Company Incorporation in Mauritius

No. An Authorised Company needs at least one director, and no director has to be ordinarily resident in Mauritius — it can be you, irrespective of your country of citizenship, origin, or residence, and a corporation can be appointed as director. The reverse is actually true of ownership: to qualify as an Authorised Company, the majority of shares or voting rights must be held by non-citizens of Mauritius, and the company’s central management and control must sit outside Mauritius. You can use Vepapu’s nominee director and nominee shareholder services to keep your identity out of the company formation documents as well.

An Authorised Company’s records — its register of members, register of directors and officers, minutes and accounting records — are exempt from the Companies Act’s public-inspection provisions and are held confidentially by its registered agent. Director and shareholder details of a private company are not released by the Corporate and Business Registration Department to third parties without the company’s authorisation. That is confidentiality, not anonymity: the FSC, the Registrar, the Mauritius Revenue Authority and law enforcement have access, and any change to the registers of directors, shareholders, or ultimate beneficial owners must be notified through your registered agent.

A registered address in Mauritius is required to form a company — it is a legal requirement, and without it we cannot file the documents with the registrar for your company’s incorporation. Vepapu already covers this service for you, so you do not need a physical office in Mauritius to incorporate.

A registered agent, not a company secretary. The Companies Act expressly exempts an Authorised Company from the requirement to appoint a secretary. What the law does require is that the company have, at all times, a registered agent in Mauritius that is a licensed management company. Your registered agent files returns and documents under the Financial Services Act, the Income Tax Act and the Companies Act, receives and forwards correspondence with the FSC, the Mauritius Revenue Authority and the Registrar, keeps your records, and carries out the AML/CFT obligations. The FSC application for the authorisation itself has to be made through a management company.

Keep a registered agent (a licensed management company) and a registered address in Mauritius. File a financial summary with the Financial Services Commission once a year, in the form set out in the Ninth Schedule to the Companies Act. File a return of income with the Mauritius Revenue Authority within 6 months of your financial year end. Keep minutes, resolutions, a full record of transactions, a register of members and a register of mortgages and charges, in English or French, for at least 7 years. And notify changes to directors, shareholders, beneficial ownership, registered agent or registered address through your registered agent.

Neither. The auditor provisions of the Companies Act do not apply to an Authorised Company, so there is no statutory audit and no audited financial statements to file — the annual filing to the FSC is a financial summary in a set template. Section 223 of the Companies Act, which requires an annual return to the Registrar of Companies, also does not apply to an Authorised Company. The one annual filing that does involve the tax authority is the return of income to the MRA, and that does not need to be audited.

A Mauritius private company holding an Authorised Company authorisation from the Financial Services Commission is treated as non-resident for tax purposes, so Mauritius does not tax its foreign-source income. Two qualifications matter. First, income sourced in Mauritius is still taxable there, and the company must file a return of income with the MRA within 6 months of its year end regardless. Second, because a non-resident company cannot claim benefits under Mauritius’s double taxation treaties, and because its central management and control sit outside Mauritius by design, it may be tax-resident in the country where it is actually managed — so it is worth confirming the position there before you incorporate.