Doing Business

Mauritius boasts of a conducive environment for business facilitation, activities and investment with a comprehensive set of guiding legislations including the Business Facilitation (Miscellaneous Provisions) Act 2019, the Companies Act 2001, the Business Registration Act 2002 and the Financial Services Act 2007.

According to the World Bank’s Doing Business 2020 report, new small- to medium-sized limited liability companies can start their business activities and formally operate in Mauritius within 4.5 days compared to 21.5 days in Sub-Saharan Africa and 9.2 days in OECD high income economies.

Choice of the business structure:
There are different ways of structuring a business in Mauritius. Some of the commonly used structures are:
(i) Companies
The Companies Act 2001, together with the Financial Services Act 2007 where relevant, provides for several categories of companies:

• Domestic Company (DC)
• Global Business Company (GBC)
• Authorised Company

These companies may be:
a) 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.

b) 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.

c) Limited by shares and guarantee
A company formed on the principle of having the liability of its members

• who are shareholders, limited to the amount unpaid, if any, and
• who have given a guarantee, limited to the amount they have undertaken to contribute

d) Unlimited Company
A company formed on the principle of having no limit placed on the liability of its shareholders.

e) Limited Life Company
A company whereby its constitution limits its life to a period not exceeding 50 years from the date of its incorporation. However, by resolution, it can alter its constitution to extend this period to a maximum of 150 years.

f) 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.

g) Dormant company
Where a company has been dormant from the time of its formation; or has been dormant since the end of its previous accounting period and is not required to prepare group accounts for that period, the company may, by a special resolution passed at a meeting of shareholders of the company at any time after copies of the annual accounts and reports for that year have been duly sent to shareholders under section 219, declare itself to be a dormant company.

Companies incorporated or registered under the Companies Act 2001 can be either private or public.

1. Public company:
May have more than 25 shareholders and may offer to sell its shares to the public.

2. Private company:
Shall not have more than 50 shareholders and shall not make any offer to the public to subscribe for its shares or debentures. A private company is termed as a small private company if its turnover in the last preceding accounting period is less than 50 million rupees or such other amount as may be prescribed; it is not a company holding a Global Business Licence and it is not an entity specified in the First Schedule to the Financial Reporting Act.

(ii) Societés or Partnerships
A "partnership" is an association of 2 or more partners (associés) formed for a specific purpose. "Societés", commonly called "partnerships" are governed by The Code de Commerce (Amendment) Act, Act 21 of 1985. The duration (durée) of a partnership is determined in the deed (status) but shall not exceed 99 years. However, the partners may, at any time before the duration comes to an end or at the end of the duration, either renew or extend or dissolve the Partnership.

(iii) Limited Partnerships
A limited partnership is set up under the Limited Partnerships Act 2011. A limited partnership can elect to have legal personality and must have at least one general partner who is liable for all the debts and obligations of the partnership, and one limited partner who is liable only up to the maximum amount of its commitment.

A limited liability partnership (LLP), introduced by the Limited Liability Partnerships Act 2016 (LLP Act), is a new type of partnership vehicle. It combines features of both a company and a limited partnership.

(iv) Foundations
A foundation is set up under the Foundation Act 2012. A foundation can be set up for any purpose specified in its charter, provided its objects are not contrary to the laws of Mauritius. Purposes can be charitable, non-charitable or both, and for the benefit of a person or a class of persons or to carry out a specified purpose, or both.

Further information on the different business structures in Mauritius as well as the main legal texts mentioned above can be accessed as follows:

• Corporate and Business Registration Department
• Companies Act 2001
• Financial Services Act 2007
• Business Facilitation (Miscellaneous Provisions) Act 2019
• Business Registration Act 2002