The company file

1. What does the constitution do?

This chapter returns to Tamarind Advisory Ltd in September 2026. Meera holds 60 of its 100 ordinary shares and Ravi holds 40. Both are directors. Tamarind was incorporated in 2024 as a private company limited by shares. It has no constitution.

A constitution is the company’s own set of rules. It can deal with the rights attached to shares, how some decisions are taken, and other matters the Act allows the company to set for itself. Tamarind does not have to adopt one. Section 39 says a company may, but does not need to, have a constitution.

Where there is no constitution, section 41 supplies the rights, powers, duties and obligations of the company, the board (the directors acting together), each director and each shareholder. Those are the rules in the Act. Meera and Ravi cannot treat a missing constitution as a gap they may fill with an email.

Where a company does have a constitution, section 40 keeps the Act in place except so far as the constitution restricts, limits or modifies those rights and duties in accordance with the Act. A private company’s constitution takes the form in the Second Schedule, and the company may exclude or modify that Schedule only to the extent the Schedule permits. A clause that contradicts the Act is void to the extent of the contradiction (section 43).

Subject to the Act, the constitution has effect as a contract between the company and each shareholder, and between the shareholders themselves. Money a shareholder must pay under the constitution is a debt due to the company.

Position	What governs Tamarind
No constitution, as now	The Act sets the rights, powers and duties of the company, the board, each director and each shareholder.
A constitution is later adopted	The Act still applies, except where the constitution lawfully restricts, limits or modifies it.
A clause contradicts the Act	That clause is void to the extent of the contradiction. The rest of the constitution can remain.
Private-company form	The constitution starts from the Second Schedule and may depart from it only as that Schedule allows.

Adopting or changing it

Shareholders adopt a constitution, where the company has none, by special resolution. They alter or revoke an existing constitution by the same kind of resolution, subject to the Act’s rules on class rights and on particular share changes. A special resolution is a 75 per cent majority of the votes of shareholders entitled to vote and voting, or any higher majority the constitution itself requires.

Within 14 days of adoption, alteration or revocation, the board must deliver notice to the Registrar of Companies for registration. The constitution, and any amendment, must be certified by a law practitioner, a legal consultant or a law firm. It does not have to be a notarial deed.

At Tamarind: Meera and Ravi want a constitution that lets the board refuse a transfer of shares in the circumstances the Second Schedule allows. They need a special resolution, a certified document, and the notice to the Registrar within 14 days. Skipping the constitution is lawful. Skipping the notice after they have adopted one is not.

A later alteration does not force a shareholder to take more shares, or increase that shareholder’s liability to the company, unless that shareholder agrees in writing (section 102). Suppose the new constitution said Ravi must subscribe for 20 further shares. Ravi is not bound by that clause unless he agrees in writing, even if Meera’s votes were enough to pass the resolution.

Objects do not, by themselves, undo a contract

Tamarind’s founders could put objects in a constitution, for example “management consultancy only”. Unless the constitution says otherwise, that is a restriction on carrying on other activities. It does not remove the company’s capacity. A contract is not invalid only because it falls outside those objects (section 28).

Suppose Tamarind, after adopting that objects clause, signs a one-year lease of a shop in Port Louis. The landlord can still enforce the lease. The landlord is not treated as knowing the constitution merely because it is on the register (section 30). Whether the directors should have committed the company to the lease is a question about their duties, taken up in the next chapter.

Companies Act, sections 28, 30, 39, 40, 41, 42, 43, 44 and 102. CBRD text, 15 May 2026.

Reserving a name, and how long the reservation lasts

An application to reserve a company name goes to the Registrar in the approved form. If the name is reserved, the Registrar’s written notice states that the name is available for incorporation, or for a change of name, for six months after the date in the notice, unless the Registrar revokes the reservation sooner. Reserving “Tamarind Advisory Ltd” would not have incorporated Tamarind. The six-month period replaced the earlier two-month period from 13 August 2026.

