Companies incorporated in Mauritius are regulated by the Companies Act 2001, in effect from 1st December 2001. The Companies Act 2001 provides a modern and efficient framework for companies to carry out their business activities and aims to facilitate enterprise, promote transparency and enhance competitiveness. The company legislation is designed to be clear, flexible and in line with international standards and concerns. The Act also aligns the legal provision governing domestic companies with Global Business Companies.
A company may either be set up as a public or a private company. A public company is a listed company where the shares or class of shares of the company have been admitted to quotation on the Official List of the Stock Exchange of Mauritius. A private company is one which cannot have more than 25 shareholders; cannot offer its shares or debentures to the public; and may restrict transfer of its shares.
The constitution of a company is a contract between the company and the members, and the members themselves. The constitution has replaced the Memorandum and Articles of Association. There is no requirement for a company to have a constitution. In practice, an LLC, a company in migration, an amalgamated company or foreign company seeking registration must have a constitution.
Upon incorporation of a company any person named in the application as a shareholder is deemed to have been issued with the relevant number of shares specified therein. However, a Category 2 Global Business company may not issue partly paid shares. There is no minimum share capital.
If allowed by the constitution, the company may issue a different class of shares. The constitution may allow the company to issue shares which may be redeemable, non-voting or shares which confer preferential, special or limited rights to income, capital or voting.
The business and affairs of a company are managed by or under the direction of the board. The Board of Directors means: (a) the Director, if the company has only one director; or (b) the directors acting together where the number is not less than the required quorum.
A company must have at least one director who must be ordinarily resident in Mauritius. The Companies Act 2001 places no limit on the number of directors. The constitution may further provide for such number to be increased or reduced by an ordinary resolution by the Board. In practice, the composition and quorum of a Board of a Global Business Company must take account of tax residency requirements.