A Holding Company's Year: From Board Pack to Tax Return

Holding company annual compliance in Mauritius is less about any single filing than about the order in which things happen. The board approves the numbers, the shareholders meet, the annual return follows the meeting, and the tax return rests on the same accounts. This page follows one imaginary holding company through a full year to show how those pieces connect.

The company in our case owns shares in several subsidiaries, receives dividends and occasionally lends to group members. It has two directors, one of whom is resident in Mauritius, and it uses an FSC-licensed corporate service provider (Management Licence) for administration. The details of your own group will differ, so treat the sequence as a model, not as advice.

The case in brief

Our holding company is a private company. Its subsidiaries operate in different countries, and the parent produces accounts that cover the group. Three questions shape its year:

• Which status does it have (small private company, other private company, Global Business or Authorised Company)? The status drives filing duties and fees.
• Is the group large enough for its accounts to require an audit, or is an exemption available? See audit exemption.
• Does the group fall within international minimum-tax rules? That depends on consolidated turnover, covered below.

The year at a glance

The order matters because each step feeds the next. An annual return, for example, is tied to the date of the annual meeting, which in turn cannot happen sensibly before the accounts are ready.

Step 1: closing the books and building the board pack

A holding company's own ledger is usually short: dividends received, investment movements, loans to subsidiaries, a few professional fees. The effort lies in collecting reliable information from each subsidiary on time and in agreeing intercompany balances before anyone signs.

A practical board pack for a holding company normally contains:

• the draft accounts of the parent and, where prepared, the consolidated accounts;
• a schedule of investments with any impairment indicators;
• a summary of intercompany loans and dividends declared or received;
• the register updates proposed since the last meeting;
• compliance items such as filing status and AML/CFT matters.

Group reporting often follows IFRS or, for qualifying private companies, a simplified framework; see IFRS for SMEs for Mauritian private companies and preparing annual financial statements. Whether consolidated accounts are legally required, and under which framework, depends on the group structure and the company's status. That point deserves a conversation with your adviser before the year starts, not after year end.

Step 2: board meetings and minutes

A holding company with a light activity still needs a documented decision trail. Typical board agenda items across the year are:

1. approval of the accounts and the audit engagement;
2. declaration of any dividend, after the directors have applied the solvency test;
3. approval of intercompany loans or guarantees to subsidiaries;
4. review of the registers and beneficial ownership information;
5. review of the AML/CFT position, where the company is itself in scope.

Minutes should record who attended, what was decided and why. The mechanics are covered in board meetings of a Mauritian company, and writing them up is the subject of how to write board minutes. Where directors sit in different countries, a video meeting is usually workable, but the company still needs its resident director arrangement in place; see resident director in Mauritius.

Companies other than a small private company or an Authorised Company must also have a company secretary: a natural person, of full age, ordinarily resident in Mauritius. The post cannot stay vacant for more than 3 months (Companies Act s. 163). Every company must keep a registered office in Mauritius, which is also its address for service of legal documents (s. 187-188).

Step 3: accounts and audit

For a holding company the audit question is rarely about the parent alone. Auditors look at the carrying value of investments, the recoverability of loans to subsidiaries and the consolidation process. Preparing support for each of those before the fieldwork starts shortens the engagement.

Points to settle early:

• Is an audit required? It depends on status and size. See audit exemption.
• Who audits the subsidiaries? If component auditors are used abroad, the group auditor needs timely access to their work.
• What is the deadline for filing? Outside small private companies, the accounts are filed with the Registrar within 28 days (or another period set by the Registrar) after they are signed. A small private company files, with its annual return, a financial summary (Ninth Schedule) or its financial statements, and below Rs 100 million of turnover may prepare it on a cash basis (profit and loss only) (Companies Act s. 215, 211).
• Authorised Company? It files a financial summary in the Ninth Schedule format with the FSC each year, no later than 6 months after the end of its financial year (art. 71A(10) FSA).

The audit steps themselves are set out in the audit process step by step.

Step 4: the annual meeting and the annual return

Once the accounts are approved, shareholders meet. For a wholly owned holding this may be a short formality, but it still fixes the date from which the annual return clock runs.

Every company files an annual return once a year, within 28 days after the date of its annual meeting, signed by a director or the secretary. No annual return is filed during the calendar year of incorporation (Companies Act s. 223).

Several variations are worth knowing:

• A small private company need not file an annual return unless there is a change in its shareholding, board composition or other information (s. 223(1B), as amended by the Finance (Miscellaneous Provisions) Act 2022, with a threshold of Rs 100 million).
• If nothing has changed since the last annual return, the company can file a "No Change Return" (Form F26) certified by a director or the secretary. The annual return (Form F24) is required after a structural change or, according to the CBRD, if turnover exceeds Rs 100 million.