Companies Act, section 34(3), as amended by the Economic and Financial Measures Act 2026, section 10.

2. Shares, stated capital and a dividend

A share is movable property. Unless the constitution or the terms of issue lawfully provide otherwise, each share carries one vote on a poll, an equal share in dividends the board authorises, and an equal share in surplus assets. Classes, unpaid amounts and transfer are worked through in the shares chapter. What matters here is the capital figure and the test that sits in front of a payment to shareholders.

Tamarind has one class of shares. A par value is a nominal amount written on a share. Tamarind’s shares do not have one, which is the ordinary rule for a company in its position. Meera took 60 shares and Ravi took 40, each at an issue price of Rs 1,000, and both have paid in full. Stated capital for shares without a par value is the total of amounts the company has received, or that are due and payable to it, for the issue of the shares and for calls on them. A call is a later demand for money that is still unpaid on a share (section 7). Tamarind’s stated capital for this class is Rs 100,000: 100 shares at Rs 1,000.

If Rs 200 a share of Meera’s issue price were still unpaid, that unpaid amount would still count in stated capital, because the figure includes amounts due and payable, not only cash already received. Her shares would contribute Rs 60,000 either way. The Rs 12,000 unpaid would remain her liability to the company. Stated capital is not the same number as the cash in the bank.

The solvency test

Before Tamarind pays money or property to a shareholder in that person’s capacity as a shareholder, the company must satisfy the solvency test in section 6. A dividend is one kind of distribution. The test has two limbs, and both must be met at the time the distribution is made:

1. The company is able to pay its debts as they become due in the normal course of business.
2. The value of its assets is greater than the value of its liabilities plus its stated capital.

A positive bank balance is evidence the directors may use when they judge the first limb. It is not a substitute for the second. Accounting profit is not the test either. For the second limb, the board of a public company or a private company that is not small may use the most recent financial statements prepared under International Accounting Standards, the reporting standards the Act names for those companies, together with reasonable valuations. A small private company may use financial statements prepared on a reasonable basis, again with reasonable valuations.

An investment company ignores stated capital for this test. A protected-cell company applies the test to each cell. Neither exception is Tamarind’s.

Worked dividend

In September 2026 the board proposes a dividend of Rs 200,000. The relevant figures, measured on the footing that the dividend is paid, are:

Item	Amount
Assets after the payment	Rs 1,000,000
Liabilities	Rs 400,000
Stated capital	Rs 500,000
Retained earnings after accumulated losses, before the dividend	Rs 350,000

Liabilities plus stated capital are Rs 400,000 + Rs 500,000 = Rs 900,000. Assets of Rs 1,000,000 are greater than Rs 900,000, so the second limb is met. Retained earnings are profits the company has kept in the business. Section 63 requires a dividend to be paid out of those earnings after making good accumulated losses, meaning losses carried forward from earlier periods, at the start of the accounting period. Rs 350,000 is enough to pay Rs 200,000. The directors also have to be satisfied that, on payment, the company can still pay its debts as they fall due. If they are, both limbs of the solvency test are met.

Change only the stated capital, to Rs 900,000. Liabilities plus stated capital are then Rs 400,000 + Rs 900,000 = Rs 1,300,000. Assets after the payment would be Rs 1,000,000, which is not greater. The second limb fails. The board must not authorise the dividend, even if the bank still holds Rs 500,000 and the retained earnings are still Rs 350,000.

Who must approve it

Section 61 requires two decisions. The board authorises the distribution, and, subject to the constitution, the shareholders approve it by ordinary resolution. An ordinary resolution is a simple majority of the votes of shareholders entitled to vote and voting. The decisions chapter counts that vote on a show of hands and on a poll. The directors who vote in favour sign a certificate that, in their opinion, the company will satisfy the solvency test when the distribution is made. If, after authorisation and before payment, the board ceases to be satisfied, an unpaid distribution is treated as unauthorised.

