Documents Required to Form a Company in Mauritius

Every individual appointed as a director or shareholder of the proposed Mauritius company must provide a comprehensive personal KYC package. The primary identity document is a certified copy of a valid, unexpired passport showing the biographical data page, photograph, and signature; where the passport is not in English or French, a certified translation must accompany it. Proof of residential address must be a document issued within the previous three months — acceptable forms include utility bills (electricity, water, gas, or landline telephone), bank statements, or official government correspondence. The address must match the address declared in the KYC questionnaire. A source of wealth statement is required for all shareholders, explaining the origin of the funds to be invested in or lent to the company, and the overall accumulated wealth of the individual. Supporting evidence — such as audited business accounts, employment contracts, property sale agreements, or tax assessments — must be appended. For shareholders making a capital contribution above a certain threshold, or where the business activity involves financial services, a more detailed financial profile may be required. A bank reference letter on the official letterhead of the individual's principal bank, addressed to CTM and confirming the account relationship, the nature of the banking activity, and satisfactory conduct, is standard. A curriculum vitae or professional biography covering education, career history, and current business interests is also required, as this assists both the FSC Mauritius review and the bank's compliance team during the subsequent account opening process.

Where a corporate entity appears in the shareholding or directorship of the proposed company, the full corporate KYC pack must be provided. This includes: a certified copy of the certificate of incorporation or equivalent constitutional document; the current memorandum and articles of association or equivalent constitutive document; a register of directors and a register of shareholders; a certificate of good standing (or certificate of incumbency) issued by the registered agent or company registry of the home jurisdiction, dated within six months; and the most recent audited financial statements. For each layer of the corporate structure, beneficial ownership must be traced through to the ultimate natural persons (UBOs) who own or control 25% or more of the entity (or a lower threshold where applicable under Mauritius risk-based policies). A beneficial ownership chart or corporate structure chart, verified and signed by a director or officer of the relevant entity, must be provided. If the ultimate shareholder is a trust or foundation, the relevant trust/foundation documentation and underlying party KYC is required as described in the trust documents guide. Foreign companies that intend to serve as directors of a Mauritius GBC should be aware that the FSC Mauritius prefers — and in certain structures requires — the presence of at least two resident directors in Mauritius for substance purposes. CTM can provide nominee or resident director services through qualified Mauritius-resident professionals to satisfy this requirement.

Under the Companies Act 2001 and the Financial Services Act 2007, every GBC must be administered by a licensed Management Company (MC). CTM, as a licensed MC, provides a registered agent letter and management company consent confirming its willingness to act for the proposed company and its acceptance of responsibility for the company's regulatory compliance. This letter is a mandatory component of the FSC Mauritius incorporation application and must be issued before the application can be submitted. The management company consent letter confirms CTM's KYC due diligence completion, its anti-money laundering assessment of the proposed business activities and the parties involved, and its agreement to provide registered office, company secretarial, and ongoing compliance services. The letter is addressed to the Registrar of Companies and the FSC Mauritius as appropriate. Clients should note that CTM's agreement to issue this consent is contingent upon the satisfactory completion of its own internal compliance review — the process cannot be short-circuited. In parallel, the registered office address in Mauritius is provided by CTM. The registered office is the official legal address of the company in Mauritius, at which statutory notices and regulatory correspondence will be received. CTM maintains a physical registered office at its licensed premises in Mauritius as required by law.

A well-drafted business plan is a critical component of the GBC application, particularly for the FSC Mauritius review. The business plan should describe the proposed business activities of the company in detail, explaining why Mauritius has been chosen as the jurisdiction, the nature of the target markets and customers, the expected revenue streams and financial projections for the first three years, the proposed management and governance structure, and the substance arrangements (including local staff, office space, and management arrangements in Mauritius). For GBCs engaging in regulated activities — such as fund management, investment advisory, or insurance — the business plan must also address licensing requirements under the relevant financial services legislation. A corporate resolution from the founding shareholders or incorporators authorising the formation of the company, approving the proposed directors, approving the memorandum and articles of association, and authorising CTM to act as management company must be provided. For the articles of association, CTM uses standard FSC-approved templates which can be customised to the client's specific governance requirements — including provisions for share classes, voting rights, drag-along and tag-along rights, and reserved matters. Additional supporting documents typically required include: a consent to act letter from each proposed director; specimen signatures of directors and authorised signatories; a declaration regarding compliance with sanctions and AML legislation; tax residency certificates or self-certification forms (for FATCA and CRS purposes) for all shareholders and beneficial owners; and, for structures involving intellectual property holding, a detailed IP ownership and transfer history.

Upon successful incorporation, CTM prepares and delivers the complete statutory file of the company, including the certificate of incorporation, the memorandum and articles of association (as filed), the FSC Mauritius Global Business Licence, the register of directors, the register of shareholders, share certificates, and the first set of minutes of the board of directors. These documents are maintained by CTM in its role as company secretary and management company. On an ongoing basis, the company must maintain up-to-date corporate records, file annual returns with the Registrar of Companies, and submit annual reports and financial statements to the FSC Mauritius. GBCs must also comply with the economic substance requirements introduced by the Finance Act 2018 and submit an annual economic substance declaration. CTM provides ongoing corporate secretarial and compliance services to ensure all statutory filings are made on time. KYC must be refreshed periodically — at least every three years as a standard cycle, or more frequently upon a trigger event such as a change of directors, a change in shareholding or beneficial ownership, a significant change in business activity, or a material change in risk profile. CTM will proactively request updated documents from clients to maintain compliance with FSC AML/CFT requirements.