Introduction to companies

1. What is a company?

Meera and Ravi are consultants in Mauritius. They decide to work together under the name Tamarind Advisory Ltd. Throughout this chapter, we will follow this fictional business from the decision to form a company to its first months of work.

Choosing a name does not create a company. Meera and Ravi must apply to the Registrar of Companies to have it incorporated. Incorporation is the legal process that brings the company into existence.

Once incorporated, Tamarind is a separate legal entity: a legal person in its own right. It can own property, enter contracts and owe money. The law treats it as separate from Meera and Ravi. This is called separate legal personality.

Who owns the laptop?

After incorporation, Tamarind buys a laptop for Rs 40,000. The invoice is addressed to Tamarind, and the company pays from its bank account. The laptop belongs to Tamarind. Meera may use it for work, but owning shares in the company does not make the laptop her personal property.

The same idea applies to income. When a client pays Tamarind for consulting work, that payment belongs to the company. Meera and Ravi cannot treat the company account as their personal savings. Money paid to them must have a proper basis, such as salary for work or a dividend paid under the rules for payments to shareholders.

In practice: check whose name appears on an invoice or contract. A contract entered into by Tamarind creates rights and obligations for Tamarind. The person signing on its behalf acts for the company.

Companies Act, sections 25–27: incorporation, separate legal personality and the company’s powers.

2. Who owns and runs the company?

Meera takes 60 of Tamarind’s 100 ordinary shares and Ravi takes 40. They both become directors. They now have two different roles.

Role	What it means	At Tamarind
Shareholder	Holds shares in the company, with the rights attached to those shares.	Meera holds 60 shares and Ravi holds 40.
Director	Takes part in managing the company through its board of directors.	Meera and Ravi make board decisions about Tamarind’s business.
Beneficial owner	The individual who ultimately owns or controls the company under the applicable legal tests.	Meera and Ravi own their shares directly for themselves, with no one else behind them.

A share is an ownership interest in the company. The rights attached to it can include voting, receiving dividends that are properly authorised, and sharing in any surplus left when the company is wound up. Different classes of shares can have different rights; we study those later.

A board is the company’s director or directors acting as its governing body. It manages the company’s business, subject to the Act and any constitution. Shareholders also make decisions that the law reserves to them. These are different responsibilities even when the same people perform both roles.

Suppose Ravi remains a shareholder but ceases to be a director. He keeps the rights attached to his shares. He no longer takes part in board decisions merely because he owns 40% of the shares. Equally, a person can be appointed as a director without owning shares.

Why look beyond the shareholder’s name?

Sometimes a person holds shares on behalf of someone else. That person is a nominee. The share register tells you who the registered shareholder is, but further information may be needed to identify the beneficial owner.

For example, if Meera holds shares for another individual, recording only Meera’s name would leave out an important part of the ownership arrangement. Company records must identify the individuals who ultimately own or control the company using the legal ownership and control tests.

In practice: when someone says “I own the business”, establish whether they mean they hold shares, manage the company, or ultimately control it. One person may do all three, but each role has different consequences.

Companies Act, sections 46, 91, 128–129; section 2, as amended by Act 3 of 2026, for beneficial ownership.

3. Which type of company is it?

Meera and Ravi choose a private company limited by shares. That description answers two questions: how the shareholders’ liability is limited, and whether the company is registered as private or public.

What does limited liability mean?

A company limited by shares is responsible for its own debts. A shareholder does not become responsible for every company debt simply by holding shares. However, an amount still unpaid on the shareholder’s shares can remain payable.

Suppose Meera agrees to pay Rs 60,000 for her shares and has paid Rs 45,000. She still owes Rs 15,000 on those shares. If Tamarind then owes a supplier Rs 200,000, her status as a shareholder does not by itself make the supplier’s entire bill her personal debt.

This example assumes Meera has not personally guaranteed the supplier’s bill and has no other basis of personal liability. A guarantee is a separate promise to meet an obligation. Duties she owes as a director are also separate from the amount she agreed to pay for her shares.

Limited liability therefore does not mean that shareholders can ignore unpaid share amounts, personal promises or their own legal duties.

Companies Act, sections 2, 100–101: companies limited by shares and shareholder liability.

The main choices

Type	Basic idea
Limited by shares	Shareholders’ liability is limited to amounts unpaid on their shares, subject to the applicable rules.
Limited by guarantee	Members agree to contribute a stated amount if the company is wound up.
Limited by both shares and guarantee	The company combines share ownership with members’ guarantees.
Unlimited	There is no statutory limit of this kind on members’ liability.

Private and public companies: what is the difference?

A private company is designed for ownership within a limited group. Under the ordinary domestic-company rules, it can have no more than 50 shareholders and cannot invite the public to subscribe for its shares or debentures. A debenture is a document acknowledging a debt, such as money raised by issuing a bond. Joint shareholders count as one for the limit, and the Act excludes certain employee and former-employee shareholders from the count.

Tamarind can therefore bring in an investor privately, following the rules for issuing or transferring shares. It cannot simply advertise to the public that anyone may subscribe for its shares. Its constitution may also restrict transfers, so an existing shareholder may need to follow a particular procedure before selling.

A public company is a company that is not registered as private. It is not subject to the private company’s 50-shareholder ceiling or its prohibition on public subscriptions. However, any public offer still has to meet the applicable securities-law requirements. Public status alone is not approval to raise money from the public.

“Public” also does not mean government-owned. Nor does it mean that the shares are traded on a stock exchange. A listed company has securities admitted to the relevant exchange; a public company can remain unlisted. The application or constitution must specify private status, because the Companies Act’s default is public.

At Tamarind: suppose Meera and Ravi want to raise money from a much wider group of investors. They would need to consider the formal change from private to public status and the requirements for the proposed offer. An increase in sales alone would not make Tamarind public.

Companies Act, sections 21 and 270; Part XVIII on changes between public and private status. Securities Act requirements apply separately to public offers.

What extra responsibilities come with public status?

The ordinary rules require at least one director ordinarily resident in Mauritius. A public company’s board must also include at least two independent directors and at least one woman. For a public listed company, the minimum is 25% women on the board. These requirements can overlap: a woman who satisfies the independence tests can also fill an independent-director seat.

An independent director must meet the Act’s tests concerning relationships with the company and its management. Calling someone “independent” does not make them so. Meera and Ravi, while running Tamarind as its executive directors, would not fill the independent-director seats simply by changing their titles.

A public company must also appoint a suitably qualified company secretary and an auditor, prepare financial statements and an annual report, and make the required filings. The company secretary supports the company’s formal administration and compliance; the auditor examines its financial statements and reports on them. These are different roles.

Requirement	Small private company	Other private company	Public company
Shareholders and public fundraising	Private-company limit and prohibition on public subscriptions.	The same private-company restrictions apply even when turnover is large.	No private-company 50-shareholder ceiling; public offers require compliance with securities law.
Directors	At least one director ordinarily resident in Mauritius.	The same basic requirement.	Resident director, at least two independent directors and the women’s representation requirement explained above.
Company secretary	Appointment is not generally compulsory.	A secretary meeting the statutory qualifications is required.	A secretary meeting the statutory qualifications is required.
Audit	Normally no compulsory auditor, but a qualifying shareholder can require one.	Auditor and audited financial statements required.	Auditor and audited financial statements required.
Financial statements	Simplified reporting rules apply; records and accounts are still required.	International accounting standards; a non-PIE may use IFRS for SMEs.	International accounting standards; a non-PIE may use IFRS for SMEs.
Annual return	Relief where the relevant particulars have not changed.	Annual return normally required.	Annual return normally required.
Annual report	Private-company relief may apply.	A non-PIE can use the statutory unanimous-shareholder relief.	Required; the private-company waiver is unavailable.

PIE means public interest entity, explained below. A private company that is a PIE must prepare its annual report: it cannot rely on private status to avoid that obligation.

Companies Act, sections 132–133, 163, 165, 195, 209, 211, 218 and 223. The public-board rules are in section 133, and the statutory independence definition is in section 2.

When is a private company “small”?

“Small private company” is a legal category with simpler requirements. It is not determined by the number of employees, the size of the office or how modest the profit is.

For the usual test, the company must be private, its turnover in the last preceding accounting period must be less than Rs 100 million, it must not hold a Global Business Licence, and it must not be an entity specified in the First Schedule to the Financial Reporting Act.

Turnover is the business’s sales or revenue for the period. Profit is what remains after the relevant expenses. Assets are what the company owns, such as cash, equipment and property. These amounts answer different questions.

Suppose Tamarind’s last completed twelve-month accounting period shows sales of Rs 80 million and expenses of Rs 72 million. The turnover figure is Rs 80 million, not the Rs 8 million profit. Assuming it meets the other conditions, it qualifies as small for the current period.

Now suppose the last completed period instead shows turnover of Rs 120 million, with profit of only Rs 3 million. Tamarind no longer meets the small-company turnover test. It remains a private company, but it must arrange the secretary, audit, accounting and filing requirements for a private company that is not small. Low profit does not preserve the exemption.

The boundary matters: exactly Rs 100 million is not less than Rs 100 million. A company at that figure does not meet this turnover test either.

First accounting periods, shorter periods and the small-company reliefs

The Act gives a newly incorporated private company small-private-company treatment for its first accounting period. That does not cancel obligations imposed by financial-services or other legislation. For an accounting period that is not a full year, the turnover threshold is adjusted proportionately. The Act also allows a different threshold to be prescribed.

A small private company normally need not appoint an auditor. However, a shareholder holding at least 5% of its shares can require an auditor by giving the notice specified in the Act at or before the time for the annual meeting. Relief from a compulsory audit therefore does not mean that the majority can always refuse an audit.

A qualifying small private company may file a cash-basis financial summary showing a profit-and-loss statement. It must still keep proper accounting records. The annual-return relief applies only while the relevant shareholding, board and other particulars have not changed. Filing a financial summary and filing an annual return are different obligations.

Companies Act, section 2(5)–(7), sections 193, 209, 215 and 223.

What is a public interest entity?

You may hear someone say “public interest company”. The statutory term is public interest entity, shortened to PIE. It identifies organisations for which the law requires greater accountability in financial reporting and governance. It includes some companies and some public bodies.

This is a different classification from public or private company status. A privately owned family business can be a PIE. An unlisted public company is not automatically a PIE simply because it is public.

The Financial Reporting Act’s First Schedule includes:

• Entities listed on the Stock Exchange of Mauritius. Listing is a qualifying category in its own right.
• Specified financial institutions. These include institutions regulated by the Bank of Mauritius other than cash dealers, and specified FSC-regulated businesses such as qualifying insurers, certain funds, CIS managers and custodians. The Schedule also identifies certain retail financial services; it does not simply say every FSC licensee.
• Companies meeting the size tests. For an ordinary standalone company, annual turnover above Rs 500 million or total assets above Rs 500 million, over the two consecutive preceding years, brings it within the size category. The Schedule also contains a separate group-company test using Rs 1 billion for turnover or assets over the same two-year period.
• Named public bodies, such as the Central Electricity Board and Mauritius Ports Authority.

The definition excludes Global Business Corporations and Authorised Companies under the Financial Services Act. Their own regulatory obligations still apply.

For a straightforward standalone-company example, suppose Tamarind reports turnover of Rs 560 million and Rs 620 million in the two consecutive preceding years. It meets the turnover-based PIE test, even if Meera and Ravi remain its only shareholders and it stays private. If it exceeds the threshold in only one of those years, that fact alone does not satisfy the two-year size test. Exactly Rs 500 million does not exceed Rs 500 million.

Assets can make the difference too. Suppose another standalone private company, Tamarind Properties Ltd, has turnover of only Rs 40 million but total assets of Rs 650 million in each of the two consecutive preceding years. It meets the asset-based PIE test. Its low turnover does not make it a small private company, because the small-company definition excludes entities in the Financial Reporting Act’s First Schedule.

For a company within a group, use the Schedule’s group-company provision when assessing its figures. The examples above assume standalone companies, so that the Rs 500 million test can be followed without a group structure changing the analysis.

Financial Reporting Act: definition of public interest entity and First Schedule. Read the FRC’s published Act.

What must a PIE do differently?

For a company such as Tamarind that becomes a PIE, the practical changes include:

1. Use the appropriate full financial-reporting standards. The ordinary company PIE prepares IFRS-compliant financial statements; the Companies Act’s option to use IFRS for SMEs is for non-PIEs. IFRS means International Financial Reporting Standards. Being “small” in everyday speech is not permission to choose a simpler accounting framework.
2. Arrange the required audit. The audit must be carried out by an appropriately licensed auditor. Prepare for the audit by maintaining the records and supporting information behind the accounts.
3. Prepare an annual report within six months of the balance-sheet date. This is the financial year-end date used for the accounts. The annual report explains the company’s affairs and includes the required financial statements, audit report and other disclosures. It is more than the annual return, which updates the Registrar on company particulars.
4. Adopt and report on corporate governance. Apply the National Code of Corporate Governance and submit the required compliance statement to the Financial Reporting Council, explaining non-compliance where relevant. Governance concerns how the company is directed and controlled, including accountability, risk and oversight.
5. Apply for registration with the National Committee on Corporate Governance. This is a separate statutory requirement for PIEs. Their reporting is also subject to monitoring by the Financial Reporting Council.