The dividend must be paid not later than 12 months after it is declared, and the board must not declare it unless satisfied that the solvency test will still be met on payment (section 63).

At Tamarind, with stated capital of Rs 500,000 and the figures above, Meera and Ravi can authorise the Rs 200,000 dividend only if they sign that certificate and the shareholders pass the ordinary resolution. On a poll, Meera’s 60 shares are a simple majority if she votes in favour and Ravi votes against. The same 60 votes would not pass a special resolution on that poll. On a show of hands each of them has one vote, so a one-to-one vote does not pass unless a poll is demanded.

Recovery if the dividend should not have been paid

If a distribution is made when the company does not satisfy the solvency test, the company may recover it from the shareholder. Recovery is refused where the shareholder received it in good faith and without knowledge of the failure, has altered position in reliance on the payment, and it would be unfair to require repayment. A director who signed the certificate without reasonable grounds, or who failed to take reasonable steps to follow section 61, can be personally liable to repay what cannot be recovered from shareholders. The Court may allow a shareholder to keep, or relieve a director of, the amount that could properly have been paid.

Companies Act, section 66.

Companies Act, sections 6, 7, 46, 61 and 63. CBRD text, 15 May 2026.

3. How shareholders decide

A shareholder is the person entered in the share register as the holder of the shares. Until that entry is made, it also includes a person named as a shareholder in the incorporation application. Meera and Ravi are shareholders because their names are on Tamarind’s register, not because they are directors.

Subject to the constitution, a shareholder is not liable for the company’s obligations merely by being a shareholder. Liability to the company is limited to any amount unpaid on the shares, a liability that arises where a shareholder is treated as a director for a reserved board power, a distribution the company can recover, a liability the constitution expressly provides, and calls. A separate contract, a delict (a civil wrong that is not a breach of contract), a breach of a duty to act for the company rather than for oneself, another actionable wrong, and the position in an unlimited company sit outside that limit (section 100).

Powers reserved to shareholders are exercised at a meeting, by a written resolution, by a unanimous resolution, or, for a private company, by a unanimous shareholder agreement (section 103). An ordinary resolution and a special resolution, the 21-day notice, the quorum, and the difference between a show of hands and a poll are counted in the decisions chapter.

Shareholders adopt a constitution by special resolution. On a poll at Tamarind, with both voting, Meera’s 60 votes are 60 per cent of the votes cast. That is below 75 per cent, so the constitution is not adopted if Ravi votes against it. A clause that would require Ravi to take 20 further shares does not bind him unless he agrees in writing, whatever majority the meeting reached (section 102).

Companies Act, sections 99, 100, 102 and 103.

Unanimous shareholder agreements

A private company may use a unanimous shareholder agreement under section 272. That agreement can take over powers the Act otherwise gives the board, and it can modify the application of listed provisions. It is a written arrangement among all the shareholders, not a substitute for a resolution the Act still requires to be special. The listed modifications are specific. An email between Meera and Ravi is not that agreement. When the right document is the Act, a constitution, a contract signed by only some of the shareholders, or this unanimous agreement, is worked in the constitution chapter.

Companies Act, sections 103, 106 and 272, and the Eleventh Schedule.

4. Registers, the annual return and beneficial ownership

The company keeps its records at its registered office, unless it keeps them at another place in Mauritius and tells the Registrar. If the place changes, the notice goes to the Registrar within 14 days. Section 190 includes the constitution, if there is one; minutes of shareholder and director meetings and resolutions; the interests register; certificates directors have given, including a solvency certificate; the names and addresses of the current directors; financial statements and accounting records; the share register; and copies of registered charges. The directors must keep those records for at least seven years from the transaction they relate to, and that duty continues even if the company is later removed from the register.

