The constitution of a company is a contract between the company and the members, and the members themselves. The constitution has replaced the Memorandum and Articles of Association. There is no requirement for a company to have a constitution. In practice, an LLC, a company in migration, an amalgamated company or foreign company seeking registration must have a constitution.

A company with a constitution adheres to the same guidelines, except to the extent that they are restricted and modified by the constitution. A company registered under the Companies Act 1984 may continue with its Memorandum and Articles of Association. The latter shall be the existing company’s constitution.

Where a company does not have a constitution, the company shall be governed by the provisions as set out in the Act or the shareholders or members may adopt one through special resolution.

Formation Costs

Since the Act does not require a company to have a constitution, it need not be embodied in a notarized deed but should be certified by a law practitioner. The main cost of formation is thus the Registrar fees, which range from MUR 2,000 to MUR 100,000. There is also a processing fee of MUR 2,000. A fee is charged for every document lodged within the time limit prescribed by the Act.