Reporting deadlines and particular exceptions

Under the ordinary Companies Act rules, financial statements must be completed and signed within six months after the balance-sheet date, unless the Registrar determines another period. Companies other than small private companies generally file the statements and auditor’s report within 28 days after the statements are required to be signed, with the annual report where required. An annual return is normally due within 28 days of the annual meeting or the corresponding statutory date for written resolutions. These are separate deadlines.

The Financial Reporting Act provides particular exceptions, including an accounting-exemption route and IPSAS reporting for specified public bodies. Certain wholly owned subsidiaries can rely on their ultimate holding company’s governance reporting, but must still adopt the Code; the reporting relief does not cover subsidiaries regulated by the Bank of Mauritius or the FSC. These exceptions should be checked against the actual entity.

The 2026 legislation also provides for sustainability-reporting standards and an annual-report disclosure where applicable. It does not mean every company must immediately produce the same sustainability report: the categories, mandatory application and timing depend on the applicable rules.

Companies Act, sections 210–211, 215, 218, 221, 223 and 224; Financial Reporting Act: auditor licensing, PIE registration, reporting and monitoring provisions. Economic and Financial Measures Act 2026, sections 10 and 19.

Put the classifications together

Assume Tamarind is a standalone domestic consultancy, is not listed, does not fall into a regulated PIE category and has assets below Rs 500 million.

Tamarind’s position	Classification	Main consequence
Previous twelve-month turnover is Rs 80 million.	Small private company, if the other conditions are met.	Simplified secretary, audit and reporting requirements may apply.
Previous twelve-month turnover is Rs 120 million.	Private company that is not small.	Arrange the ordinary secretary, audit and reporting requirements. It has not become public.
Turnover exceeds Rs 500 million in both consecutive preceding years.	Private company and PIE.	Add the PIE financial-reporting, annual-report, governance and registration obligations.
It formally changes to public status to pursue wider fundraising.	Public company; assess PIE status separately.	Meet the public-board and reporting rules, plus securities-law requirements for any offer.

The practical question: what changed in the business? Higher turnover may remove small-company relief. Sustained size, listing or a specified activity may create PIE duties. A formal change of company status creates public-company responsibilities. These changes do not all happen at the same time.

One-person and limited-life companies

A one-person company is a private company whose only shareholder is also its only director, and that shareholder must be an individual. The application must name a person who will act as secretary if that individual dies or becomes mentally incapable. Tamarind, with two shareholders, does not fit this description.

A limited-life company is registered with a limited duration under the Act. Limited life concerns how long the company is intended to exist; limited liability concerns members’ financial responsibility.

Companies Act, sections 2, 21, 23 and 140; Part XXIIIA.

A company incorporated abroad may have to register in Mauritius when it carries on business here. That registration does not turn it into a newly incorporated Mauritius company. Trusts, foundations and limited partnerships are other arrangements governed by their own legislation. Variable capital companies and protected cell companies also have specific statutory rules.

Companies Act, section 21 and Part XXII. See the chapter sources for the statutory definitions.

4. How is a company incorporated?

The Registrar of Companies handles incorporation through the Corporate and Business Registration Department, usually shortened to CBRD. Meera and Ravi need to decide who will own and manage Tamarind, then provide the required application and supporting information.

Preparing the application

The application identifies the company and the people involved. For Tamarind, the main items to prepare are:

• The proposed name and company type: Tamarind Advisory Ltd, a private company limited by shares.
• The directors: their required particulars, written consents to act and certificates that they are not disqualified. At least one of Tamarind’s directors must be ordinarily resident in Mauritius: living here in the ordinary course, rather than visiting briefly.
• The shareholders and shares: who agrees to take shares, how many they will take, and the amount or other consideration to be provided.
• The registered office: the company’s official address in Mauritius, where communications can be sent.
• Beneficial-ownership information: the required details about the individuals who ultimately own or control the company.
• A secretary, where required, and a constitution if one is adopted: with the relevant particulars and consents.