The share register and the beneficial owner

The share register records who holds the shares, how many, and the dates of issue, repurchase, redemption and transfer (section 91). Legal title follows that entry. Tamarind may treat the registered shareholder as the person entitled to vote and to receive a distribution.

Beside it, the company keeps a separate register of each beneficial owner or ultimate beneficial owner, and of any nominee. A nominee is a person whose name is on the register for someone else. The beneficial owner is the natural person who ultimately owns or controls the company. The test uses the prescribed shareholding, voting rights and other control tests. This chapter does not replace that prescribed percentage with a figure of its own.

On Tamarind’s present facts, Meera and Ravi hold their shares for themselves. Each is both the registered shareholder and the beneficial owner of those shares. Suppose instead that Meera holds her 60 shares for her sister Asha, and Asha is the person who ultimately owns that holding. The share register still shows Meera. The beneficial-owner register must identify Asha, with her full name and usual residential address, national identification or passport number, citizenship or nationality, date of birth, and an ownership structure that identifies her. Where a nominee stands in front of the ultimate owner, the register records the nominee as well.

The company must keep a record of the steps it took to identify that person, in the manner the Registrar determines. Those steps include a written declaration by the beneficial owner, or the ultimate beneficial owner, that he or she is that person. The beneficial owner must tell the company if that status changes. The register has to stay accurate and be available to a competent authority when requested. The company also appoints a person ordinarily resident in Mauritius, and an alternate, to provide basic company information and the available beneficial-ownership information to a competent authority on request (section 190).

Two dates apply to a company that was already incorporated when the relevant requirement began. They are not the same obligation.

Requirement	Who must already have complied, and by when
Written declaration by the beneficial owner	A company incorporated before that requirement began had until 30 June 2026. Tamarind, incorporated in 2024, is past that date. The declaration should already be in its records.
Date of birth on the beneficial-owner register	A company already incorporated before that item began has until 30 June 2027. On 20 September 2026 that date is still ahead. Tamarind must add the date of birth by then. Completing the declaration does not fill in the date of birth.

Partnerships, and what is lodged with the Registrar

A partnership keeps its own beneficial-ownership register under section 11A. A partnership already operating when that section began has until 31 March 2027. That date is not Tamarind’s company date.

The company lodges the share-register information and the beneficial-owner particulars with the Registrar when it incorporates, when shareholding changes, when shares are issued, and with the annual return, among other events. A change of shareholding or an issue of shares is lodged within 14 days of the entry in the share register. A company other than a small private company that fails to keep the required beneficial-ownership record commits an offence, with a fine not exceeding Rs 300,000. A director of such a company who fails to keep the record of the identification steps is exposed to the same maximum fine.

Companies Act, sections 11A and 91. Finance Act 2025, section 5. Economic and Financial Measures Act 2026, section 10. Act 10 of 2024 created the separate company register and the Registrar’s Beneficial Ownership Register.

The annual return

Subject to the reliefs below, every company files an annual return once a year. It is completed and filed within 28 days of the annual meeting or, where the company uses a resolution in lieu of a meeting, within 28 days of the date by which the minute-book entries must be made. A director or the secretary signs it. The return states the particulars the Act requires for an annual return. If nothing has changed since the last return, the company may file a “no change” return certifying that fact.

A company need not file an annual return in the calendar year of its incorporation. Tamarind was incorporated in 2024, so that first-year relief no longer applies in 2026.

A small private company whose annual turnover does not exceed Rs 100 million need not file an annual return unless there is a change in its shareholding, in the composition of the board, or in any other particular that the return would contain (section 223). The small-company test is set out in the incorporation chapter. Exactly Rs 100 million is not less than Rs 100 million.

At Tamarind, the last preceding accounting period shows turnover of Rs 80 million. It meets that test, and Rs 80 million does not exceed Rs 100 million. If Meera and Ravi still hold 60 and 40 shares and the board is unchanged, Tamarind need not file an annual return for that year.

