Permission to incorporate an offshore company must be obtained from the Technical Committee of the Mauritius Offshore Business Activities Authority, (MOBAA), which meets every Thursday.

An application should be submitted by the preceding Monday. It should contain a business plan describing the business of the proposed Mauritian offshore company, with supporting profit and loss and cash flow projections. A reference letter on the beneficial owner of the company should also be included. In the case of multinationals and other well-known corporate applicants, a reference letter need not be submitted, but a copy of the last Annual Report or audited accounts of the beneficial owner should be submitted.

MOBAA communicates its approval on the Friday after the Thursday meeting of the Technical Committee. The incorporation process then begins with the submission to MOBAA of the Memorandum and Articles of Association of the proposed offshore company.

The Memorandum of Association contains the name, objects and amount of authorized share capital of the company as well as a statement that the liability of the members is limited or unlimited, as the case may be. It should also contain the full name, addresses and descriptions of the subscribers.

Mauritian companies, both onshore and offshore may have wide objects clauses. Most so called "objects clauses" are drafted loosely to include powers. By reason of Section 22 of the Companies Act 1984, a company shall have, for the furtherance of its objects as stated in its memorandum, all the powers of a natural person. It is not necessary for its powers to be specially set out.

The annexure to the Memorandum of Articles of Association is optional, but usual. The Articles may be in the form set out in Table A (public companies) or Table B (private companies) of the Companies Act 1984. Articles consist of a set of regulations concerning the transfer of and rights attached to shares, general meetings, powers and duties of directors, dividends, reserves and accounts.

The other incorporation documents to be submitted are the Consent to Act as Director forms and the Notice of New Directors and Secretary form.

The incorporation documents for the offshore company are channelled through MOBAA to the Companies Registry where the incorporation of the company is registered and a Certificate of Incorporation is issued. The Certificate of Incorporation is conclusive evidence that the company has been properly registered. The Memorandum and Articles of Association are, when registered, binding upon the company and the members. Alteration of their content is governed by specific provisions of the Companies Act. From the date of incorporation, the members form a body corporate capable of exercising all the functions of an incorporated company, with the power to sue and be sued, to hold land (although not immovable property in Mauritius, in the case of an offshore company), and to have perpetual succession and a common seal.

The final stage of the formation process for an offshore company is the issuance by MOBAA of the offshore certificate. This certificate designates the company as an offshore company , governed by the Mauritius Offshore Business Activities Act 1992, entitled to do business offshore, and enjoying the concessionary tax regime of taxation at zero per cent. An application fee of US$500 and an annual fee of US$1500 is payable to MOBAA.

The content of this article is intended to provide general information on the subject matter. It is not, therefore, a substitute for specialist advice.