Company Law: Process of Incorporating Domestic Companies in Mauritius

This report provides a comprehensive overview of the process for incorporating a domestic company in Mauritius and Rodrigues, referencing the Companies Act 2001. It begins with an introduction to the legal framework and the applicability of the Act. The report defines a domestic company within the context of Mauritian law, detailing the requirements as outlined in Section 21 of the Companies Act 2001, including the need for a company name, directors, members, and shares. The report then outlines the two primary methods of company incorporation: offline and online. The offline process involves submitting an application form (Form 1) along with supporting documents, including Forms 7 (consent of directors), 8 (consent of secretary), and 9 (consent of shareholders). The online process, facilitated by the Corporate and Business Registration Department (CBRD), involves a step-by-step procedure through an online portal. The report also discusses the requirements for name reservation, the necessary attachments for the application, and the associated fees for both private and public companies. The report concludes by highlighting the convenience and efficiency of the online process, which can potentially incorporate a company in a short time frame.

Running Head: BUSINESS AND CORPORATION LAW 0
Company Law
2019
Student’s Name
Company Law
10/7/2019

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Contents
Introduction......................................................................................................................................1
Domestic Company.........................................................................................................................1
Incorporation of domestic company................................................................................................2
Offline Process 4
Online Process 7
Conclusion.......................................................................................................................................8
References........................................................................................................................................9

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Introduction
In Mauritius, Companies Act 2001 is the lead legislation that regulates the incorporation as well
as orations of the companies in the nation. Here this is necessary to state that in addition to
Mauritius, the act is also applicable to Rodrigues. Every person who wants to start the business
under company structure in Mauritius and Rodrigues has to follow the well-defined procedure
established under the subjective act. The act itself consists of the provisions under Part III,
following that a business can be registered as a company. In the following paper, the focus will
be made in the process of domestic company incorporation in Mauritius and Rodrigues. Further
related sections of Companies will also be discussed. In addition to the process of company
incorporation, various forms involved in the same shall also be discussed.
Domestic Company
Before moving the discussion towards the process of incorporation, the meaning of a domestic
company is required to understand. This is to state that for Mauritius, a domestic company is the
one that is incorporated under the law of this country and governed by the same
(Mitcoworld.com, 2019).
What Companies Act 2001 Says?
As discussed above, the act prescribes the provisions related to company incorporation that are
required to discuss here. Section 21 of the act outlines the essential requirements and different
kinds of companies. Subsection 1 of this section states that every company shall have a name,
one or more directors, one or more members, and one or more shares (in case of a company

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having share capital). Section 21 (2) states that different kinds of companies can be there such as
a limited or unlimited company. A company can be limited by shares, by guarantee, or by both
(Applebyglobal.com, 2019). A company is treated as a public company unless, in the application
form of incorporation or the constitution, it is mentioned that the same is a private company.
Hence, to state that while incorporating a private company, it is necessary to show such
intention. Subpart B of Part III of the act stipulates the methods of incorporation. As per section
22 of the act every person can make an application for the incorporation of the company subject
to the provisions of this act. Section 23 stipulates the provisions related to the application for
incorporation. Such an application is required to be sent to the registrar of companies, must be
signed by each applicant, and accompanied by the supporting documents
(Companies.Govmu.Org, 2019a). These supporting documents include different kinds of
declaration. The content of the application form shall be discussed further in this paper.
Incorporation of domestic company
Following are the requirements for the incorporation of the domestic company:-
Director: - at least one resident director
Shareholder: - at least 1 shareholder which is not required to be a resident of Mauritius
(Gfingroup.com, 2019).
Minimum capital: - no minimum share capital (Sovereigngroup.com, 2019)
Company Secretary: - One company sectary needs to be there
Mainly two ways are there to incorporate a domestic company in Mauritius and Rodrigues, one
is online and another offline. The online procedure can be adopted by using the digital platform

