Audit Exemption: Does Your Company Need an Audit?

Many founders ask the same question a few months after incorporation: is audit compulsory for a private company in Mauritius? There is no single yes or no. The answer follows from how your company is classified, whether it holds a licence, and which sector rules apply to it. This page helps you work through that classification in the right order.

It does not repeat the general picture of audit duties, which is covered in Audit requirements for Mauritian companies. Here the focus is narrower: the tests that decide whether your company sits in a lighter regime, and the practical consequences when it does.

Start with the category, not the audit

The Companies Act 2001 does not sort companies by size alone. It first asks what kind of company you have. A private company, a public company, a company holding a Global Business Licence and an Authorised Company are treated differently, and the filing duties that follow differ too.

For audit purposes the key label is small private company. It is the gateway to lighter reporting, so most of the analysis below is about whether your company qualifies and for how long.

What makes a company a small private company

Under section 2(5)–(7) of the Companies Act, a small private company is a private company that meets all of the following conditions:

• its turnover for the previous financial year is below Rs 100 million;
• it does not hold a Global Business Licence;
• it is not an entity listed in the First Schedule of the Financial Reporting Act.

A newly incorporated private company counts as a small private company for its first financial year. The turnover threshold was raised from Rs 50 million by the Finance (Miscellaneous Provisions) Act 2022, effective 2 August 2022. Older articles and templates that still quote the previous figure are out of date.

A quick way to test your position

The decision tree below follows the order a careful reader would apply. It is a screening aid, not a conclusion about your own company.

Two cautions apply. First, status is tested every year on the previous year's turnover, so a company can move in or out of the category. Second, the tree covers company law only. A bank facility, a shareholders' agreement or a sector regulator can impose an audit even where the Companies Act does not.

What small private company status changes

Status matters mainly because it lightens what the company files. The table sets the two regimes side by side, using only the rules found in the Companies Act and the Registrar's fee notices.

Read the table as a map of where to look, not as a statement that "small" means "unaudited". The Companies Act rules shown here concern filing and preparation. Whether an audit is also needed has to be confirmed against the audit provisions and any licence or contractual terms that apply to your company.

The fee scale depends on recorded turnover

The Registrar bases the small private company tariff on the turnover recorded at the Corporate and Business Registration Department (CBRD). If no financial summary has been filed, or it is not yet due, the fee must be accompanied by a directors' declaration confirming that turnover did not exceed Rs 30 million. A late payment raises the amounts: Rs 750 and Rs 3 750 respectively for the two small private company bands.

Situations that pull a company out of the light regime

Some situations are easy to miss because the company still looks small on paper.

• A Global Business Licence. A licence holder is excluded from small private company status whatever its turnover. The licence conditions, set by the Financial Services Commission, then govern accounts and audit.
• Turnover growth. Once turnover for the previous year reaches the threshold, the status is lost for the following year. Management accounts help you see this coming; see management accounts.
• Sector listing. An entity named in the First Schedule of the Financial Reporting Act is outside the category even if it is small in size.
• Lenders and investors. A bank or an investor may demand audited accounts as a contractual condition, independently of the statute.

A dormant company raises its own questions. Having no activity does not by itself remove filing duties, and the Registrar can strike off a company that has stopped trading or fails to meet its filing and fee obligations.

If you are not exempt: practical steps

When your company does need an audit, the work is mostly about timing and preparation rather than difficulty.

1. Confirm the reporting framework. Many private companies use IFRS for SMEs, but the right choice depends on the company.
2. Prepare the books and the financial statements; see preparing annual financial statements.
3. Select and appoint the auditor; see choosing and appointing an auditor.
4. Agree the timetable, scope and fee basis in advance; audit costs for a small company explains what drives the price.
5. File the financial statements within the period that applies to your company type.

For the order of these tasks across the year, use the compliance calendar and the annual compliance checklist.

Mistakes worth avoiding

• Treating small private company status as permanent. It is tested every year.
• Assuming that no annual return means no filing at all. The exception ends when shareholding or board details change.
• Forgetting the beneficial ownership information. Every Mauritian company must identify its beneficial owner at all times and record the details in a separate register, whatever its size.
• Relying on an old threshold. Material published before the 2022 amendment may quote the earlier Rs 50 million figure.
• Paying the wrong fee band. The tariff follows recorded turnover, so keep what the CBRD holds consistent with your accounts.