A Solo Consultant With One Company: Yearly Compliance Routine

Compliance for a consulting company in Mauritius is mostly a matter of rhythm. A single person who sells expertise through their own private company has few moving parts, but each part comes with a form, a record or a deadline. This case follows an imaginary consultant, called Alex here, who is the only shareholder and the only director, and who bills a handful of clients.

Alex's situation is a common one for anyone searching for freelancer company obligations in Mauritius: no employees at the start, one bank account, one registered office, and a routine that has to survive busy months of client work. The general framework is in corporate compliance in Mauritius; this page shows how it plays out for one person over a year.

This is general information, not advice. Several points below depend on turnover, residence and the company's exact status, and should be checked with an adviser.

Alex's starting position

Alex runs what the Companies Act 2001 calls a one person company: a private company whose sole shareholder is also its sole director. The application for such a company has to name the person who will act as secretary and call a meeting of heirs if the sole director dies. That detail matters in practice, because it means the company has a succession mechanism written into its file from day one.

Three consequences follow for a one director consultancy in Mauritius:

• Alex alone signs decisions, so the paper trail has to show that decisions were actually taken and recorded.
• A domestic company needs at least one resident director and one shareholder. If Alex lives outside Mauritius, the resident-director question comes first; see resident director in Mauritius and resident director requirements.
• The company must always have a registered office in Mauritius, which is the address for service of legal documents. Its name and the words "Registered Office" must be displayed outside.

The creation of the company and the cases where a non-resident structure fits are covered elsewhere and are not repeated here.

The year at a glance

The table below gives the routine in the order Alex meets it. Dates depend on the company's financial year, so the timing column uses events rather than calendar dates. For a printable version, see the annual compliance checklist and the broader compliance calendar.

Throughout the year: records first

Most trouble in small companies starts with missing paper rather than missing money. Alex keeps three families of records.

Accounting records. Invoices issued to clients, supplier invoices, bank statements and expense receipts. The rules are set out in bookkeeping requirements. A monthly habit of reconciling the bank account is far cheaper than rebuilding a year at closing time.

Statutory registers. The share register and the register of directors are the basics; see statutory registers. The share register must be kept for at least seven years after the transaction concerned.

Beneficial ownership. Every Mauritian company must identify its beneficial owner at all times and record it in a separate register: full name and residential address, national identity or passport number, nationality, and the holding structure that leads to the ultimate beneficial owner. For Alex the answer is simple, since Alex owns all the shares, but the register still has to exist and be accurate. The company keeps a record of the steps taken to identify the beneficial owner, including a written declaration from that person, who must tell the company about any change. The register must be available to the competent authorities without delay when they ask. The details are in the beneficial ownership register guide and in who counts as a beneficial owner.

The Registrar of Companies keeps its own Beneficial Ownership Register. It is open to competent authorities and prescribed public authorities; the Companies Act does not describe it as a public register.

Notifying changes: the 28-day habit

Alex moves house, or appoints a second director, or replaces the person acting as secretary. Each of these must be notified to the Registrar within 28 days. If the company fails to notify, each director and the secretary commits an offence, with a maximum fine of Rs 200 000 under section 142 of the Companies Act.

A registered-office change follows its own rule: the notice takes effect on a date not earlier than 7 days after the notice is registered.

The simplest protection is a rule Alex sets once: any change in a person's details triggers a filing on the same day. Penalty mechanics for other defaults are described in penalties for non-compliance.

Governing alone: decisions that still need paper

A sole director does not hold a meeting with anyone, but the company still takes decisions that the law expects to be traceable: approving accounts, declaring a dividend, appointing an auditor if one is required, changing the registered office. Alex records each one in writing and dates it. The format for this is described in written resolutions and in directors' duties.

If Alex pays a dividend, the solvency test must be considered first, and the decision recorded. See paying a dividend. If Alex lends money to the company or borrows from it, the transaction should be documented and approved in the same way.

Closing the year: accounts, audit and annual return

Accounts

How much Alex must prepare depends on the company's status. A small private company files, together with its annual return, either a financial summary in the format of the Ninth Schedule of the Companies Act or its financial statements. Where turnover is under Rs 100 million, the summary may be prepared on a cash basis, with a profit and loss statement only. Other companies must file financial statements with the Registrar within 28 days of their being signed, or within another period set by the Registrar.

