Key Takeaways
- Selecting the right company vehicle and reserving the name come before you file anything with the registry.
- Appointing a registered agent and establishing a registered office in Mauritius are prerequisites for incorporation.
- Lodging your application with the CBRD leads to a registry review and issue of the certificate of incorporation.
- After incorporation you must set up statutory registers, allot shares, and hold the first board meeting to complete initial compliance.
Incorporating a Company in Mauritius: An Overview of the Process
For a foreign owner, incorporating a company in Mauritius means filing online with the Corporate and Business Registration Department (CBRD), a department of the Ministry of Finance that registers companies under the Companies Act 2001. No government pre-approval is needed to form a standard domestic company, though specific regulated activities may require a separate licence.
The country runs a dual regulatory system. The Registrar of Companies handles entities formed under the Companies Act, while the Financial Services Commission (FSC) supervises global business and financial services activity.
Three vehicles matter to a non-resident. The private company limited by shares (Ltd) is the standard choice for a domestic presence; the Global Business Company (GBC) is the most registered structure among international investors and is used mainly for cross-border holding and investment; the Authorised Company suits a non-resident business that conducts no local dealings.
This article walks through the practical steps to register a Mauritius company, from naming and filing to the post-incorporation tasks that follow. It is written for foreign business owners and their advisers comparing jurisdictions before committing.
A point on the legal foundation. The system draws on both English common law and the Napoleonic Code, a duality that shapes how entities are structured and governed.
Choosing Your Company Vehicle and Reserving the Company Name
The private company limited by shares carries separate legal personality, so its debts sit with the entity rather than its owners. Its shares cannot be offered to the public and are subject to transfer restrictions set in the constitution.
A private company takes from 1 to 50 shareholders. Cross that ceiling and the firm must convert into a public company.
A GBC is incorporated under the Companies Act 2001 and the Financial Services Act 2007 and primarily conducts business outside the country. Foreign investors using Mauritius for holding or investment activity generally choose this route, which adds an FSC licensing layer on top of registration.
Name reservation comes first, and it runs through the CBRIS portal at cbris.mns.global. You may propose up to three names in a single application, and the Registrar must approve and reserve a name before any company can use it.
A limited liability company must carry "Limited", "Limitée", "Ltd" or "Ltée" in its name unless the Registrar grants a dispensation. Names identical or too similar to an existing company are refused outright.
Some words are gated. Terms such as "Authority", "Government", "Mauritius", "National", "President" or "Republic" require the Minister's written consent.
Before applying, review the prohibited company names list on the CBRD website. A name that clashes with an existing entry triggers instant rejection and a fresh filing.
The reservation is filed on Form BN/1 and a Name Reservation Certificate is mandatory. The statutory fee is roughly MUR 100, the reservation holds for two months, and it can be extended once.
Approval is quick. Confirmation usually arrives within 24 hours.
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Appointing a Registered Agent and Establishing a Registered Office
Every company must keep a physical address in Mauritius where statutory notices and legal documents can be served. This is the address for service of legal proceedings.
A P.O. Box alone will not do. A virtual office is acceptable only where the service provides a genuine physical street address, and an overseas address is never accepted.
For a domestic private company, the Companies Act 2001 does not require a licensed registered agent; any qualifying physical address in the country satisfies the obligation. The position changes once a global business structure is involved.
A GBC must at all times appoint a management company to handle its administration, and that company acts as its point of contact with the FSC. Only a licensed management company may act as registered agent for a GBC, and the same firm can serve as company secretary.
An Authorised Company must also appoint a licensed management company as registered agent, and its registered office must sit at that company's premises.
Deciding on Directors and Shareholders Before You File
A domestic private company needs a minimum of one director and one shareholder, and a single person can hold both roles. The Companies Act 2001 expressly allows one person to form a company.
No residency rule applies to the directors or shareholders of a domestic private company limited by shares. Foreign nationals may fill every position.
The company secretary is the exception that brings local substance into the picture. Every Mauritius company must appoint one, the secretary must be a locally resident qualified individual, and a sole director cannot simultaneously act as secretary. The office must not stay vacant for more than three months.
