Mauritius has been one of India’s most consistent foreign direct investment source countries for over two decades. For Mauritius-based businesses planning to establish a legal entity in India, the bilateral investment corridor is well-established. The regulatory framework, however, demands careful attention to structure, process, and ongoing compliance.
This guide explains how to register a company in India from Mauritius. It covers the right entity structure for your business, Foreign Direct Investment (FDI) routes, the current India-Mauritius DTAA position following the 2025 CBDT clarification, a step-by-step incorporation process with timelines, document requirements, and key post-incorporation obligations.
Why Mauritius-Based Businesses Are Registering in India
India’s standing as a global investment destination has grown substantially over the past decade. Mauritius-based investors have consistently ranked among the largest contributors to India’s inbound FDI, supported by a bilateral treaty framework that makes this investment corridor both tax-efficient and legally clear.
India’s Economic Case at a Glance
India has sustained annual GDP growth of approximately 6.5% and is projected to become the world’s third-largest economy by the end of this decade. In the financial year 2024–25, India recorded USD 81.04 billion in total FDI inflows, a 14% increase over the previous year, according to the Department for Promotion of Industry and Internal Trade (DPIIT).
Key drivers attracting foreign capital include the Make in India initiative, Production Linked Incentive (PLI) schemes across 14 sectors, expanding digital infrastructure, and a steadily improving business environment. Manufacturing, technology, services, and financial services have each seen consistent FDI growth in recent years.
Mauritius as a Proven FDI Gateway into India
Since April 2000, Mauritius has contributed approximately USD 185 billion in cumulative FDI into India, making it the second largest FDI source country by volume, per DPIIT data as of December 2025. This long-standing relationship is supported by the India-Mauritius Double Taxation Avoidance Agreement (DTAA), alignment under the Foreign Exchange Management Act (FEMA), and institutional familiarity between the two jurisdictions.
For Mauritius-based businesses, the path to registering an Indian entity is structured and well-serviced. It is not an untested route.
Choosing the Right Business Structure for Your Indian Entity
The entity structure you select determines your tax exposure, liability profile, FDI eligibility, and operational flexibility in India. For Mauritius-based businesses,company registration services in India follows the Ministry of Corporate Affairs (MCA) framework under the Companies Act, 2013. The table below compares the five main options available to foreign investors.
| Entity Type | FDI Permitted | Corporate Tax Rate | Liability | Best Suited For |
| Private Limited Company | Yes (Automatic Route) | ~22–24%* | Limited | Full market entry |
| Limited Liability Partnership (LLP) | Yes (limited sectors) | ~30%* | Limited | Professional services |
| Branch Office | RBI approval required | ~35–40%* | Unlimited | Limited commercial activity |
| Liaison Office | Not applicable | N/A | Unlimited | Market scouting only |
| Project Office | RBI approval required | ~35–40%* | Unlimited | Single project scope |
All rates are exclusive of applicable surcharge and cess.
Private Limited Company
A Private Limited Company is the most widely used structure for foreign businesses entering India. Its base corporate tax rate of approximately 22–24% is the lowest among all entity types available to foreign investors, compared with approximately 30% for an LLP and 35–40% for a Branch or Project Office.
FDI is permitted up to 100% under the automatic route in most sectors, meaning no prior approval from the RBI or Government of India is required. The company holds a separate legal identity, limiting shareholder liability to their respective shareholding.
Minimum requirements for incorporation:
- Two directors, of whom at least one must be an Indian resident under Section 149(3) of the Companies Act, 2013
- Two shareholders (the Mauritius parent company can serve as one)
- A local registered address in India
- A resident Company Secretary
India Company Incorporation (ICI) recommends this structure for the majority of Mauritius-based businesses seeking full market entry in India.
Limited Liability Partnership
A Limited Liability Partnership (LLP) combines limited liability with comparatively lower compliance obligations. FDI is permitted in LLPs under the automatic route, but only in sectors where 100% FDI is already allowed and where no FDI-linked performance conditions apply.
At a base tax rate of approximately 30%, an LLP carries a higher tax burden than a Private Limited Company. It is not suited for businesses planning equity fundraising, external investment, or eventual listing in India.
Branch, Liaison, and Project Offices
Foreign establishments require RBI approval in addition to MCA registration and attract a corporate tax rate of approximately 35–40% on India-sourced income.
A Liaison Office is restricted to communication and coordination activities and cannot generate revenue in India. A Branch Office can conduct business activities within a defined scope aligned with its parent company. A Project Office is established for a specific project and ceases to exist once that project concludes.
These structures suit limited, time-bound, or exploratory activities. For Mauritius-based businesses seeking full market entry, a Private Limited Company remains the preferred choice.
