Redomiciliation

A Company incorporated under the laws of any country other than Mauritius, may, where it is so authorized by the law of that country, apply to the Registrar to be registered as, and continue as, a company in Mauritius as if it had been incorporated in Mauritius.

There are various reasons why a company would want to redomicile to Mauritius, including taking advantage of the existing attractive taxation system, the reliable infrastructural facilities and a wide array of reputable and regulated financial services. Once re-domiciled, the company is treated as a company ordinarily resident and domiciled in Mauritius. As company structure options, re-domiciliation to Mauritius can be in the form of a Global Business Corporation (GBC) or an Authorised Company.

Two main redomiciliation requirements:

• Firstly the company is authorised to transfer its incorporation under the law of the country in which it is incorporated and;
• Secondly the company has complied with the requirements of that law in relation to the transfer of its incorporation.

Restrictions on redomiciliation:

There are also some restrictions as far as redomiciliation to Mauritius is concerned and situations which may disqualify companies from registering as, and continuing as a company in Mauritius, are:

• The company is in the process of winding up or liquidation;
• A receiver or manager has been appointed, whether by a court or not, in relation to the property of the company; or
• There is a scheme or order in force in relation to the company whereby the rights of the creditors are suspended or restricted.

Documents needed for redomiciliation:

1. A certified copy of the certificate of incorporation or other such document that evidences the incorporation of the company;
2. A copy of the resolution authorising the continuation of the company in Mauritius;
3. A certified copy of the documents containing its constitution;
4. A statement of the charges on the company’s assets;
5. Documentary evidence which satisfies the Registrar that the conditions for registration has been complied with:
   1. the company is authorised to transfer its incorporation under the law of the country in which it is incorporated;
   2. the company has complied with the requirements of that law in relation to the transfer of its incorporation; and
   3. where that law does not require its shareholders, or a specified proportion of them, to consent to the transfer of its incorporation –
      1. the transfer has been consented to by not less than 75 percent of its shareholders entitled to vote and voting in person or by proxy at a meeting; and
      2. a notice specifying the intention to transfer the company’s incorporation was given to the shareholders at least 21 days prior to the meeting.
6. Confirmation that:
   1. the company is not in the process of winding up or liquidation;
   2. a receiver or manager has not been appointed, whether by a court or not, in relation to the property of the company; or
   3. there is no scheme or order in force in relation to the company whereby the rights of the creditors are suspended or restricted.
7. Duly signed consent forms for Director and Shareholder as per the forms of the Registrar in Mauritius (only needed if additional director/shareholder will be appointed in the company compared to the existing structure);
8. Documentary evidence which satisfies the Registrar that the company is in good standing in the country of its incorporation and in the countries in which it has any significant activity; and
9. Full KYC documents on the company & all Directors/Shareholders/Beneficial owners (KYC checklist attached separately)
10. Business plan.

Note: The Registrar and the Financial Services Commission may request for other document or information since each application is processed on a case-to-case basis.