A written consent confirms that a person agrees to take the stated role. If Ravi has not supplied a required director’s consent, Meera must obtain it before submitting the complete application. Another document cannot take its place.

Does Tamarind need a constitution?

A constitution sets out rules for the company, such as rights attached to shares and how certain decisions are made. Under the Companies Act, a company may have a constitution, but is not required to have one. When it has none, the Act supplies the applicable rules. When it does have one, its provisions must stay within what the Act permits.

Tamarind can therefore apply without adopting a constitution. That is different from omitting Ravi’s required consent: the constitution is optional, while that consent is required.

What does the certificate prove?

When the Registrar is satisfied with the application, the company is registered, receives a company number and is issued a certificate of incorporation. The certificate conclusively establishes that the incorporation requirements were met and that the company exists from the date stated on it.

Keep the certificate: it is a document clients and service providers may ask to see. Later changes to directors or shareholders are recorded through the relevant records and filings; the original certificate does not describe every later change.

Companies Act, sections 22–26, 39–43 and 132–134. The CBRD provides the application forms and filing services.

Where to find the rules and documents

Open each item below to see what it contributes to Tamarind’s business.

How much freedom does a company have to enter contracts?

The Act gives a company broad powers to conduct business and enter transactions in Mauritius and abroad, subject to other applicable laws. A restriction in its constitution does not, by itself, make a contract invalid. Nor is an outsider automatically treated as knowing the constitution merely because it has been registered. These rules help explain why internal company rules and the enforceability of a contract are different questions.

Companies Act, sections 27, 28 and 30.

5. What happens after incorporation?

Tamarind now exists. Meera and Ravi rent an office in Ebène, start work and send their first invoices. They must also keep the company’s records up to date and meet the requirements that apply to its activities.

Keep records as the business changes

The share register records share ownership. Beneficial-ownership records identify the individuals who ultimately own or control the company. Accounting records explain its financial transactions. Changes such as a new director may also require a filing with the Registrar.

Imagine Ravi transfers his shares to a new investor. Keeping the old incorporation certificate is not enough to show who now holds those shares. The transfer and the relevant records must be dealt with under the Act. Chapter two explains how to maintain this company file.

A useful starting folder contains the certificate, any constitution, required consents, share and beneficial-ownership records, accounting records and copies of filings. Add licences if the company obtains them. Then establish which annual filings, financial reporting and audit requirements apply to that company; the rules include exemptions and simplified requirements for certain companies.

Beneficial-ownership declarations and deadlines

The beneficial owner must provide the written declaration required for the company’s records. The 2025 amendment gave companies already incorporated when that requirement began until 30 June 2026 to comply.

The 2026 amendment also requires the beneficial owner’s date of birth in the company register. Companies already incorporated before that requirement began have until 30 June 2027 to comply with the added field. These dates concern different requirements; meeting one does not complete the other.

Partnerships have a separate register requirement, with a 31 March 2027 deadline for partnerships already operating when the provision began. That is a partnership obligation, rather than Tamarind’s company deadline.

Finance Act 2025, section 5; Economic and Financial Measures Act 2026, sections 10 and 61. Edition details are in the source register.

Check what the business is allowed to do

Tamarind’s certificate establishes its incorporation. It does not establish permission to carry out every regulated activity. If the founders propose a financial service that requires an FSC licence, they must obtain the appropriate permission before providing that service.

The Financial Services Commission, or FSC, is the regulator for non-bank financial services and global business. A Global Business Licence and an Authorised Company authorisation are categories under the Financial Services Act. They are not additional company types in the list we studied earlier. The directors chapter states which Companies Act rules those permissions change.

Business registration also carries its own obligations, including displaying the business registration card at the principal place of business. The 2026 amendment allows display in any format. Tax questions, such as how Tamarind’s income is taxed or whether VAT applies, are addressed in the Mauritius Tax course.

Companies Act, Parts XIII–XIV and XXIX; Financial Services Act; Business Registration Act section 8(11), as amended by the Economic and Financial Measures Act 2026.

What you should now be able to explain

Tamarind is a legal person with its own property and obligations. Meera and Ravi own shares and act as directors, with different responsibilities in each role. Incorporation creates the company; ongoing records show how it changes; any required licence permits the relevant regulated activity.

Next: learn how to maintain the company file, including its constitution, share register and beneficial-ownership records. First, use the eight questions below to check your understanding of this chapter.