FDI Routes and FEMA Compliance for Mauritius-Based Investors
India’s FDI framework operates through two distinct routes. Under the Automatic Route, no prior approval from the RBI or the Government of India is required. The investor makes the investment and files the required post-investment returns with the RBI. Under the Government Approval Route, the investor must secure prior approval from the relevant ministry or department before making the investment.
| Route | When It Applies | Prior Approval Required |
| Automatic Route | Most sectors, within the permitted FDI cap | No |
| Government Approval Route | Restricted or capped sectors (e.g. defence above 74%, print media at 26% cap, multi-brand retail) | Yes |
Over 90% of India’s FDI inflows are channelled through the automatic route. Most Mauritius-based investors in standard sectors will qualify.
Land-border restriction: Under FEMA, entities incorporated in countries that share a land border with India require prior Government approval for FDI, regardless of sector or FDI cap. Mauritius does not share a land border with India. Mauritius-based investors are not subject to this additional requirement and may invest under the standard automatic route in all eligible sectors.
Once the Indian company allots shares to its foreign shareholders, it must file the FC-GPR (Foreign Currency Gross Provisional Return) with the Reserve Bank of India (RBI) within 30 days of allotment. This is a mandatory FEMA compliance step and cannot be deferred.
What the India-Mauritius DTAA Means for Your Investment
The India-Mauritius Double Taxation Avoidance Agreement (DTAA) prevents the same income from being taxed in both countries. For businesses with a Mauritius parent and an Indian subsidiary, the DTAA provides relief on withholding tax applied to dividends, interest, and royalties, reducing the cost of cross-border transactions between the two entities.
The 2024 Protocol and CBDT Circular No. 1/2025
On 7 March 2024, India and Mauritius signed a protocol amending the DTAA to introduce the Principal Purpose Test (PPT), an anti-abuse measure designed to prevent treaty shopping. The PPT allows treaty benefits to be denied if obtaining a tax advantage was one of the principal purposes of an arrangement or transaction.
The Central Board of Direct Taxes (CBDT) issued Circular No. 1/2025 on 21 January 2025, providing the following clarifications:
- The PPT applies prospectively only. It does not apply to past transactions or events.
- Gains on shares in Indian companies acquired by Mauritius residents before 1 April 2017 (grandfathered shares) remain outside the scope of the PPT.
- The 2024 Protocol has not yet been ratified or notified by India. DTAA benefits remain fully in effect.
Mauritius-based businesses setting up an Indian entity for genuine operational purposes have no cause for concern under the PPT. The test targets arrangements structured primarily to extract treaty benefits with no substantive business basis.
How to Register a Company in India from Mauritius, Step by Step
The incorporation process runs through the Ministry of Corporate Affairs (MCA) via the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form. Apostille of foreign party documents in Mauritius is a parallel requirement that significantly influences the overall timeline.
| Step | Action | Estimated Time |
| 1 | Data gathering per ICI’s document checklist | N/A |
| 2 | Preparation of Board Resolution for name approval (if majority shareholder is a body corporate) | 1–2 working days |
| 3 | Approval of Board Resolution by the shareholding entity | N/A |
| 4 | Name application filed with Registrar of Companies (RoC) via SPICe+ Part A | 4–5 working days |
| 5 | Preparation of incorporation documents: MoA, AoA, director and shareholder KYC | 7–8 working days |
| 6 | Apostille and notarisation of documents by foreign parties in Mauritius | Depends on Mauritius authority timelines |
| 7 | Submission of SPICe+ incorporation form to RoC | 5–7 working days |
| 8 | RoC response: direct approval or request for additional information | 3–4 working days |
| 9 | Certificate of Incorporation (CoI) issued, along with PAN and TAN | N/A |
| 10 | First Board Meeting held within 30 days of incorporation | 5–7 working days post-CoI |
| 11 | Corporate bank account opened in India | Depends on bank chosen |
| 12 | Capital infused into the Indian entity’s bank account by shareholders | N/A |
| 13 | Certificate of Commencement of Business (CoC) issued by RoC after bank confirmation | 1–2 working days |
| 14 | Mandatory registrations: GST, IEC, FC-GPR filing with RBI | Per applicable registration timeline |
The minimum timeline from Step 1 to Step 9, the receipt of the Certificate of Incorporation, is typically six to eight weeks. The apostille process in Mauritius is the primary variable that affects this timeline. India Company Incorporation coordinates the apostille process as part of its end-to-end incorporation service.
Documents Required to Register a Company in India from Mauritius
The checklist below covers the three key parties involved in the incorporation process.
For the Corporate Shareholder (Mauritius Parent Entity)
- Certificate of Incorporation of the Mauritius company
- Constitutional documents: Memorandum and Articles of Association, or equivalent
- Board Resolution authorising investment in the Indian entity and naming the authorised representative
- Apostilled passport copy of the authorised representative
- Recent utility bill as proof of registered address
For Directors of the Indian Entity
- Passport (all pages)
- Recent proof of residential address (utility bill or bank statement)
- Director Identification Number (DIN), if already issued by the MCA
- Date and place of birth, educational qualifications, and nationality details
For the Indian Entity
- Proposed company name, verified against the MCA portal and trademark databases
- Proof of registered office address in India (rent agreement or utility bill in the company’s name)
- Drafted Memorandum of Association (MoA) and Articles of Association (AoA)
All documents for foreign parties must be apostilled in the country of residence. For Mauritius-based investors, apostille is completed by the relevant Mauritius authority before submission to the RoC in India.