If Ravi transfers 10 shares to Asha, there is a change in shareholding. The relief falls away and the return is required, within the 28-day period, even though turnover is still Rs 80 million.

If instead the last preceding turnover is exactly Rs 100 million, Tamarind is not a small private company. The section 223 relief is available only to a small private company. Unchanged shareholding does not remove the annual return. Low profit would not change that result: the small-company line is drawn on turnover.

The eight-year enterprise relief, and a branch register

A separate relief applies to an enterprise incorporated on or after 2 June 2015, registered under the Small and Medium Enterprises Development Authority Act, with net assets not exceeding Rs 50 million and annual turnover not exceeding Rs 20 million. It need not file an annual return for eight years from incorporation. Tamarind’s Rs 80 million turnover is already above Rs 20 million, so this relief is not available to it.

A company that keeps a branch register outside Mauritius has eight weeks, rather than 28 days, to file the annual return after the meeting date or the minute-book date.

Companies Act, section 223(1A) and (3).

Companies Act, sections 91, 190 and 223. Finance Act 2025, section 5. Economic and Financial Measures Act 2026, section 10. CBRD text, 15 May 2026.

The secretary who keeps the file

A company secretary keeps the formal administration: guidance to the board on its responsibilities, meetings and minutes, registers, and filings with the Registrar (section 166).

Every company other than a small private company or an Authorised Company must have one or more secretaries (section 163). Each secretary is a natural person of full age and capacity who is ordinarily resident in Mauritius, unless the Registrar has approved a firm or corporation to act. The office must not stay vacant for more than three months. The person must consent, and must provide the certificate of qualifications, before appointment.

Tamarind is a small private company. It is not required to appoint a secretary. If its last preceding turnover reached Rs 120 million, it would remain a private company, it would no longer be small, and it would have to appoint a secretary who meets section 165. Profit of Rs 2 million would not keep the exemption. The small-company line is turnover of less than Rs 100 million, together with the other conditions in the incorporation chapter. An Authorised Company is outside the secretary provisions. That list is in the global-business chapter.

The qualifications apply to a public company and to a private company other than a small private company or an Authorised Company. The secretary may be a law practitioner, a legal consultant or a law firm; a member of a body referred to in section 198; a member of the Chartered Governance Institute, formerly the Institute of Chartered Secretaries and Administrators of the United Kingdom; a member of the Chartered Institute of Management Accountants of the United Kingdom; or a member of a professional association of company secretaries approved by the Minister.

Where an annual report is required, it includes, where applicable, a sustainability report referred to in the Financial Reporting Act (section 221). Tamarind, as a small private company, is outside the group for which an annual report is the ordinary requirement.

Companies Act, sections 163, 164, 165, 166 and 221.

5. Five situations

Each situation below changes one or two facts and asks which duty applies. The outcome states the statutory consequence. It does not complete a form or calculate a fee.

A domestic private company. The question is whether a missing director’s consent stops the application, and whether the absence of a constitution does. Tamarind can be incorporated without a constitution. It cannot be incorporated while a named director has not consented in writing and certified that he or she is not disqualified.

A one-person company. This is a private company whose only shareholder is also its only director, and that shareholder is an individual. Kiran is in that position. The company still needs at least one director ordinarily resident in Mauritius. If it has been a one-person company for a continuous period of six months, it must have filed the name of a person who will act as secretary if Kiran dies or becomes mentally incapable, together with that person’s addresses, occupation and written consent. That stand-by secretary does not replace the resident director.

Beneficial ownership. Lagoon Holdings Ltd was incorporated in 2019. One choice tests the written declaration, which existing companies had to have in place by 30 June 2026. The other tests the date of birth, which existing companies must record by 30 June 2027.

A change in shareholding. Ravi transfers 10 shares to Asha. Turnover is still Rs 80 million. The small-company relief from the annual return falls away because the shareholding has changed, and the return is due within 28 days.

