On this page
- What a statutory audit is, and why the category of company matters
- Who must have accounts audited
- A quick way to place your company
- The lighter regime for small private companies, and what it does not change
- When things are due
- What the auditor does
- Documents to have ready for the auditor
- Consequences of not meeting the requirements
- Anti-money laundering and the audit
- Practical planning points
- FAQ
If you run a company in Mauritius, one of the first practical questions after incorporation is whether its accounts must be audited. The honest answer is that it depends. The audit requirements in Mauritius turn on the category of company, whether it holds a licence from the Financial Services Commission (FSC), and whether it qualifies as a small private company under the Companies Act 2001.
This page maps the statutory audit in Mauritius from the reader's side: who is caught, who is treated differently, when documents are due, and what an auditor is actually asked to do. It is general information, not advice. Where the answer depends on your facts, you will need an adviser to analyse them.
What a statutory audit is, and why the category of company matters
A statutory audit is an independent examination of a company's financial statements by an external auditor, carried out because a law or a licence condition requires it. It is different from a voluntary audit that a lender, an investor or the shareholders themselves ask for.
In Mauritius there is no single rule that applies to every company. Three layers interact:
- the Companies Act 2001, which sets the general framework for accounts, annual returns and filings with the Registrar of Companies;
- the Financial Services Act 2007 (FSA), which adds obligations for companies licensed by the FSC, in particular Global Business companies;
- the Financial Reporting Act, which identifies certain entities, listed in its First Schedule, that are held to a higher standard of reporting.
Most of the difficulty comes from working out which of these layers applies to your company. The sections below take the main categories in turn.
Who must have accounts audited
Holders of a Global Business Licence
For a company holding a Global Business Licence (a GBC), the position is explicit. Under section 71(3)(b)(iii) and (iv) of the FSA, the company must keep its accounting records at its registered office in Mauritius, and must have its statutory financial statements prepared and audited in Mauritius. The audit is therefore a licence-level obligation, not an option that can be waived by the shareholders.
In practice, this means a GBC needs to appoint an auditor established in Mauritius early in its life, and to plan its accounting timetable around the audit rather than treating the audit as an afterthought. The FSC also expects audited accounts to reach it; the filing route is covered in the guide to filing audited accounts with the Financial Services Commission.
Companies that are not small private companies
Outside the small private company category, the Companies Act treats a company as a full reporting entity. It must sign its financial statements and file them with the Registrar within the period the Act sets, which is 28 days after signature, or any other period the Registrar fixes (sections 215 and 211). Whether an audit is mandatory for a given company in this group depends on the company's constitution, its public or private status, and the other statutes that apply to it. Public companies and entities within the First Schedule of the Financial Reporting Act should expect to be audited. For a private company with turnover above the small private company threshold, treat an audit as the working assumption until an adviser has confirmed otherwise.
Small private companies
A small private company is a private company that satisfies three conditions together:
- its turnover for the previous financial year was below Rs 100 million (the threshold was raised from Rs 50 million by the Finance (Miscellaneous Provisions) Act 2022);
- it does not hold a Global Business Licence;
- it is not an entity listed in the First Schedule of the Financial Reporting Act.
A private company that has just been incorporated counts as a small private company for its first financial year (Companies Act, section 2(5) to (7)).
Small private companies benefit from a lighter regime, described in the next section. The key point is that a lighter filing regime is not automatically the same thing as an audit exemption. The two questions need to be answered separately, and the page on audit exemption looks at that question in more detail.
Dormant companies, one-person companies and others
A dormant company, a one person company and a company limited by guarantee each raise their own points:
- A dormant company registered as such with the Registrar pays a specific annual fee, and still has filing duties. Its position is covered in the page on keeping a dormant company compliant.
- A one person company is a private company whose sole shareholder is also its sole director (this does not cover the case where the sole shareholder is itself a company). It will often also be a small private company, but only if the other conditions are met.
- A company limited by guarantee has members who each undertake to contribute a stated amount if the company is wound up. Its audit position follows its constitution and the statutes that apply to it.
For all of these, classification comes first, and the audit position follows from it.
A quick way to place your company
The tree below is a screening aid only. It does not replace the analysis of a qualified adviser, who will look at the licence, the constitution and any contractual audit requirement.