A GBC carries heavier governance demands. To confirm that it is managed and controlled in the country, the company must meet several conditions:
- At least two directors resident in Mauritius, of sufficient calibre to exercise independent judgement
- Its principal bank account maintained in Mauritius
- Accounting records kept at its registered office in the country
- Financial statements audited locally
A GBC needs a minimum of one shareholder, including where it is a wholly owned subsidiary. Nominee shareholders are allowed for a GBC provided the beneficial owners are disclosed.
Expect to provide KYC material at the filing stage. For all shareholders, directors and the secretary, that means full name, address, nationality and occupation; authenticated passport or national ID copies for foreign principals; and a utility bill or bank statement as proof of residential address.
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Preparing the Constitution and Incorporation Application
A constitution is optional. Section 39 of the Companies Act 2001 lets a company adopt one, but the Act already supplies default rules for the company, its board, directors and shareholders, so most small private firms file without a constitution and operate under those defaults.
Where no constitution is filed, a private company runs on the model set out in the Act's Second Schedule. The rights, powers and duties of everyone involved are then those the Act prescribes.
The application package centres on consents and disclosures rather than a long charter. Each named director or secretary signs a consent-to-act form certifying they are not disqualified, and each shareholder signs a consent specifying the class, number and consideration for their shares.
| Form | Purpose |
|---|---|
| Form 1 | Application for incorporation |
| Form 7 | Consent of every director |
| Form 8 | Consent of secretary (if appointed at incorporation) |
| Form 9 | Filed as part of the application set |
| BO letter | Beneficial ownership letter, signed by a director |
You must also state a description of the business activity and the matching SIC Code (Standard Industrial Classification), along with the registered office address, shareholder and director details, and the capital structure.
On capital, the Act sets no minimum share capital for either a domestic private company or a GBC. The company must still issue at least one share at incorporation; a zero-share structure is not permitted.
Shares are issued as registered shares only. They can be split into classes carrying different rights and may have a par value or none.
Lodging Your Application with the Corporate and Business Registration Department (CBRD)
Filing is an online sequence. First, register with Mauritius Network Services (MNS) to obtain a username and password; then complete the incorporation on the Companies and Business Registration Integrated System (CBRIS) and upload the supporting documents.
A foreign applicant setting up the account needs contact details, user details and a copy of their passport.
The documents lodged with the Registrar are Form 1, the notice of name reservation, Form 7 for every director, and Form 8 for the secretary where one is appointed. The beneficial ownership letter accompanies them.
Payment is made online through the CBRIS platform by credit card or MauCAS. The official fee schedule published by the Registrar is the source to confirm the current incorporation charge, set out in the Twelfth Schedule.
The combined cost of name reservation and incorporation for a straightforward domestic company is modest, in the order of a few hundred Mauritian rupees. Confirm the exact figure against the published schedule before you file, since the statutory and annual fees are revised periodically.
Annual registration fees are a separate, recurring charge tied to turnover. For the 2026 schedule, a small private company with turnover up to MUR 30 million pays MUR 500 on time (MUR 750 if late), while one with turnover above MUR 30 million but under MUR 100 million pays MUR 2,500 (MUR 3,750 if late).
Trade fees, where they apply, are due at incorporation or within 15 days of starting operations. Businesses whose trade fee would not exceed MUR 5,000 are exempt.
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Registry Review and Issue of the Certificate of Incorporation
Once satisfied that the application complies and the prescribed fees are paid, the Registrar enters the company's particulars on the register, assigns it a unique company number, and issues a certificate of incorporation. From that point the company is a body corporate that continues in existence until removed from the register.
You receive an Electronic Certificate of Incorporation and a Business Registration Card (BRC). The card carries the Business Registration Number (BRN), the company's single identifier for government and the Mauritius Revenue Authority (MRA), and the company is automatically registered as an employer with the MRA on incorporation. No company seal is required by law for dealings with third parties.
Timing for a standard domestic company is short. With documents in order and the name approved without objection, incorporation can complete in one to three business days; counting from first login on CBRIS to the certificate, three to five business days is realistic.
A GBC follows a longer path because the FSC sits in the chain. The FSC first issues a letter of intent stating its conditions, approval-in-principle follows, and only then does the incorporation application go to the Registrar. Full incorporation and licensing is generally completed within 15 days where everything is submitted upfront.
Setting Up Statutory Registers and Allotting Shares After Incorporation
The principal register must be kept in Mauritius, and maintaining the statutory records falls to the company secretary. That role also covers filing annual returns with the Registrar, recording board resolutions, and keeping CBRD records current.
