Steps to set up a company in Mauritius

Overview of the process

Setting up a company in Mauritius follows a structured process involving several parties: the management company (your local representative licensed by the FSC), the Registrar of Companies (registration of the company) and the Financial Services Commission (FSC) (issuance of the licence). The whole process is governed by the Companies Act 2001 and the Financial Services Act 2007.

Step 1: Choice of legal structure

The first step is to determine which legal structure best suits your project. This decision rests on the analysis of several criteria:

• Tax objectives: do you need access to double taxation avoidance agreements?
• Nature of the activity: trading, consulting, holding, investment fund, e-commerce?
• Target markets: in which countries will you operate?
• Budget: what annual budget can you allocate to maintaining the structure?
• Image and credibility: what level of substance and regulation do you want?

To help with this choice, see our GBC vs AC comparison or use our interactive comparator.

Step 2: Selection of the management company

The management company is the mandatory intermediary for setting up and administering a GBC or an AC. Licensed by the FSC under the Financial Services Act 2007, it provides all administration and compliance services.

Selection criteria: experience, reputation, range of services, cost, responsiveness, sector expertise and size of client portfolio.

Step 3: Due diligence and document collection

The due diligence phase is crucial. The management company is required by law (FIAMLA 2002, AML/CFT Act) to verify the identity and integrity of all parties involved before proceeding with incorporation.

For each individual shareholder

• Certified copy of passport (by a notary, lawyer or licensed accountant)
• Proof of address less than 3 months old (utility bill, bank statement)
• Professional bank reference (letter from the client's bank)
• CV or biographical summary
• Proof of source of funds
• Declaration of source of wealth

For each corporate shareholder

• Certificate of incorporation or equivalent
• Constitution / bylaws of the company
• Register of directors and shareholders
• Certificate of good standing or equivalent
• Group organisational chart down to the ultimate beneficial owners (UBOs)
• KYC documents on the UBOs (ultimate beneficial owners)

For proposed directors

• Certified passport and proof of address
• Detailed CV (relevant professional experience)
• Personal bank reference
• Declaration of no criminal conviction
• Declaration of no bankruptcy

Documents relating to the activity

• Business plan: description of the activity, target markets, financial projections, governance structure
• Expected income flows: nature and source of income, main customers and suppliers
• Risk analysis: identification of AML/CFT risks linked to the activity and the jurisdictions involved

Step 4: Name reservation

The management company reserves the desired name for your company with the Registrar of Companies. The reservation is valid for 30 days and can be renewed. The name must comply with the following rules:

• Must not be identical or similar to a name already registered with the Registrar
• Must not be misleading or contrary to public order
• Must include the mention "Ltd" or "Limited" for limited liability companies
• Must not use certain reserved terms ("Bank", "Insurance", "Fund", "Trust") without prior authorisation from the competent regulator

Step 5: Drafting the constitutive documents

The management company prepares the company's constitutive documents in accordance with the Companies Act 2001:

• Constitution: the equivalent of bylaws, defining the corporate purpose, governance rules, shareholders' rights, directors' powers and decision-making procedures
• Incorporation form: information on the company, directors, shareholders and registered office
• Directors' resolutions: appointment of the secretary and auditor, approval of the registered office and bank signatories
• Statutory registers: register of directors, register of shareholders, register of charges

Step 6: Incorporation with the Registrar

The complete file is filed with the Registrar of Companies. After verification, the Registrar issues:

• A Business Registration Number (BRN)
• A certificate of incorporation confirming the legal formation of the company

Incorporation generally takes 2 to 5 business days for a GBC and 2 to 3 business days for an AC.

Step 7: FSC licence application

In parallel with or immediately after incorporation, the management company submits the licence application to the Financial Services Commission:

• Global Business Licence for a GBC: the FSC reviews the business plan, the results of the due diligence, evidence of substance (resident directors, registered office) and the compliance of the structure
• Authorised Company Licence for an AC: a simplified procedure with reduced substance requirements and a shorter approval timeline

The FSC may request additional information or changes to the business plan. The approval timeline is 1 to 3 weeks for a GBC and 5 to 10 days for an AC.

Step 8: Opening the bank account

Once the company is incorporated and licensed, the management company initiates the opening of the bank account. This step is often the longest part of the process (2 to 6 weeks) owing to each bank's own due diligence requirements.

The documents generally required by the bank include:

• Certificate of incorporation and FSC licence
• Constitution of the company
• Board resolution authorising the opening of the account and naming the signatories
• KYC documents for all authorised signatories and beneficial owners
• Business plan and description of expected financial flows
• Initial deposit (USD 500 to 5,000 depending on the bank)

Step 9: Making the company operational

The final step is to complete the operational setup of your company:

• Tax registration: obtaining the Tax Account Number (TAN) from the Mauritius Revenue Authority (MRA)
• Appointment of the auditor: designation of a licensed auditor in Mauritius (mandatory for GBCs). You can entrust this task to corporate secretarial services
• Registered office: confirmation of the registered office and setting up the registered office
• Tax residence certificate: applying for a TRC from the MRA (GBC only, required to apply the DTAs)
• Accounting setup: choice of financial year, chart of accounts and accounting software
• Insurance: taking out mandatory or recommended insurance (public liability, D&O)

Summary checklist

Common mistakes to avoid

1. Incomplete KYC file: the number one cause of delay. Prepare all certified documents in advance and check that proof of address is less than 3 months old
2. Wrong choice of structure: an AC chosen to save money that later has to be converted into a GBC ends up costing more (conversion fees + 4-8 week delay)
3. Underestimating the budget: factor all recurring costs (audit, compliance, licence, registered office) into your annual forecast
4. Neglecting substance: a GBC without real substance risks having its licence withdrawn by the FSC and losing its preferential tax status
5. A business plan that is too vague: the FSC expects a detailed document with realistic projections, a precise description of the activity and identification of financial flows
6. Failing to account for obligations in your country of residence: check the CFC (Controlled Foreign Company) rules and reporting obligations of your home jurisdiction before setting up the structure. If you are considering relocating to Mauritius, find out about the investor permit (Occupation Permit)