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Company limited by shares means a company formed on the principle of having the liability of its shareholders limited to any amount unpaid on the shares respectively held by the shareholder

 

Company limited by guarantee means 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 by guarantee means a company formed on the principle of having the liability of its members 

(1) who are shareholders, limited to the amount unpaid, if any, 

(2) to those who have given guarantee, limited to the amount they have undertake to contribute. 

A foreign company, must within one month of establishing a place of business in Mauritius, register a branch of the foreign company in Mauritius.

The documents required prior to registration are:

• a certificate of notice of reservation of name 
• an authenticated copy of its Certificate of Incorporation or document of similar effect
• an authenticated copy of its constitution or memo and articles
• a list of directors containing full names, residential address, occupation
• a memorandum of appointment or power of attorney executed by the foreign company
• appointing two local authorised agents to the branch, who shall signify their consent in writing
• a notice of its registered office in Mauritius

Any change in the constitution, directors, authorised agents or their addresses, registered office and name shall be notified to the Registrar within one month of the change. 

A foreign company must within three months of its annual meeting of shareholders, file with the Registrar, a copy of its last accounts as well as a copy of the last financial statements of the local branch within six months of the end of the accounting period.

Where the branch of the foreign company ceases to have a place of business in Mauritius it must within 7 days of the date of cessation, file with the Registrar a notice to that effect.

Company where constitution limits its life to a period not exceeding 50 years from the date of its incorporation. However, this period may be extended to a maximum of 150 years. Its constitution contains the specific matters as laid down in the law. 

A dormant company is one which has no significant accounting transaction during a certain period of time. A significant accounting transaction excludes the payment of bank charges, licence fees and any compliance costs.  A company may declare itself to be dormant by passing a special resolution which it shall file with the Registrar 14 days of the date of resolution. 

A resident corporation held or controlled by a person who is not a citizen of Mauritius, that is conducting or proposing to conduct business principally outside Mauritius, will need to apply for a GBL. The GBL is subject to the following enhanced substance requirements:

• Its core income-generating activities must be carried out in or from Mauritius, and the GBL will be required to employ directly or indirectly a reasonable number of suitably qualified persons to carry out the core activities, as well as have a minimum level of expenditure, which is proportionate to its level of activities
• It must be managed and controlled from Mauritius
• It must be administered by a management company.

In line with existing provisions, when determining management and control, the Financial Services Commission (FSC) will consider the following:

• If the GBL has at least two directors, resident in Mauritius and of sufficient calibre to exercise independence of mind and judgment
• If the GBL will maintain, at all times, its principal bank account in Mauritius
• If GBL will keep and maintain, at all times, its accounting records at its registered office in Mauritius
• If the GBL will prepare its statutory financial statements and cause such financial statements to be audited in Mauritius
• If the GBL will provide for meetings of directors to include at least two directors from Mauritius.