The Companies Act defines a foreign company as body corporate incorporated outside Mauritius. All foreign companies which have a place of business or that are carrying on business in Mauritius must be registered with the Registrar, including foreign companies establishing or using a share transfer office or a share registration office in Mauritius or administering, managing, or dealing with property in Mauritius as an agent, or personal representative, or trustee, whether through its employees or an agent or in any other manner (§274(a)).
“Carrying on Business” in Mauritius
A foreign company shall not be held to carry on business in Mauritius merely because in Mauritius it (§274(b)):
- is or becomes a party to a legal proceeding or settles a legal proceeding or a claim or dispute;
- holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
- maintains a bank account;
- effects a sale of property through an independent contractor;
- solicits or procures an order that becomes a binding contract only if the order is accepted outside Mauritius;
- creates evidence of a debt or creates a charge on property;
- secures or collects any of its debts or enforces its rights in relation to securities relating to those debts;
- conducts an isolated transaction that is completed within a period of 31 days, not being one of a number of similar transactions repeated from time to time; or
- invests its funds or holds property.
A foreign company may not carry on business in Mauritius unless it has registered its name with the Registrar. The name, or altered name, cannot be one that in the opinion of the Registrar is undesirable, or is a name (or kind of name) that the Minister has directed the Registrar not to accept for registration, unless otherwise allowed solely with the Minister’s written consent. A foreign company may not use any name other than that which it has registered in Mauritius (§275).
A foreign company is required to (§283):
- conspicuously exhibit its name and the place where it is formed or incorporated outside its registered office and every place of business established by it in Mauritius (except in the case of a banking company);
- cause its name and the place where it is formed or incorporated to be stated on all its bill heads and letter paper and in all its notices, prospectuses and other official publications; and
- where the liability of its members is limited, unless the last word of its name is the word “Limited” or “Limitée” or the abbreviation “Ltd” or “Ltée”, cause notice of that fact –
- to be stated in legible characters in every prospectus issued by it and in all its bill heads, letter paper, notices, and other official publications in Mauritius; and
- except in the case of a banking company, to be exhibited outside its registered office and every place of business established by it in Mauritius.
Within one month after establishing a place of business or carrying on business in Mauritius, a foreign company must file with the Registrar –
- a duly authenticated copy of the certificate of its incorporation or registration in its place of incorporation or origin or a document of similar effect;
- a duly authenticated copy of its constitution, charter, statute or memorandum and articles or other instrument constituting or defining its constitution;
- a list of its directors containing similar particulars with respect to directors as are, by this Act, required to be contained in the register of the directors, managers and secretaries of a company;
- where the list includes directors resident in Mauritius who are members of the local Board of directors of the company, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors;
- a memorandum of appointment of power of attorney under the seal of the foreign company or executed on its behalf, in such manner is to be binding on the company, stating the names and addresses of two or more persons resident in Mauritius, not including a company, authorized to accept on its behalf service of process and any notices required to be served on the company;
- notice of the situation of its registered office in Mauritius and unless the office is open and accessible to the public during ordinary business hours on each day, other than Saturdays and public holidays, the days and hours during which it is open and accessible to the public; and
- a declaration made by the authorized agents of the company (§276(1)).
Foreign companies are required to have a registered office in Mauritius to which all communications and notices may be addressed. The registered office must be open and accessible to the public for not less than four hours on every day other than Saturdays, Sundays and public holidays (§277(1)).
Foreign companies are also required to appoint an authorized agent who will be required to do, and will be answerable for, all acts, matters and things as are required of and by the company under the Companies Act (§277(2)). A foreign company or its authorized agent may file with the Registrar a written notice stating that the authorized agent has ceased or will cease to be the authorized agent on a date specified in the notice (§277(3)). Should the foreign company wish to continue carrying on or maintaining a place of business in Mauritius, it must appoint a new authorized agent within 21 days of the previous one ceasing to act (§277(4) and (5)). Within one month of appointing a new authorized agent, a foreign company must file a memorandum of such appointment with the Registrar, along with a copy of the deed, document or power of attorney appointing the same (§277(6)).