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offered by the corporate and business registration department (CBRD) of the nation whereas, in
the case of offline methods, a person needs to submit the application form and other attachment
to the office of registrar of companies (ROC).
Name reservation
Before making an offline application of incorporation, a person is required to ensure that the
name of the proposed company is available for the allocation. In the case of the online
application, a request for name reservation may be done along with the application of company
incorporation. Section 31 of the act states that the registrar does not approve the registration of a
company if the name is not available or inappropriate to allocate. According to section 32 of the
act, the name of every limited company shall include the word limited.
Section 34 of the act states that for the reservation of name, an application is required to be made
to the registrar of companies. A registrar does not approve the name if the same is already
registered or registrar find the same offensive or the name is in contravention of the provisions of
this act. Following are some of the examples of words mentioned under section 35 of the act,
which cannot be used in the name of the company:-
 Words like presidential, regional, government, state, corporation or any other name that
suggest a company would enjoy the patronage of the government of nation or any state
 Chamber of commerce
 Chartered or municipal or any other words that suggest a company would enjoy the
patronage of the local authority of nation or anywhere else
 Co-operative

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Such a reservation of the company lasts for 2 months. After knowing the requirement and
process of name reservation, the other thing to know is online as well as offline method to
incorporate companies, which are mentioned below.
Offline Process
If a person is done with the reservation of the company name, the same requires to approach
ROC. For incorporating a company by using offline mode, a person is required to submit the
application form along with the forms 7, 8 and 9 wherever necessary. After the receipt of this
form, attachment, and applicable fee, the registrar is required to consider and review all the
documents.
The above-mentioned form may be download from the site of CBRD. The application form is
known as form 1. The form asked various kinds of information related to the proposed company,
which are mentioned as below:-
In the first section, it asks for the name of the company. Here the name of the proposed
company which is already approved by ROC is required to be mentioned.
Type of company where a person is required to mark a tick on the domestic company (in
case of registration of domestic company).
The registered office address is another kind of information that this form asked. Here the
applicant needs to choose whether the company is going to incorporate in Mauritius or
Rodrigues.
Details related to the business of the proposed company. Here applicant requires
stipulating the general nature of the business, its location, and location of the principal
business, e-mail address, actual and expected workforce and so on.

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At the end of this application form, the applicant needs to place his/her signature where the same
declares the provided information is true and correct along with the date and place of signing.
This form prescribes seven kinds of attachment, which needs to be submitted along with the
same to ROC. Out of these seven attachments, four attachments are different forms that are
discussed further in this report. Another attachment includes a notice for reservation of name.
Secondly in some of the cases, the agent signed the form on behalf of the member or shareholder
of the proposed company, in such a situation an authority letter (a form of proxy) for this agent
is also required to be attached. Lastly, the constitution of the company as well as any legal
certificates if any there needs to be attached along with the form. Such a copy of the constitution
is required to be signed by one of the applicants of the company.
Form 7:- The first form, which needs to be submitted with the application form, is form 7. This
form is titled as consent and certificate of the director. The form consists of particulars of
directors such as the name of the name, residential status, name of the proposed company and
business occupation. The lead motive of this form is to collect personal information of directors
who are going to manage the proposed company and to check whether these people are ready to
act on this position or not. In conjunction with the above-mentioned information, the form also
asks service as well as the residential address of directors. At the end of the form, individuals
give consent to become a director. For every director, different forms need to be filled and
attached.
Form 8:- This form is titled as consent and certificate of secretary. As mentioned above, a
company secretary needs to be there hence his/her consent also required to be taken. The
information asked in this form is far similar to form 7. It means here, personal information
related to company secretaries such as name, residential address and postal addressed needs to be

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submitted. Similarly, the secretary needs to give a self-declaration and consent for acting at this
position.
Form 9:- The form is related to the consent of shareholders. Personal information related to a
person who is ready to become a shareholder of the company at the time of incorporation of the
company needs to be mentioned. Further details related to shares taken by the person are also
needs to be mentioned here. Such information includes several shares, class of the same, amount,
and payment mode of share application money, the amount paid, and amount due and so on.
Form 10:- This is a form that consists of member's consent in case of a company limited by
guarantee.
Besides, the above-mentioned mandatory attachment, some other documents also should be
attached to the application. Such documents include evidence of the director's address, in case of
non-residents photocopy of passport, in case of one person company, evidence of secretary'
address, if a company only have a director and the same is foreigner then a copy of his/her
residence permit (Blueazurite.com, 2019). This application and all the attachments require to be
submitted to ROC along with the fee. For private companies, the fee payable is Rs. 3000 and for
a public company, the same is Rs. 13500 (Companies.Govmu.Org, 2019b).
Online Process
CBRD has developed the online portal to incorporate the company to make the process easy and
fast. The significance of this online facility may be understood by the fact that through this portal
a domestic company may be incorporated in 2 hours (Mauritiusinsideout.com, 2019). For
forming a company in Mauritius and Rodrigues by using this portal, one needs to first make an
ID on the portal following the link mentioned below:-