Whether the accounts need an audit is a separate question, answered in audit exemption. Alex should not assume that being small means being exempt; the answer depends on status and thresholds that the adviser should confirm.

Annual return

Every company files an annual return once a year, within 28 days after the date of its annual meeting. A director or the secretary signs it. No annual return is filed in the calendar year in which the company was incorporated. The filing is made through CBRIS, the secure web application of the Corporate and Business Registration Department, which is also used to file statutory forms and pay annual fees.

Certain professionals and very large companies must use the online service for their filings and payments: audit firms, FSC-licensed corporate service providers (Management Licence holders), company service providers, law firms, registered agents and companies with turnover of at least Rs 100 million.

Registration fee and the small company declaration

The fee for a small private company is based on the turnover recorded at the Registrar's office. If the financial summary has not been filed, or is not yet due, the fee must be accompanied by a directors' declaration that turnover has not exceeded Rs 30 million. Alex, as sole director, signs that declaration and should be sure the figure is true before doing so.

Tax: return, instalments and losses

A company incorporated in Mauritius is tax resident there, as is a company whose central management and control sit in Mauritius. The standard corporate rate is 15% of taxable income under the First Schedule, Part IV of the Income Tax Act. A Corporate Climate Responsibility Levy of 2% of chargeable income also applies to companies for the tax year beginning on 1 July 2024 and each year after. How these apply to a particular consultancy depends on its income and on any relief available, so Alex should have the computation reviewed.

The practical steps are covered in:

• corporate income tax return filing, which explains what is submitted after year end;
• the advance payment system, for tax paid in instalments during the year;
• filing with the MRA online, for the portal itself.

A consultant with a slow first year may record a tax loss. Company losses can be carried forward over the following five tax years, with a restriction if more than 50% of the shareholding changes. Some losses, such as capital allowances, can be carried forward without a time limit. See carrying forward a tax loss.

Value added tax is handled by a separate site and is not discussed here.

AML/CFT: what applies to Alex

Alex's consultancy is not, in itself, a reporting entity merely because it is a company. The anti-money laundering framework applies to listed professions, and a company service provider is one of them under the Financial Intelligence and Anti-Money Laundering Act (FIAMLA). In practice, Alex meets AML in two ways:

1. Through the corporate service provider or bank that acts for the company, which will ask for identification documents and for evidence of the source of funds. Answering promptly saves weeks.
2. Through the duty to keep the company's own beneficial ownership information accurate and ready for the authorities.

Part IV of FIAMLA was amended by Act No. 3 of 2026 with effect from 18 April 2026, including provisions on suspicious transaction reporting and risk assessment. If a provider files a suspicious transaction report about the company, it is an offence for anyone to tell a third party; the maximum penalty is a fine of Rs 5 million and imprisonment of up to 10 years. Alex should therefore never assume a delay or a refusal is "just administration" and should avoid speculating about it with outsiders. For the wider picture, read AML/CFT compliance.

Payroll: only when the first hire arrives

A solo consultant often starts without staff. The day Alex hires someone, a new set of monthly duties begins. Payroll in Mauritius explains the taxes and contributions and the returns that go with them. Until then, Alex should not pay themselves informally from the company account without a clear basis; the options for paying a director are discussed in director remuneration.

A budget map without invented numbers

Fees vary by provider, by the volume of transactions and by the company's status, so this page gives categories rather than amounts. A realistic compliance budget for Alex has these lines:

An adviser's quote should state which of these lines it covers. Ask what is outside it before signing. The guide on choosing a corporate services provider lists questions to put.

Do the routine yourself or hand it over?

Year-end checklist for a solo director

• Bank account reconciled and invoices filed
• Share register and director register up to date
• Beneficial ownership record accurate, with the owner's written declaration on file
• Any change of director, secretary or contact details notified within 28 days
• Accounts or financial summary prepared and approved in writing
• Audit position confirmed, exempt or not
• Annual return filed within 28 days after the annual meeting date
• Registration fee paid, with the turnover declaration if needed
• Income tax return filed and any instalments reconciled
• Records stored for the required period