Mauritius: Doing Business In Mauritius - The Corporate Options

Last Updated: 5 June 1996
Business in Mauritius may be conducted in an incorporated or unincorporated form.

By reason of its history of colonization first by the French and then by the English, Mauritius has a hybrid legal regime which mixes civil law and common law. Substantive law, such as the property, contract, family, landlord and tenant, sale of goods and insurance law, is largely set out in the Civil Code which is based on the Code Napoleon. Company law is, however, based on the common law model.

The judicial system is adversarial, although the judiciary are recruited as in the French system. The legal profession is organised along English lines with its division between barristers and solicitors, known as attorneys. Cases are pleaded in English and court procedure is largely English-based. The law of evidence is, however, largely French-based.

The most widely used unincorporated form of doing business, the sole trader, is governed by the French-based Code de Commerce. The French form of partnership, the societe, governed by the Code Civil and by the Code de Commerce ,is also used.

Incorporated forms of business comprise Onshore Companies, Offshore Companies and International Companies.

ONSHORE/OFFSHORE

Onshore and Offshore Companies are governed by the Companies Act 1984 which is modelled on the UK Companies Act of 1948. The Mauritius Offshore Business Activities Act 1992, which applies to Offshore Companies, disapplies a number of the sections of the Companies Act 1984 to Offshore Companies. It lists those offshore business activities which the Mauritius Offshore Business Activities Authority will approve:

(a) offshore banking
(b) offshore insurance;
(c) offshore funds management;
(d) international financial services;
(e) operational headquarters;
(f) international consultancy services;
(g) shipping and ship-management;
(h) aircraft financing and leasing;
(i) international licensing and franchising;
(j) international data processing and other information technology services;
(k) offshore pension funds;
(l) international trading;
(m) international assets management;
(n) international employment services;
(o) any other activity approved by the Authority.

There are restrictions on non-Mauritians owning Onshore Companies. Offshore Companies may be owned 100 per cent by non-Mauritians while there are restrictions on Mauritian residents owning shares in Offshore Companies.

Onshore Companies conduct their business in Mauritian rupees. Offshore companies conduct their business in foreign currency and may not do business in the Mauritian rupee with Mauritian residents except to take local professional advice, employ local staff and rent local property. They must maintain a registered office in Mauritius. Exchange control has been suspended in Mauritius and, in any event, does not apply to Offshore Companies.

Onshore Companies are liable to Mauritian corporate income tax at the rate of 35 per cent. Offshore companies are liable to Mauritian corporate income tax at the rate of zero per cent although they may elect to pay tax at any rate from zero to 35 per cent.

Onshore Companies are required to file full returns with the Companies Registry. Offshore Companies have fewer filing obligations to fulfil. Within the Offshore require the Offshore Company is the vehicle used to acquire double taxation treaty, benefits.

INTERNATIONAL COMPANY

The International Company ("IC") is Mauritius' version of the international business company and is governed by the International Companies Act 1994.

It is a flexible and inexpensive vehicle for cross-border activities. The International Company can carry out any international business activity except:

  • Banking, insurance and reinsurance
  • Collective investment funds
  • Nominee services
  • Trusteeship services (if more than three trusts)

It is available to non-resident investors only. The International Company cannot own real estate in Mauritius or any interest in a Mauritian Onshore Company. The International Company must maintain a registered office and registered agent in Mauritius which will be an offshore management company or an offshore bank. It can have a minimum of one member, and one director which can itself be a company. An International Company can be formed as a Limited Life Company.

The International Company is non-resident for tax purposes and pays no Mauritian tax. It is, therefore, unable to access Mauritius' tax treaty network. The International Company is exempt from exchange control and from the payment of stamp, registration and other duties.

LIMITED/UNLIMITED LIABILITY

Both Onshore and Offshore Companies can be of limited or unlimited liability. A Company limited by shares is defined as a company in which the liability of the members is limited to the amount, if any, unpaid on the shares held by them.

The members of an unlimited liability company are liable to contribute to the last cent of their personal fortune to satisfy the Company's liabilities when it is wound up. The members are not, however, directly liable to the creditors.

LIMITED LIFE OFFSHORE COMPANY

The Mauritius Offshore Business Activities (Companies) Regulations 1995 introduced the concept of the Limited Life Offshore Company. The constitution of the Limited Life Offshore Company may contain provisions which provide for the automatic dissolution of the company upon the happening of certain events, and provide for characteristics of a partnership for US tax purposes. An Onshore Company cannot be of limited life.

LIMITED BY GUARANTEE

Onshore and Offshore Companies may be limited by guarantee. A company limited by guarantee is defined as a company in which the liability of the members is limited to the amount they may have undertaken to constitute to the assets of the Company, in the event of its being wound up. This amount, with a legal minimum of Rs5000, must be stated in the Memorandum. Where a company has for its object the making of profits, it shall not be registered as a company limited by guarantee. The hybrid form of company limited by shares and by guarantee has not been available since the coming into force of the Companies Act 1984.

PRIVATE/PUBLIC

Onshore and Offshore Companies are either privately owned or publicly held. Every company is a public company unless its memorandum states that it is a private company. A private company is a company which, by its articles, restricts the right to transfer its shares, limits the number of its members to 25 (minimum two), and prohibits any invitation to the public to subscribe for its shares. A private company is either an exempt or a non-exempt private company. An exempt private company is one which has an issued share capital and reserves of less than Rs 2 million and a turnover of less than Rs 4 million. Only Onshore Companies qualify as exempt private companies.

A public company is a company not being defined as a private company. The minimum number of members is two and there is no maximum. The shares can be freely transferred and the public may be invited to subscribe to the capital, subject to the requirements for a prospectus being complied with. Private companies are not legally required to publicly issue financial statements. An International Company cannot be a public company.

The distinctions between Onshore and Offshore Companies, and between private and public companies are expected to be radically reduced in a major overhaul of the Companies Act 1984 which is planned for later this year. It is expected that the 1984 Act will be replaced by an entirely new act modelled on New Zealand companies legislation.

The content of this article is intended to provide general information on the subject matter. It is not, therefore, a substitute for specialist advice.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

 
In association with
Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions