rupees.

According to the Companies Act 2001, as currently in force, each report must:

1. Accurately and correctly reflect and explain all company transactions;
2. Faithfully represent the financial position of the company at any point in the reporting year;
3. Comply with applicable legislation;
4. Ensure proper quality of auditing (for large companies).

Company records must be maintained in Mauritius unless the company directors agree otherwise.

Conclusion

Mauritius is a small country offering significant opportunities for business development. Registering a company in Mauritius is often an excellent option, as the jurisdiction’s strong reputation and compliance with international standards, combined with very low tax rates and lenient reporting requirements, create an attractive foundation for entrepreneurial activities.