A foreign company. Cedar Partners Inc is incorporated in South Africa. Holding directors’ or shareholders’ meetings in Mauritius does not, by itself, mean it is carrying on business here, so Part XXII registration is not triggered by that fact alone. Establishing a place of business, or dealing with property in Mauritius as agent, does mean it is carrying on business, and the registration documents are then due within one month. A single transaction completed within 31 days, and not one of a series, is also outside that registration duty.

SIMULATION 01 · DOMESTIC PRIVATE COMPANY

What must the incorporation pack contain?

Tamarind Advisory Ltd is a fictional Mauritius consultancy. Two individuals will be the first shareholders and directors. They want a private company limited by shares, with its registered office in Ebène. Decide whether a missing consent, or the absence of a constitution, stops incorporation.

Scenario date: Facts assessed at 20 September 2026

Have the named directors and shareholders signed the required consents?All required consents and certificates are with the applicationA named director has not consented in writingWill the company have a constitution on incorporation?No constitution — rely on the ActA certified constitution accompanies the application

Explore the outcome Reset scenario

Read the assumptions behind this scenario

• The proposed name is available and does not require a restricted-word consent.
• Each proposed director is a natural person, is not disqualified, and at least one will be ordinarily resident in Mauritius.
• The application will state that the company is a private company and will include the beneficial-ownership information required under section 23, read with section 91(3A).
• This exercise tests the statutory pack. It does not calculate CBRD fees or reproduce a portal form.

Follow the sources: Companies Act 2001 — CBRD updated text · Companies Act 2001 — Revised Laws of Mauritius · Anti-Money Laundering and Combatting the Financing of Terrorism and Proliferation (Miscellaneous Provisions) Act 2024 · Corporate and Business Registration Department

SIMULATION 02 · ONE-PERSON COMPANY

Kiran is the only shareholder and the only director.

Kiran is the only shareholder and the only director of a fictional private company. That makes it a one-person company. Change whether a Mauritius-resident director is in place, and whether the nominated secretary has been filed, then read the statutory consequence.

Scenario date: Facts assessed at 20 September 2026

Is there at least one director ordinarily resident in Mauritius?Yes — Kiran is ordinarily resident in MauritiusNo — the only director lives and works abroadHas the company filed the nominated secretary for death or incapacity?Yes — name, addresses, occupation and consent are on the Registrar’s fileNo — the company has been a one-person company for more than 6 months without filing

Explore the outcome Reset scenario

Read the assumptions behind this scenario

• The only shareholder is a natural person, not a corporation, so the one-person company definition in section 2 can apply.
• No constitution displaces the statutory nomination mechanics in section 140.
• The nominated secretary is a stand-by office for death or mental incapacity of the sole director-shareholder. It is not a substitute for a resident director.
• This is not an estate-administration exercise and does not appoint heirs.

Follow the sources: Companies Act 2001 — CBRD updated text · Companies Act 2001 — Revised Laws of Mauritius

SIMULATION 03 · BENEFICIAL OWNERSHIP

Which beneficial-ownership date applies?

Lagoon Holdings Ltd was incorporated in 2019. Its management company is updating the beneficial-ownership file in September 2026. Distinguish the written self-declaration required by Finance Act 2025 from the date-of-birth field added in August 2026.

Scenario date: Review date: 20 September 2026

Which beneficial-ownership duty are you testing?Written declaration by the beneficial owner (Finance Act 2025)Date of birth on the company beneficial-owner register (EFM Act 2026)

Explore the outcome Reset scenario

Read the assumptions behind this scenario

• The company can identify a natural person as beneficial owner or ultimate beneficial owner under the section 2 definition as replaced by Act 3 of 2026.
• The prescribed share-percentage test remains in the 2019 Regulations as aligned by Act 3 of 2026; this exercise does not restate an unofficial percentage.
• “Registrar may determine” the manner of the record. Operational CBRD portal steps are not certified here.
• The company is not treated as a partnership. Partnership BO is a separate section 11A analysis.