Does the company hold a Global Business Licence?
Is it a private company with previous-year turnover below Rs 100 million, outside the First Schedule of the Financial Reporting Act?
The lighter regime for small private companies, and what it does not change
The Companies Act gives small private companies several simplifications:
- they do not need to appoint a company secretary, unlike other companies (apart from Authorised Companies, which are also excluded from the secretary rule);
- they do not file an annual return unless something changes in their shareholding, the composition of the board or other recorded information (section 223(1B));
- they file a financial summary (Ninth Schedule) or their financial statements together with the annual return;
- below the Rs 100 million turnover threshold, the summary may be prepared on a cash basis, covering the profit and loss only.
These are reliefs on filing and presentation. They do not remove the need to keep proper accounting records, to identify and record the beneficial owner, or to meet licence conditions if any apply. If you want the full picture of how this category works day to day, read compliance for a small private company with one director.
Why turnover matters twice
The turnover figure is used for two things at once: whether the company is small for Companies Act purposes, and which annual fee band applies to it. The fee for a small private company is based on the turnover recorded at the Corporate and Business Registration Department (CBRD). If the financial summary has not been filed, or is not yet due, the payment must be accompanied by a declaration by the directors that turnover has not exceeded Rs 30 million.
The table below shows the 2026 annual fee bands that are tied to turnover and company type. The 2026 amounts are double those of 2025 for the larger categories, so older material you may find online can be out of date.
| Company type (2026) | Annual fee | Fee after the due date |
|---|---|---|
| Small private company, turnover up to Rs 30 million | Rs 500 | Rs 750 |
| Small private company, turnover between Rs 30 and 100 million | Rs 2 500 | Rs 3 750 |
| Dormant company registered as such by the Registrar | Rs 2 500 | Rs 3 750 |
| Private company, turnover above Rs 100 million (including a Global Business Licence holder) | Rs 18 000 | Rs 27 000 |
| Public company or foreign company | Rs 27 000 | Rs 40 500 |
| Authorised Company | USD 130 | USD 200 |
For comparison, the 2025 scale for a private company with turnover above Rs 100 million was Rs 9 000, and for a public or foreign company Rs 13 500. The fee tiers also show why a company that crosses the Rs 100 million line moves into a different compliance bracket, with higher fees and a heavier reporting load.
When things are due
Timing is where many first-year companies slip. The statutory deadlines are tied to events (signature of accounts, the annual meeting) rather than to a single date in the calendar, which makes them easy to lose track of.
| Event | What the Companies Act requires | Applies to |
|---|---|---|
| Financial statements signed | File them with the Registrar within 28 days of signature, or any other period the Registrar fixes | Companies other than small private companies |
| Annual meeting held | File the annual return within 28 days after the date of the annual meeting, signed by a director or the secretary | All companies, except in the calendar year of incorporation |
| Nothing has changed since the last return | A No Change Return (form F26) may be filed, certified by a director or the secretary | Companies with no structural change |
| Structural change, or turnover above Rs 100 million according to the CBRD | An annual return (form F24) is required | As described |
| Change of director or secretary, or of their details | Notify the Registrar within 28 days | All companies |
A company does not file an annual return in the calendar year in which it is incorporated. A small private company files a financial summary or its financial statements together with its annual return.
Because the annual return depends on the date of the annual meeting, and the filing of accounts depends on the date of signature, the audit has to be finished before either of them can happen. In practice, that means the auditor's work sits upstream of nearly every filing. A planning view of the year is set out in the compliance calendar.
Where filings are made
Filings and fee payments run through CBRIS, the Companies and Businesses Registration Integrated System, a secure web application of the CBRD. It handles business registration, incorporation, the filing of statutory forms and the payment of annual fees. Online filing is compulsory for audit firms, FSC-licensed corporate service providers (Management Licence), law firms, registered agents and companies with high turnover, in line with the Companies Regulations (GN 3 of 2016, paragraph 5(1) and (2)).
For GBCs, the FSC separately collects its annual fees through its FSC One platform. For the 2026-27 renewal cycle the FSC moved the payment deadline to 30 September 2026. Fees can be paid through the platform, by direct debit or from the deposit account of an FSC-licensed corporate service provider (Management Licence).
