Penalties for Non-Compliance in Mauritius

Most penalties for late filing of a Mauritius company follow a simple pattern: a statutory duty, a deadline, and a consequence if the deadline passes. Some consequences are automatic and financial, such as a higher annual fee. Others are criminal offences that a court decides. Knowing which is which tells you how urgent a missed filing really is.

This page covers the fines and charges that the official texts attach to common failures. It is general information, not advice. What applies to your company depends on its category, its licence and its facts, so confirm the position with an adviser before acting. The broader picture of duties is on the corporate compliance page.

How penalties arise in practice

Four kinds of consequence appear again and again for a company that misses a filing or a duty.

• A late-payment uplift. The annual fee payable to the Registrar of Companies, and to the Financial Services Commission (FSC) for certain entities, rises if it is paid after the due date.
• A criminal fine. Some provisions of the Companies Act 2001 make a failure an offence, with a maximum fine set by statute.
• A personal exposure. Where the law names "each director" and the secretary, the individuals carry the risk, not only the company.
• A knock-on effect. An unresolved default can complicate a later request, for example a tax clearance certificate, a bank review or a change of service provider.

The amounts below come from the official texts and fee schedules cited in the Sources section. Fee schedules change from year to year, so check the current notice before paying.

Late annual fees at the Registrar of Companies

Every registered entity pays an annual fee through the online registration system run by the Corporate and Business Registration Department (CBRD). The schedule for 2026 sets a higher amount for payment after the due date. Those 2026 amounts are double the 2025 ones.

For comparison, the 2025 schedule charged Rs 9 000 for a private company above Rs 100 million turnover and Rs 13 500 for a public or foreign company. A company that budgeted from last year's figures can therefore be caught short.

Turnover and the small private company band

The fee for a small private company rests on the turnover recorded at the CBRD. If the financial summary has not been filed, or is not yet due, the fee must be accompanied by a declaration from the directors confirming that turnover did not exceed Rs 30 million. A missing or inaccurate declaration is a filing problem in its own right, so treat it with the same care as the payment. Details on the category itself are in compliance for a small private company.

Dormant companies

A dormant company still owes its annual fee and its record-keeping. The reduced dormant rate applies only to a company registered as dormant by the Registrar. A company that has simply stopped trading but never made that registration is charged on its ordinary band. See keeping a dormant company compliant for the routine.

Authorised Companies: an escalating fee

The annual fee for an Authorised Company is the clearest example of a graduated penalty. Under the rules effective from 1 July 2026, the USD 1 400 annual fee changes with the delay:

An Authorised Company must also file a financial summary with the FSC every year, no later than 6 months after the end of its financial year, in the form of the Ninth Schedule to the Companies Act (or other documents specified by the FSC Rules). The registered agent of an Authorised Company is expected to handle filings required by the Financial Services Act, the Income Tax Act or the Companies Act, to pass on communications with the FSC, the Mauritius Revenue Authority (MRA) and the Registrar, to apply AML/CFT measures and to keep records such as minutes and resolutions. If you rely on an agent, confirm in writing who is responsible for each filing.

Changes to directors and the secretary

A change of director or secretary, whether an appointment, a resignation or a change of particulars, must be notified to the Registrar within 28 days (Companies Act 2001, s. 142). If the company fails to do so, each director and the secretary commits an offence punishable by a fine of up to Rs 200 000.

This is the provision most often overlooked, because nothing in the company's daily life reminds anyone of it. A resignation is signed, the board moves on, and the notice is never lodged. The register held by the Registrar then shows a person who has left, or omits one who has joined. The same care applies to the resident director of a company, whose appointment and departure must be reflected promptly.

Beneficial ownership failures

Every Mauritian company must at all times identify its beneficial owner and, where relevant, any nominee, and record them in a separate register (Companies Act 2001, s. 91(3A)). The register covers the full name and residential address, national identity or passport number, nationality and the holding structure that identifies the ultimate beneficial owner. The company must also keep a trace of its identification steps, including a written declaration from the beneficial owner, and the beneficial owner must tell the company of any change in status.

The information must be accurate, up to date and available without delay to the competent authorities on request. A company incorporated before these provisions took effect had to comply by 30 June 2026, so a gap that remains today is a long-standing default rather than a new one. The Registrar keeps a Beneficial Ownership Register that is open to competent authorities; the Companies Act does not describe it as public.

The sourced texts used for this page do not give a fine for this specific failure, so this page does not quote one. What matters is that the exposure exists and that the fix is to build the register now. The guides on the beneficial ownership register and on who counts as a beneficial owner explain how.

Other regimes with their own penalties

Anti-money laundering

A company service provider is a reporting person under FIAMLA, with the Registrar of Companies as its regulatory body. Customer due diligence records must be kept for at least 7 years after the end of the business relationship, transaction records for 7 years after the transaction, and copies of suspicious transaction reports for at least 7 years after filing (FIAMLA, s. 17F). Missing records are an enforcement risk for a provider and, indirectly, for the client who cannot produce documents when asked. See penalties for failing anti-money laundering duties for the AML side.

Personal data

If a company processes personal data, the Data Protection Act 2017 applies. An offence under it with no specific penalty attracts a fine of up to Rs 200 000 and imprisonment of up to 5 years (section 43). Transfers of personal data outside Mauritius are restricted by section 36, for example unless appropriate safeguards are shown to the Commissioner or the person gives informed explicit consent.

Record retention

The share register must be kept for at least 7 years after the transaction concerned, and the last directors of a company that ceases business must keep beneficial ownership information for at least 7 years. Retention is a duty in its own right, so discarding records early creates a fresh default. See company records.

Where the sourced texts are silent

Not every deadline has a published penalty scale in the sources used here. The MRA's FATCA page lists extension notices dated 28 July 2017, 30 July 2018, 28 April 2020 and 28 July 2021, but gives neither a penalty scale nor a current due date. For tax returns, payroll returns and similar filings, rely on the current notice from the MRA rather than on a figure remembered from a past year. The compliance calendar shows how the deadlines fit together over the year.

Fixing a missed filing early

The cheapest default is the one corrected before anyone asks. A sensible order of work is as follows.

• Confirm which filings are overdue and who signs them
• Pay annual fees through the online registration system, using the late rate if the date has passed
• Lodge any overdue notice of change of director or secretary
• Complete the beneficial ownership register with the written declaration on file
• Record the correction in the board minutes
• Add each deadline to the annual compliance checklist

Fees move upward over time, and some graduated schedules rise at fixed intervals, so a delay of weeks can matter. If the default is old or complex, ask a qualified adviser to assess it. You can send a request through the contact form.

Preventing repeat defaults

A single named person should own the calendar. Where the company uses a FSC-licensed corporate service provider (Management Licence), agree in writing which filings the provider handles and which stay with the board. The guide on how to choose a corporate services provider lists the questions to ask. For directors, the personal nature of the s. 142 offence is a reason to read the directors' duties page.