The Companies Act 2001 requires four core registers:
- Register of shareholders
- Register of directors
- Register of secretaries
- Accounting records
Beneficial ownership sits alongside these. The Registrar maintains a Beneficial Ownership Register recording each beneficial owner's full name, residential address and passport or National Identification Number, and a beneficial ownership letter signed by a director is lodged at incorporation. Disclosure obligations under the Financial Intelligence and Anti-Money Laundering Act continue well beyond that first filing.
Allotment is the immediate post-incorporation share step. At least one share must be issued; shares are registered only, may be divided into classes, and may carry a par value or none.
During the CBRIS process you also supply the details used for VAT registration purposes, so part of the tax setup begins inside the incorporation flow.
Holding the First Board Meeting and Completing Initial Compliance Steps
The first directors' meeting puts the company into operating order. Typical business includes:
- Formally allotting the shares agreed at incorporation
- Confirming the registered office
- Ratifying the company secretary's appointment
- Approving the accounting reference period
- Authorising the opening of a bank account
Notice of a directors' meeting goes to every director in the country and states the date, time, place and agenda. Where the constitution or board has not fixed a quorum, a majority of directors applies, and directors may act by written resolution instead of meeting. Meetings need not be held in Mauritius.
Shareholder meetings run on a separate clock. A company must hold its first annual meeting within 18 months of incorporation, meaning none is required in the first year; thereafter, meetings fall no later than six months after the balance sheet date and within 15 months of the previous one.
On the tax side, employer registration with the MRA happens automatically, and Tax Account Number (TAN) registration is required and free of charge. A GBC seeking treaty benefits applies to the MRA for a Tax Residence Certificate on the FSC's recommendation.
Reporting duties begin straight away. Financial records must be kept accurately, annual returns filed (with both the FSC and MRA for a GBC), and any change in beneficial ownership reported to the management company within 14 days.
Conclusion
Incorporating a standard private company in Mauritius is a quick, online process with no residency bar on directors or shareholders, no minimum capital, and a turnaround often measured in days rather than weeks. The two obligations a foreign owner cannot skip are a local registered office and a resident company secretary, and a global business structure adds an FSC licensing layer with genuine substance requirements. Get the name, consents and beneficial ownership disclosure right before filing, and the registry stage rarely stalls. Match the vehicle to your purpose, since the choice between an Ltd, a GBC and an Authorised Company drives every step that follows.
How Expanship Can Help Your Business in Mauritius
Expanship handles the full incorporation of a Mauritius company on your behalf, from name reservation and document preparation to filing on CBRIS and collecting your certificate, and supports the wider needs of a foreign-owned entity once it is live.
- Company incorporation and entity selection across the Ltd, GBC and Authorised Company structures
- Registered agent and registered office provision within the country
- Tax registration and filing, including TAN and VAT setup
- Ongoing compliance management and statutory register upkeep
- Accounting and bookkeeping for annual returns and audit
- Banking introduction to support account opening
To discuss your incorporation, contact Expanship Mauritius.
Frequently Asked Questions
A straightforward domestic company limited by shares can be incorporated in one to three business days once the documents are in order and the name is approved without objection. Measured from your first login on the CBRIS portal to the certificate, three to five business days is a realistic range, while a GBC generally takes around 15 days because of the FSC licensing step.
Yes. A domestic private company limited by shares has no residency requirement for its directors or shareholders, so foreign nationals may hold the entire company. The Companies Act 2001 also allows a single person to form and own a company.
No minimum share capital is prescribed for either a domestic private company or a Global Business Company under the Companies Act 2001. The only hard rule is that at least one share must be issued at incorporation; a zero-share structure is not permitted.
A domestic private company needs no resident director, but every company must appoint a company secretary who is a locally resident qualified individual. A sole director cannot also act as secretary, and the office must not stay vacant for more than three months.
The private company limited by shares is the standard vehicle for a domestic presence, while a GBC primarily conducts business outside the country and is favoured for cross-border holding and investment. A GBC must appoint a licensed management company, hold at least two resident directors, and meet substance conditions that an ordinary Ltd does not face.
No. A constitution is optional, and where none is filed the company operates under the default provisions of the Companies Act 2001, which most small private companies rely on. You can adopt a constitution later if you need rules that differ from the statutory defaults.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