What the auditor does
The auditor is an independent professional appointed to give the shareholders and the regulators an opinion on whether the financial statements give a true and fair view and have been prepared under the applicable framework. The work is not bookkeeping, and the auditor does not prepare the accounts for the company.
A typical engagement runs through these stages:
- Appointment
The company appoints an auditor and agrees the scope, the reporting framework and the timetable.
- Planning and risk assessment
The auditor studies the business, identifies the areas where misstatement is most likely and sets the approach.
- Testing
Transactions, balances and controls are tested against records, contracts, bank confirmations and other evidence.
- Review and representations
The auditor discusses findings with the directors and obtains their written representations.
- Opinion
The auditor signs a report on the financial statements, which the directors then sign and file.
Several features of the role are worth understanding before the first engagement.
Independence. The auditor must not be in a position where their judgement could be compromised, for example by preparing the figures they are then asked to audit. A company that uses the same firm for bookkeeping and audit should ask how that firm manages the overlap.
Access. The auditor is entitled to see the accounting records and to ask the directors for explanations. Poor records slow the audit down and increase its cost. The cost side is examined in what an audit costs for a small Mauritius company.
Responsibility stays with the directors. The directors are responsible for preparing the financial statements and for keeping adequate records. An audit does not transfer that responsibility to the auditor. The obligations of the board are described in the page on directors' duties in the wider site.
Findings beyond the opinion. The auditor may raise weaknesses in internal control in a management letter. These are not filed publicly, but they are useful to the board and often feed into the following year's work.
The full sequence, including the information a company should have ready, is described in the audit process step by step, and the appointment decision is covered in choosing and appointing an auditor.
Documents to have ready for the auditor
A well-prepared company shortens the audit and reduces queries. The following checklist is a practical starting point, not an exhaustive list.
- Signed trial balance and general ledger for the full financial year
- Bank statements and bank confirmations for every account
- Sales and purchase invoices, with supporting contracts for material items
- Fixed asset register and supporting purchase documents
- Payroll records and statutory returns, where the company has employees
- Minutes of board and shareholder meetings and the written resolutions passed
- The share register and the beneficial ownership register
- Loan agreements, intercompany balances and related-party schedules
- Prior-year financial statements and any prior-year audit adjustments
The register of beneficial owners deserves a note. Every Mauritian company must identify its beneficial owner at all times and record the details in a separate register: full name and residential address, national identity or passport number, nationality, and the ownership structure that leads to the ultimate beneficial owner (Companies Act 2001, section 91(3A)). Since the Finance Act 2025, that identification must include a written declaration from the beneficial owner. Companies incorporated before it came into force had to comply by 30 June 2026. The beneficial owner must also tell the company about any change of status. An auditor reviewing related-party and ownership disclosures will expect this register to be coherent with the financial statements.
Consequences of not meeting the requirements
Failing to file on time carries both direct and indirect consequences. On the direct side, late payment of annual fees attracts the higher after-due-date amounts shown above, and a failure to notify a change of director or secretary within 28 days is an offence under section 142 of the Companies Act, for which each director and the secretary can face a fine of up to Rs 200 000.
On the indirect side, the Registrar can remove a company from the register under section 309(1) of the Companies Act in several situations, including where the company has ceased business with no reason to continue, has not paid its registration fees, has not filed its annual return (section 223(2)), is in liquidation without a liquidator, or has not complied with the beneficial ownership filing requirements. A removal is not simply a paperwork problem: it affects the company's ability to trade, hold assets and operate bank accounts. The wider picture is set out in penalties for non-compliance in Mauritius.
For a GBC, licence conditions add a further layer. The FSC can act on licence breaches, and the audit and accounting location requirement is among the conditions a licensed company is expected to meet.
Anti-money laundering and the audit
Audit firms and accountants are themselves subject to anti-money laundering rules. The Financial Intelligence and Anti-Money Laundering Act (FIAMLA) covers professional accountants, law firms, notaries and other designated professions, as well as corporate service providers. That has a practical effect on you as a client: expect the auditor to ask for identification documents, to ask about ownership and control, and in some cases about the source of funds. These requests are a legal obligation on the firm, not a sign of suspicion about your company.