Follow the sources: Anti-Money Laundering and Combatting the Financing of Terrorism and Proliferation (Miscellaneous Provisions) Act 2024 · Finance (Miscellaneous Provisions) Act 2025 · Anti-Money Laundering, Combatting the Financing of Terrorism and Countering Proliferation Financing (Miscellaneous Provisions) Act 2026 · Economic and Financial Measures (Miscellaneous Provisions) Act 2026 — company-law overlays · Companies Act 2001 — CBRD updated text

SIMULATION 04 · GBL OR AUTHORISED COMPANY

What changes with a Global Business Licence or an Authorised Company?

A client asks whether “moving the company offshore” means incorporating a different kind of company. Compare an ordinary Mauritius company with a Global Business Licence holder and an Authorised Company. The underlying incorporation is still under the Companies Act.

Scenario date: Facts assessed at 20 September 2026

What regulatory status does the company hold?Ordinary Mauritius company — no FSC global-business statusCompany holding a Global Business LicenceAuthorised Company

Explore the outcome Reset scenario

Read the assumptions behind this scenario

• The entity is incorporated under the Companies Act 2001 as a company. The licence or authorisation, if any, is a Financial Services Act status.
• Older consolidations still print “Category 1” and “Category 2” Global Business Licence. Current analysis uses Global Business Licence and Authorised Company.
• The Thirteenth Schedule lists Companies Act sections that do not apply; this exercise teaches the method and names verified items, not a certified line-by-line exemption list.
• Tax residence, partial exemption and substance are the tax course’s questions, not this overlay’s.

Follow the sources: Companies Act 2001 — CBRD updated text · Financial Services Act — Global Business and Authorised Company overlay · FSC codified list · Economic and Financial Measures (Miscellaneous Provisions) Act 2026 — company-law overlays

SIMULATION 05 · FOREIGN COMPANY

When must a foreign company register in Mauritius?

Cedar Partners Inc is incorporated in South Africa. Its directors sometimes meet in Port Louis. Decide whether the activity is “carrying on business” in Mauritius so that Part XXII registration is required within one month.

Scenario date: Facts assessed at 20 September 2026

What is the company doing in Mauritius?Holding directors’ or shareholders’ meetings onlyEstablishing a place of business and dealing with property here as agentA single transaction completed within 31 days, not part of a series

Explore the outcome Reset scenario

Read the assumptions behind this scenario

• The company is a body corporate incorporated outside Mauritius.
• Section 274 lists activities that are, and are not, carrying on business for Part XXII. Maintaining a bank account, by itself, is also excluded.
• Where registration is required, section 276 still expects authenticated constitutional documents and Mauritius-resident authorised agents. Economic and Financial Measures Act 2026 allows an equivalent official document evidencing registration.
• This is not an immigration, tax-permanent-establishment or FSC-licence analysis.

Follow the sources: Companies Act 2001 — CBRD updated text · Companies Act 2001 — Revised Laws of Mauritius · Economic and Financial Measures (Miscellaneous Provisions) Act 2026 — company-law overlays · Corporate and Business Registration Department

What you should now be able to explain

Tamarind can operate without a constitution, in which case the Act supplies the rules, and a constitution can change those rules only where the Act allows the change. A dividend depends on retained earnings, on both limbs of the solvency test, on a directors’ certificate, and on the shareholder approval section 61 requires. On a poll, sixty votes out of one hundred cast pass an ordinary resolution and fail a special resolution when the other shareholder votes against. The decisions chapter counts the show of hands as well. The share register, the beneficial-owner register and the annual return answer different questions, and the two beneficial-ownership dates are not interchangeable.

Next: the people who sign the solvency certificate are the directors. The following chapter applies their duties, the resident-director rule and the company secretary. First, use the five questions below to check this chapter.