Board and Written Resolutions in Mauritius

A board resolution in Mauritius is the decision of the directors of a company, expressed in a form that can later be shown to a bank, an auditor, a regulator or a court. Most day-to-day decisions of a company belong to its board. Writing them down properly turns an informal understanding into evidence of who decided what, when, and on what basis.

This page covers the practical questions a director or company secretary usually asks. When is a resolution needed? How is it passed, at a meeting or by a directors' written resolution in Mauritius? And where should the result be kept? It is general information under the Companies Act 2001, not advice on a particular company: the constitution of each company can change the detail, so always read it alongside the Act.

What a board resolution is, and what it is not

A resolution is simply the outcome of a decision-making process. The board votes, or all directors sign, and the decision becomes the act of the company. Two features matter in practice:

• It is made by directors, acting collectively as the board, in the interests of the company. The duties that apply while they decide are described in directors' duties under Mauritian company law.
• It is not the same as a shareholders' resolution. Shareholders decide on a defined list of matters, usually those that change the company's constitution, its capital or its existence. Everything else normally stays with the board.

A resolution is also not the same as the minutes of a meeting. Minutes describe the discussion and the attendance; the resolution is the decision itself. Many companies record both in one document, but the distinction helps when a decision has to be evidenced on its own, for example when a bank asks for a certified extract.

When is a board resolution needed?

There is no single list that fits every company, because the constitution and any shareholders' agreement can reserve extra matters for the board or for shareholders. In practice, boards of Mauritian companies pass resolutions for decisions such as:

• opening, operating or closing a bank account, and approving the signatories;
• approving the annual financial statements and authorising the directors to sign them;
• appointing or removing a company secretary, an auditor or a resident director;
• authorising a contract outside the ordinary course of business, or a loan or guarantee;
• approving an interested transaction after a director has declared a conflict;
• recommending or declaring a dividend, after the directors are satisfied the solvency requirements are met;
• convening the annual meeting of shareholders and approving the notice;
• giving a person authority to sign documents or act for the company.

If you are unsure, the safest test is this: would a third party reasonably want to see proof that the company approved this? If so, write a resolution.

Matters that need the shareholders instead

Some decisions cannot be taken by the board alone. Two examples drawn from the Companies Act 2001:

• Changing the company name. This requires a special resolution of shareholders unless the constitution provides otherwise, with a copy of the resolution filed and, where relevant, a name reservation notice. The change takes effect on the date of the certificate issued by the Registrar (section 36).
• A voluntary application for striking off under section 309(1)(d). It must be authorised by a special resolution of shareholders and accompanied by a letter of non-objection from the Director-General of the MRA and, where applicable, from the FSC. This requirement comes from the Finance (Miscellaneous Provisions) Act 2024.

In such cases the board usually passes a preliminary resolution to propose the matter and to call or circulate the shareholders' vote, but the decisive vote sits with the shareholders. For the difference between the two thresholds, see ordinary and special resolutions explained.

Two ways to pass a board resolution

1. At a board meeting

The traditional route is a meeting of the directors. The notice, the quorum and the voting rules come from the Companies Act 2001 and, above all, from the constitution of the company. A resolution is passed when the required majority of the directors present votes in favour, and the result is recorded in the minutes.

The meeting does not have to be held in a room. Many boards meet by video, including with directors abroad, provided the constitution allows it and everyone can hear and take part. The practical points are set out in holding board meetings by video or from abroad, and the general mechanics in board meetings of a Mauritian company.

2. By directors' written resolution

A directors' written resolution in Mauritius allows the board to decide without meeting. The resolution is circulated in writing, and the directors sign it or confirm their agreement in a form the company accepts. Once the required signatures or confirmations are in, the resolution has the same effect as if it had been passed at a meeting.

Written resolutions suit decisions that are routine, urgent or uncontroversial, and companies whose directors live in different countries. They are less suitable where the board needs a real discussion, or where a director may wish to dissent and be heard. The conditions, including how many directors must sign, are explained in written resolutions: deciding without a meeting. Check the constitution first: some constitutions restrict or adapt the procedure.

Meeting or written resolution: a quick comparison

The "usually" in the fourth row is deliberate: whether written resolutions need every director or a lower proportion depends on the company's constitution and the statutory provisions that apply to it.