If you act through a registered agent, remember what that agent is responsible for. For an Authorised Company, the registered agent handles, among other things, the filing of returns and documents required under the FSA, the Income Tax Act or the Companies Act, the transmission of communications with the FSC, the Mauritius Revenue Authority (MRA) and the Registrar, AML/CFT measures and the keeping of records (FSA, section 71A(8)). The wider topic is covered in AML/CFT compliance for Mauritian companies.
Practical planning points
A few habits make the audit cycle smoother, whatever category your company falls into.
- Classify first. Decide whether the company is a GBC, a small private company, an Authorised Company or something else, and write the answer down with the date. Re-check it every year, because turnover can move a company out of the small category.
- Fix the year-end and work backwards. The signature of the accounts triggers the filing period, so the audit date should be set with the filing deadline in view.
- Keep records where the law expects them. For a GBC this means the registered office in Mauritius.
- Agree the scope in writing. An engagement letter should say what framework the accounts follow, who signs, and what is expected from the directors.
- Do not mix up roles. The person who keeps the books should not be the person who audits them.
- Budget for fees early. Audit fees depend on size, complexity and the quality of records, and cannot be estimated without scoping the engagement.
If you would like help working out which category your company falls into, you can send a request through the contact form, which is relayed to an FSC-licensed corporate service provider (Management Licence).
FAQ
Does every company in Mauritius need an audit?
No, but the answer is not a simple yes or no. A Global Business Licence holder must have its statutory financial statements prepared and audited in Mauritius. For other companies, the position depends on the company's category, constitution and the statutes that apply to it. Small private companies have a lighter filing regime, but whether an audit is also dispensed with has to be checked separately for the company in question.
What is the difference between a statutory audit and a voluntary audit?
A statutory audit is required by law or by a licence condition. A voluntary audit is commissioned because a bank, an investor, a buyer or the shareholders want independent assurance. The work may be similar, but only the statutory audit is a legal obligation, and only it has the filing consequences described above.
Who counts as a small private company?
A private company whose turnover in the previous financial year was below Rs 100 million, which holds no Global Business Licence and is not a First Schedule entity under the Financial Reporting Act. A newly incorporated private company is treated as a small private company for its first financial year.
How long does a company have to file its accounts?
A company that is not a small private company must file its financial statements with the Registrar within 28 days of their signature, or within any other period the Registrar sets. A small private company files a financial summary or its financial statements together with its annual return, which is due within 28 days after the annual meeting.
Can a GBC use an overseas auditor?
Under section 71(3)(b) of the FSA, a GBC must have its statutory financial statements prepared and audited in Mauritius, and must keep its accounting records at its registered office in Mauritius. That points to an auditor operating in Mauritius. Check the exact licence conditions with a qualified adviser before appointing anyone.
Do dormant companies need an audit?
A dormant company still has filing and fee obligations, and a dormant company registered as such by the Registrar pays a defined annual fee. Whether an audit is required depends on the same classification questions as for any other company. See the guide on dormant companies and ask an adviser to confirm the position for your structure.
What happens if we miss the annual return?
Late fees apply, and failing to file the annual return is one of the grounds on which the Registrar may remove a company from the register (Companies Act, section 309(1)). A company that has simply had no change can usually use the shorter No Change Return, so the first step is to find out which form applies.
Does the auditor check the beneficial ownership register?
The audit is not a compliance review of that register as such, but the auditor will usually ask about ownership and control, and will expect the information to be consistent with the accounts and the share register. The company remains responsible for keeping the register accurate and for filing the information through CBRIS when the law requires it.
Sources
- Companies Act 2001, updated version of 15 May 2026 — Corporate and Business Registration Department
- Fees payable to the Registrar of Companies — CBRD
- Payment of Registration Fees 2025 and Trade Fees — CBRD
- Statutory obligations — CBRD
- Customer Charter 2025 — CBRD
- Financial Services Act, amended as at 1 September 2026 — Financial Services Commission
- Circular letter on the 2026-27 annual fees — Financial Services Commission
- Financial Intelligence and Anti-Money Laundering Act, updated 2026 — Financial Intelligence Unit