Filings and payments go through CBRIS, the secure web application of the Companies and Businesses Registration Integrated System, used for incorporation, statutory forms and annual fees. Audit firms, FSC-licensed corporate service providers (Management Licence holders)' successors in the licensing sense, company service providers, law firms, registered agents and companies with turnover of at least Rs 100 million must use the online service for filings and payments (Companies Regulations, GN 3 of 2016, para. 5(1)-(2)).

Annual fees for 2026

The Registrar's 2026 annual fees depend on status and turnover. The figures below are the 2026 scale, the first with the higher amounts.

The 2026 amounts for the larger categories are twice those of 2025 (Rs 9 000 and Rs 13 500). A small private company is charged according to the turnover recorded at the CBRD; if its financial summary is not filed or not yet due, the fee must come with a directors' declaration that turnover has not exceeded Rs 30 million.

Step 5: registers and beneficial ownership

A holding company changes its registers more often than it expects: new subsidiaries, share transfers within the group, a restructured loan. Keep the registers current as events occur, not at year end; see statutory registers.

Beneficial ownership deserves particular care in a group, because ownership chains can run through several layers. Under Companies Act s. 91, every company must identify its beneficial owner at all times and keep a separate register showing:

• full name and residential address;
• national identity card or passport number;
• nationality;
• the ownership structure that leads to the ultimate beneficial owner.

The information is filed through CBRIS on incorporation, with the annual return, and on any transfer or issue of shares. The company must make sure that the information is accurate, up to date and available to the competent authorities without delay on request. The Registrar keeps a Beneficial Ownership Register accessible to competent authorities; the Companies Act does not describe it as public.

For the definition, see who counts as a beneficial owner and the beneficial ownership register. Note that the former section 91 definition referred to 25% of voting rights; the current wording refers to a prescribed percentage, so check the present text rather than relying on older material.

A company can be struck off the register for, among other reasons, failing to file its annual return or to meet the beneficial ownership filing requirements (s. 309(1)). The consequences of lapses are discussed in penalties for non-compliance.

Step 6: tax return and payments

The tax position of a holding company is usually simple on the income side but needs attention on the group side.

• Rate. The standard corporate rate is 15% of chargeable income (First Schedule, Part IV of the Income Tax Act), for income years beginning on or after 1 July 2010.
• Dividends. Dividends paid by a Mauritian-resident company are exempt from income tax in the hands of the recipient (Second Schedule, Part II, Sub-part B, item 1), with no withholding tax provided for them. A dividend you pay still requires a solvency test; see paying a dividend.
• Losses. Tax losses may generally be carried forward over the five following income years, with a restriction where shareholding changes by more than 50%. Certain losses, such as capital allowances, deep ocean water projects and R&D, can be carried forward without limit.
• Alternative Minimum Tax. Under section 44A, if a company's normal tax is below 10% of its adjusted book profit, the tax due equals 10% of that profit. It applies from the income year beginning on 1 July 2026.
• CCR Levy. Since the Finance Act 2026, companies in the APS system pay the CCR Levy in three instalments of 25% with their APS returns, with the balance on the annual return. Other companies pay it with the annual return (effective 13 August 2026).
• Minimum-tax rules for large groups. The QDMT tax (Sub-part AF) applies to members of a multinational group whose consolidated annual turnover reaches EUR 750 million in at least 2 of the 4 preceding years, for tax years beginning on 1 July 2025 onward. A late QDMT payment attracts a penalty of 2.5% of the unpaid amount (reduced by 5% by the Finance Act 2026) and interest of 0.25% per month.

How to file is covered in corporate income tax return filing, the advance payment system and filing with the MRA online. The MRA publishes the Income Tax Act as consolidated up to the Finance Act 2026, which is the reference for 2026-27 rates and thresholds.

Step 7: AML/CFT around the holding company

A holding company is not itself a typical reporting person, but its service providers are. The Company Service Provider is among the professions covered by the FIAMLA, with the Registrar of Companies as regulatory body. The Act also covers accountants, law firms, notaries and estate agents, among others. Part IV of the FIAMLA was amended by Act No. 3 of 2026 with effect from 18 April 2026, including suspicious-transaction reporting and risk assessment.

Expect your provider and auditor to ask for ownership charts, identification of directors and beneficial owners, and an explanation of the group's funding. A reporting person or auditor must report a suspicious transaction to the FIU as soon as aware of it, and no later than 5 working days after the suspicion arises (FIAMLA s. 14, consolidated text 2026). Answering those requests promptly is part of the annual routine; see AML/CFT compliance.

Twelve-month overview

Year-end checklist for the holding company

• Confirm the company's status and the fee category for the year
• Collect subsidiary reporting packs and agree intercompany balances
• Draft the parent accounts and, if required, the consolidation
• Confirm whether an audit or exemption applies
• Hold the board meeting, apply the solvency test and minute the decisions
• Hold the annual meeting and record the date
• File the annual return (or No Change Return) within the deadline after the meeting
• Update the share, director and beneficial ownership registers
• File accounts or the financial summary where required
• Submit the tax return and settle any advance payments and levies
• Check that the secretary and registered office details are current