How to draft a resolution that will stand up later

A short, precise text is better than a long one. A useful resolution generally contains:

1. The name of the company and the date of the decision.
2. The form of decision: a meeting (with place and attendance), or a written resolution (with the circulation date).
3. The operative wording, starting with "It is resolved that…", and one decision per paragraph.
4. Any declaration of interest, noted before the vote, with the director concerned stepping back from the decision where the law or the constitution requires it. See declaring a conflict of interest as a director.
5. The authority granted: who may sign, within what limits, and whether the authority lasts until revoked or for a single transaction.
6. The signatures of the chair or of the directors, as applicable.

Avoid vague phrases such as "all necessary steps". Name the document, the account or the counterparty whenever possible. A bank or a registry will read a resolution literally.

A short example of operative wording for a bank mandate:

It is resolved that the company opens a current account with the bank, that the directors named in the schedule are authorised to operate the account, and that any two of them acting together may sign instructions to the bank.

Note that for a Global Business Company, the FSC now looks at bank signatory arrangements. A new criterion introduced by the Act 13 of 2026 with effect from 1 September 2026 requires the company to ensure that its bank accounts are operated under a signatory arrangement consistent with the guidelines issued by the FSC (section 71(3)(b)(vi) of the Financial Services Act). A board resolution approving signatories should therefore be drafted with those guidelines in mind.

Who must be on the board, and does it change the resolution?

The composition of the board shapes who can validly decide. A domestic company needs at least one resident director and one shareholder, according to the official domestic incorporation page of the CBRD. Global Business and VCC companies need two resident directors. An Authorised Company needs one director, who is not necessarily resident, together with a registered agent.

For a Global Business Company, the FSC examines whether the company has, at all times, at least two directors resident in Mauritius with sufficient competence to exercise independence of mind and judgement. The words "at all times" were added by the Act 18 of 2025, in force from 9 August 2025. The practical consequence for resolutions is straightforward. If a resident director resigns, the board should replace that person promptly, and the decision to appoint the replacement should itself be recorded in a resolution. More on the role in resident director in Mauritius.

Central management and control also matter for tax residence: under section 73 of the Income Tax Act a company is resident in Mauritius if it is incorporated there or if its central management and control are in Mauritius. Where and how the board takes its decisions is therefore evidence, and written resolutions signed abroad deserve some thought. A company whose directors decide everything from another country should seek advice on the consequences.

Filing and notifying after a resolution

A resolution is an internal document, but some outcomes must be reported:

• A change of director or secretary, or of their details, must be notified to the Registrar within 28 days. Failure to do so is an offence for each director and for the secretary, punishable by a fine of up to Rs 200 000 (Companies Act, section 142).
• A change of name requires the resolution to be filed with the Registrar, as described above.
• Share issues and transfers feed the beneficial ownership information that the company must hold at all times in a separate register: full name and residential address, national identity or passport number, nationality and the holding structure identifying the ultimate beneficial owner (section 91(3A)). That information is filed through CBRIS at incorporation, with the annual return, and on any share transfer or issue. The register of shares itself must be kept for at least 7 years after the transaction concerned.
• The annual return is filed once a year within 28 days after the date of the annual meeting, signed by a director or the secretary (section 223). No return is filed in the calendar year of incorporation.

Which register or filing is affected depends on the decision. See statutory registers a Mauritian company must keep for the full picture and the compliance calendar to place each deadline.

Keeping the record

Store each resolution where it can be found by the secretary, an auditor or a new director: a dated, numbered file for the minute book is enough. Keep signed originals or certified electronic copies, and keep the attached documents (the contract approved, the bank form, the draft accounts) with the resolution. Retention periods vary by document; the guidance in company records: what to keep and for how long covers them. For the format of minutes, see how to write board minutes step by step.

Common mistakes

• Passing a resolution that the board has no power to pass, such as one that needs a special resolution of shareholders.
• Back-dating a written resolution instead of recording the true date of signature.
• Using a template without adapting it to the company's constitution.
• Forgetting that a director with an interest should declare it, and that the declaration belongs in the record.
• Letting the board fall below the required number of resident directors and carrying on as if nothing had changed.
• Signing a resolution without the supporting documents attached, which makes it hard to prove what was approved.

If you would like a provider to review your resolutions or your minute book, you can send a request through the contact form.