Post-Incorporation Compliance in India You Cannot Ignore
Incorporation marks the start of a company’s compliance obligations, not the end. A set of statutory requirements applies from the date of operations and, in some cases, from the date of incorporation itself. Mauritius-based businesses frequently underestimate this compliance load when entering India for the first time.
GST Registration:
Goods and Services Tax (GST) registration is mandatory once turnover crosses the prescribed threshold. It is also required for inter-state supply of goods and services, regardless of annual turnover.
TDS Filing:
Tax Deducted at Source (TDS) applies to salaries, contractor payments, professional fees, and a range of other transactions. Monthly deposits and quarterly returns must be filed with the Income Tax Department.
ROC Annual Filings:
Every Indian company must file an Annual Return (MGT-7) and Financial Statements (AOC-4) with the Registrar of Companies (RoC) each financial year under the Companies Act, 2013. Board resolutions and secretarial records must be maintained throughout the year.
FC-GPR with RBI:
The FC-GPR must be filed with the Reserve Bank of India (RBI) within 30 days of share allotment to foreign shareholders. This FEMA filing is missed more often than any other post-incorporation obligation and carries penalties for late submission.
Transfer Pricing:
If the Indian entity transacts with the Mauritius parent through service agreements, royalties, management fees, or any related-party arrangement, transfer pricing regulations under the Income Tax Act, 1961, apply. Annual documentation and benchmarking studies are mandatory.
Payroll Compliance:
Provident Fund (PF) registration under the Employees’ Provident Fund Organisation (EPFO) and Employees’ State Insurance (ESI) registration become mandatory once employee headcount crosses the prescribed thresholds.
How India Company Incorporation Supports Mauritius-Based Businesses in India
Registering a company in India from Mauritius involves multiple regulatory touchpoints. The MCA, the RBI, the Income Tax Department, GST authorities, and in certain sectors the Securities and Exchange Board of India (SEBI) each play a role, with their own timelines, formats, and compliance cycles. Managing these through separate advisers creates fragmented accountability, a significant operational risk for Mauritius-based businesses working across time zones.
India Company Incorporation (ICI) provides end-to-end India entry support as a single point of contact. Services span company incorporation, FEMA and FC-GPR filings, GST registration, direct and indirect tax advisory, RoC compliance, payroll set-up, and transfer pricing documentation, all delivered under one roof with a PAN India presence.
For Mauritius-based businesses, this means one advisory relationship, one point of escalation, and full compliance visibility from the date of incorporation.
Frequently Asked Questions
1. Can a Mauritius-based company register a Private Limited Company in India without visiting India?
Yes. The incorporation process does not require the physical presence of foreign shareholders or directors in India. Documents for foreign parties must be apostilled in Mauritius before submission to the RoC. India Company Incorporation manages the full process remotely on behalf of Mauritius-based clients, coordinating directly with the Registrar of Companies at every stage.
2. Is Mauritius affected by the land-border restriction under FEMA for FDI in India?
No. Under FEMA, entities incorporated in countries sharing a land border with India require prior Government approval for FDI, regardless of the sector. Mauritius does not share a land border with India. Mauritius-based investors are not subject to this restriction and may invest under the standard automatic route in all eligible sectors without additional FEMA approval.
3. What is the minimum director requirement for a foreign company registering in India?
A Private Limited Company in India requires a minimum of two directors. At least one must be an Indian resident, defined as an individual who has stayed in India for a minimum of 182 days during the previous calendar year, under Section 149(3) of the Companies Act, 2013. The Mauritius-based promoter may serve as the second director without the residency requirement.
4. How does the India-Mauritius DTAA benefit businesses setting up an Indian entity?
The India-Mauritius DTAA prevents the same income from being taxed in both countries. It provides relief on withholding tax on dividends, interest, and royalties paid between the Indian entity and the Mauritius parent. Following CBDT Circular No. 1/2025 (January 2025), the Principal Purpose Test under the 2024 protocol applies prospectively only. Genuine operational investors from Mauritius are not adversely affected.
5. What post-incorporation filings are mandatory after company registration in India from Mauritius?
Mandatory filings include the FC-GPR with the RBI within 30 days of share allotment, GST registration, TDS compliance from the commencement of operations, and annual RoC filings (MGT-7 and AOC-4) under the Companies Act, 2013. If the Indian entity transacts with the Mauritius parent, transfer pricing documentation is mandatory under Indian tax law. Ongoing payroll compliance (PF and ESI) applies once the relevant employee thresholds are met.