Registration and Requirements
Foreign companies are required to file with the Registrar, within one month, particulars of the following changes to (§278(1)):
- the constitution, charter, statutes, memorandum or articles or other instrument;
- the directors;
- the authorized agents or the address of the authorized agent;
- the situation of the registered office in Mauritius or of the days or hours during which the office is open and accessible to the public;
- the address of the registered office in its place of incorporation or origin;
- the name of the company; and
- the powers of any directors resident in Mauritius who are members of the local Board.
Foreign companies are also required to file a notice with the Registrar within one month of any increases in authorized share capital, which must include both the original amount as well as the increased amount (§278(2)). Where a foreign company does not have share capital but increases the number of its members beyond the number registered with the Registrar then, again, it must within one month file a notice of the increase with the Registrar (§278(3)).
Foreign companies must also file copies with the Registrar of any orders made by a Court under any law in force in the country in which that foreign company is incorporated within one month of the order being issued (§278(4)).
Any foreign company with any share capital and shareholder(s) resident in Mauritius is required to keep a branch register for the purpose of registering shareholders resident in Mauritius, either at its Mauritius registered office or at some other place in Mauritius (§285(1)). However, a foreign company need not keep a branch register until after the expiry of two months from the receipt of a written application by a shareholder resident in Mauritius for registration of his shares (§285(2)). A branch register will be prima facie evidence of any matter directed or authorized to be inserted therein (§285(12)). Furthermore, a certificate under the seal of a foreign company or started by a director of the company specifying any shares held by any shareholder of that company and registered in the branch register shall be prima facie evidence of the title of the shareholder to the shares and the registration of the shares in the branch register (§285(13)). Foreign companies that are constitutionally prohibited from inviting the public to subscribe for shares are exempted from the requirement of having branch registers (§285(3)).
Within three months of its annual meeting of shareholders, a foreign company must file with the Registrar a copy of its balance sheet made up to the end of its last preceding accounting period. This must be in such form and containing such particulars and be accompanied by copies of such documents as the company is required to annex, attach or send with its balance sheet (by law as applicable from time to time in the place of the foreign company’s incorporation or origin), along with a declaration certifying that they are true copies of the required documents (§281(1)).
It should be noted that regardless of whether or not a foreign company is required under the law of the place of its incorporation or origin to hold an annual meeting and prepare a balance sheet, it must still prepare and file with the Registrar a balance sheet within such period and in such form as the directors would have been required to prepare or obtain if it were a public company (§281(3)). The balance sheet and any and all other financial statements must comply with internationally recognized accounting standards and, in particular, accurately show the assets employed in, liabilities arising out of, and its profit or loss arising out of its operations conducted in or from Mauritius (§281(4)).
Cessation of Business in Mauritius
Where a foreign company ceases to carry on or have a place of business in Mauritius, it must file a notice to that effect with the Registrar within 7 days of the date of the cessation. The foreign company’s obligations to lodge any document (other than those that ought to have been filed prior to the notice), shall cease as from the date on which that notice is filed. The Registrar shall remove the foreign company’s name from the register upon 3 months after the filing of the notice (§286(1)).
Should a foreign company go into liquidation or be dissolved in its place of incorporation or origin, the authorized agent in Mauritius must file or cause to be filed with the Registrar a notice to that effect within one month after the commencement of the liquidation or the dissolution (§286(2)). Upon receipt of such notice from the authorized agent that the foreign company has been dissolved, the Registrar will then remove the foreign company’s name from the register (§286(5)). Where a foreign liquidator is appointed, the authorized agent must also give notice of such appointment. The foreign liquidator will have the powers and functions of a local liquidator until the Court appoints a liquidator for Mauritius (§286(2)).
Source: Companies Act 2001 (Corporate and Business Registration Department)
For more specific advice on foreign companies in Mauritius, we invite you to contact AV2M law firm