Until 2001, companies in Mauritius were formed under the Companies Act 1984, which was modelled on the English Companies Act 1948.

Companies may be limited by shares or by guarantee, or they may be unlimited. Companies are incorporated by swearing a deed of incorporation in front of a notary, after the Registrar of Companies has approved the company’s name.

There has to be a local registered office where the company’s books and records are kept, but this can be maintained by a professional firm. There must be a minimum of two directors, and a secretary who must be a local resident. Audited annual financial statements and annual return must be filed with the Registrar of Companies.

Company formation takes between two and three weeks. Minimum authorised capital is MR25,000, and annual registration fees vary between MR4,000 and 8,000 depending on the amount of share capital.

In 2001, a new Act (i.e. Companies Act 2001) was introduced and replaced most of the Companies Act of 1984. The sections that deal with insolvency and public companies are also replaced separately by a Bills in 2004.

The Government’s starting point for the new law was New Zealand Company Law, which is widely regarded among English-speaking jurists as representing the best available compromise between the various modern trends in corporate legislation. Now that English law has been so influenced by EU law as to be no longer satisfactory as a model for common law jurisdictions.

The incorporation and management of Offshore Companies and International Companies, which were previously constituted under the separate International Business Companies Act 1994, have been brought under the Companies Act 2001, and the two types of company are now known as Global Business Company 1 (GBC1) and Global Business Company 2 (GBC2).  

Later, the Government has imposed a new act, namely Finance (Miscellaneous Provisions) Act 2018, that changes the name of GBC2 to Authorised Company.

The Act introduces several procedures to create a business-friendly environment for foreign investors. The followings are the highlights of features introduced by the new legislation:

(1)	Introducing a simple form of incorporation that enable a company to be incorporated on the filing of a single application with the necessary consents from the proposed directors and secretary, and a notice of reservation of the proposed company name. Submission of Constitution is unnecessary at the time of incorporation. If a company wants to depart from the standard requirements set out in the Act, then, either on incorporation or subsequently, it needs to file a separate constitution setting out the departures from the standard form. The new legislation also recognises the reality of “nominee” shareholders by allowing companies to operate with just one shareholder.
(2)	Removing the necessity of a separate objects clause and granting company to have the rights, powers and privileges of a natural person. This incidentally removes the remains of the one-time ultra vires doctrine and would not preclude a company from stating specific objects in its constitution, if it wished to limit the capacity of a company in this way.
(3)	Replacing Memorandum and Articles of Association by a single Constitution, which is no longer required to be notarised.
(4)	Remaining its effectiveness on prohibiting private companies from offering shares or debentures to the public.
(5)	Enabling to dispense with the holding of company meetings by passing resolutions by means of entry in the company minute book.
(6)	Abolishing the requirement for an exempt private companies to appoint a qualified auditor or a qualified secretary and entitling to file only a summary statement of accounts with the Registrar.
(7)	Retaining the distinction between exempt and non-exempt private companies in the same form as in the existing legislation.
(8)	Introducing no par value shares and permitting a company to issue shares which are not designated with any monetary value.
(9)	Incorporating the new procedure of self-purchase and holding of treasury shares that was introduced by the Finance Act 1999.
(10)	Making provision for a company to provide in its constitution for the company to have power to indemnify or insure its directors, secretary or employees in accordance with the limitations provided by the Act.
(11)	Requiring public companies and non-exempt private companies to prepare and present their accounts in accordance with international accounting standards. Exempt private companies are required to present their accounts in accordance with accounting practices and principles that are reasonable in the circumstances and having regard to any requirements set out in regulations made under the Act.
(12)	Allowing the continuation in Mauritius of companies that are incorporated elsewhere and also provides for the incorporation of limited life companies.