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https://www.portalmns.mu/cbris-F1Dom/login
(Mcci.org, 2019)
A total of 8 steps are mentioned there following which a company may be incorporated. The first
step is the company name registration. The second step is filling the company information. Here
the details related to the company such as nature and category of the company need to mention.
The third step is titled as officers, where details related to officers of the company such as
directors and officers need to mention. Under forth step details related to the principal business
of the company needs to mention. These details are the same as asked under the offline
application form. Under the fifth step, the applicant needs to mention details of other businesses
if any (Portalmns.mu, 2019). After providing all this information, the required documents need
to be attached. Attachments are the same as mentioned above while discussing the offline
procedures. The seventh procedure provides a summary of all the details filled by the applicant
in the last sixth steps. Here applicant needs to ensure that the provided information is correct.
Once the payment is done, this information cannot be alerted. The last step involved in the
process is making payment of the form. The fee is similar to offline mode i.e. for private
companies it Rs. 3000 and for a public company, the same is Rs. 13500. As soon as the applicant
makes the payment, the application for incorporation of the company seems to be submitted to
the ROC.
Section 24 of the act states that whenever a registrar is satisfied with the particulars mentioned in
the application form and validity of the attachment then the same approves the company. At such
approval, the registrar enters the particulars of the company on the register as assigned the same
a company number, which is unique for every company. Section 25 of the act is another

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important section, which states that the certificate of incorporation can be understood as
conclusive evidence of the fact that all the compliance for registration of the company has been
done and the company came into existence with effect from the date mentioned in the subjective
certificate.
Conclusion
Conclusively this is to state that in Mauritius and Rodrigues a domestic company may be
incorporated by offline or online mode. Both of the methods have been discussed above. To save
time, additional cost, and efforts it is recommended to use the online method for the registration
of domestic companies in the said nation. Companies Act 2001 also provides provisions related
to incorporation, which have also been discussed and reported in this paper.

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References
Applebyglobal.com. (2019) Guide To Companies In Mauritius. [online] Available from:
https://www.applebyglobal.com/wp-content/uploads/2019/04/guide-to-companies-in-mauritius-
january-2016.pdf [Accessed on 07/10/2019]
Blueazurite.com. (2019) Investing in Mauritius by creating a domestic company. [online]
Available from: https://blueazurite.com/2019/06/10/investing-in-mauritius-by-creating-a-
domestic-company/ [Accessed on 07/10/2019]
Companies Act 2001
Companies.Govmu.Org. (2019a) The Companies Act 2001. [online] Available from:
http://companies.govmu.org/English/Legislation/Documents/amendments18102018/Companies
%20Act%202001%20amended%20up%20to%202017%20(2)%20(2).pdf [Accessed on
07/10/2019]
Companies.Govmu.Org. (2019b). The Companies Act. [online] Available from:
http://companies.govmu.org/English/Documents/FeesPayable2013.pdf [Accessed on
07/10/2019]
Gfingroup.com. (2019) Domestic Companies. [online] Available from:
https://www.gfingroup.com/products/domestic-companies [Accessed on 07/10/2019]
Mauritiusinsideout.com. (2019) How to start a Mauritius Business. [online] Available from:
mauritiusinsideout.com/mauritius-business.html [Accessed on 07/10/2019]

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Mcci.org. (2019) Incorporation of companies – Within 2 hours. [online] Available from:
https://www.mcci.org/en/inside-mauritius/doing-business/start-a-business/incorporation-of-
company/ [Accessed on 07/10/2019]
Mitcoworld.com. (2019). Domestic Companies. [online] Available from:
https://mitcoworld.com/en/product/domestic-company [Accessed on 07/10/2019]
Portalmns.mu. (2019) Company Incorporation Form F1. [online] Available from:
https://www.portalmns.mu/cbrisF1Dom/f1application/editF1ApplicationForm/
0LPmfnMJUApc5GcTeAwgdqmwJB43KQSv [Accessed on 07/10/2019]
Sovereigngroup.com. (2019) Domestic Companies. [online] Available from:
https://www.sovereigngroup.com/mauritius/domestic-companies/ [Accessed on 07/10/2019]