The Constitution of a Company

The constitution of a company acts as a contract between the company and its members, as well as among the members themselves. It has replaced the Memorandum and Articles of Association. While not mandatory, certain entities such as LLCs, companies in migration, amalgamated companies, or foreign companies seeking registration must have a constitution.

A company with a constitution adheres to the same guidelines as those without one, except where the constitution restricts or modifies these guidelines. Companies registered under the Companies Act 1984 may continue using their existing Memorandum and Articles of Association, which will serve as the company’s constitution.

In the absence of a constitution, a company is governed by the provisions of the Companies Act. Alternatively, shareholders or members can adopt a constitution through a special resolution.

Annual Shareholders’ Meeting

An annual meeting of shareholders must be held once each year. This meeting must occur no later than six months after the balance sheet date and no more than 15 months should lapse between two annual meetings. This ensures that shareholders have a regular opportunity to discuss the company’s performance, elect directors, and make key decisions.

Company Secretary Requirements

Every company, except for a small private company or a Category 2 Global Business Company (GBC2), must have a secretary. If a GBC2 or a small private company does not have a secretary, the duties imposed on the secretary by the Act must be fulfilled by the Board or a director appointed by the Board.

The secretary must be a natural person of full age and capacity, ordinarily resident in Mauritius, have consented to act as secretary, and possess the relevant qualifications. The Registrar may approve a corporation to act as secretary if one of the corporation’s members is ordinarily resident in Mauritius and the member accepting responsibility for the secretary’s duties has the necessary professional qualifications.

In the case of a Category 1 Global Business Company, the company may have a corporate secretary without any members of the corporation being ordinarily resident in Mauritius. This flexibility allows such companies to appoint secretaries who are best suited to handle their international business affairs.

Foreign Company Requirements

Every foreign company must conspicuously display outside its registered office and every place of business in Mauritius the name and place of its incorporation. These details must also appear on all its letterheads and other documents where thecompany’s name is required. If the liability of the company’s members is limited, this fact must be stated after the company’s name.

Formation Costs

Since the Companies Act does not require a company to have a constitution, it does not need to be embodied in a notarized deed but must be certified by a law practitioner. The primary formation cost is the Registrar fees, ranging from MUR 2,000 to MUR 100,000. Additionally, there is a processing fee of MUR 2,000. Fees are also charged for every document lodged within the time limits prescribed by the Act.

By understanding these requirements and costs, companies can ensure compliance with legal standards and effective governance. Regular shareholders’ meetings, appropriate secretarial appointments, and clear constitutional guidelines help maintain transparency and accountability within the company.