Company Records: What to Keep and for How Long

Company records retention in Mauritius is not governed by one single rule. Several statutes touch it: the Companies Act 2001, the Income Tax Act, employment legislation and the anti-money laundering framework. Each one cares about a different category of document, and each one has its own idea of how long that document must stay available.

This page sorts the records a company normally holds into families, explains what the law says about each and shows how to build a file that survives a review. It gives general information. The exact period for a given record can depend on the company's situation and on the text in force, so confirm it with an adviser before you destroy anything.

Why records matter more than most owners expect

A Mauritian company is judged on what it can show. When the Registrar of Companies, the Mauritius Revenue Authority (MRA) or a bank asks a question, the answer is a document: a resolution, a ledger, a contract, a payslip. If the document cannot be produced, the transaction is often treated as if it were not properly supported.

Records also protect the individuals behind the company. A director who can point to dated minutes and supporting papers is in a far better position than one who relies on memory. For the wider picture of what a director answers for, see directors' duties under Mauritian company law.

The main families of records

The table below groups the records most companies hold. It states the logic of each family rather than a universal period, because the periods differ by statute and by situation.

If a record fits two rows, apply the longer period. The cost of storing a file is small compared with the cost of being unable to produce it.

Corporate records: minutes, resolutions and registers

Corporate records are the foundation of the file and the ones with the least tolerance for gaps.

Minutes and resolutions

Board decisions and shareholder decisions should be written down, dated and signed. A board that meets informally and records nothing leaves the company unable to prove who authorised what. The practical method is covered in how to write board minutes step by step, and the different forms of decision are explained in board and written resolutions.

A written resolution is a document in its own right. Keep the signed text and, where relevant, the supporting papers the directors relied on.

Statutory registers

The company keeps its registers up to date and available. These include the registers of members, directors and charges, among others; the full list is in statutory registers a Mauritian company must keep.

One register deserves a separate mention. Every Mauritian company must identify its beneficial owner at all times and, where relevant, any nominee, and record them in a separate register under section 91(3A) of the Companies Act 2001. The entry covers the full name and residential address, the national identity or passport number, the nationality and the holding structure that identifies the ultimate beneficial owner. The Registrar of Companies keeps its own Beneficial Ownership Register, which the Companies Act does not describe as public. See the beneficial ownership register in Mauritius for the mechanics.

Changes that must be notified

Records and filings travel together. A change of director or company secretary, or a change in their details, must be notified to the Registrar within 28 days. Failure is an offence for each director and for the secretary, with a maximum fine of Rs 200 000 (Companies Act, section 142). The internal register and the public filing should therefore always tell the same story.

Accounting records and financial statements

A company keeps proper accounting records: the day-to-day books and the documents that support them. These are what allow the financial statements to be prepared and, if needed, checked by an auditor or by the MRA. The detailed duties are in bookkeeping requirements for a Mauritius company.

What to keep

• Sales invoices and purchase invoices, with credit notes
• Bank statements and reconciliations
• Ledgers, journals and trial balances
• Fixed asset records and supporting purchase documents
• Payment vouchers and expense claims
• Signed annual financial statements and any auditor's report

Filing deadlines that shape the file

Outside small private companies, financial statements are filed with the Registrar within 28 days, or another period the Registrar sets, after they are signed (Companies Act, section 215). A small private company files a financial summary or its financial statements with its annual return, and may prepare them on a cash basis, with a profit and loss account only, where its turnover is below Rs 100 million (section 211).

An annual return is filed once a year within 28 days of the date of the annual meeting. A company does not file one in the calendar year of its incorporation (section 223). A small private company does not have to file an annual return unless its shareholding, board or other particulars have changed (section 223(1B)).

A lighter filing obligation does not mean lighter records. The simplified filing exists at the Registrar's end; the books behind it should still be complete. For preparation, see preparing annual financial statements in Mauritius.

Small private company status

A small private company is a private company whose turnover in the previous financial year is below Rs 100 million (the threshold was raised from Rs 50 million by the Finance (Miscellaneous Provisions) Act 2022). It must not hold a Global Business Licence and must not be a First Schedule entity under the Financial Reporting Act. A newly incorporated private company counts as a small private company for its first financial year (Companies Act, section 2(5) to (7)). Annual registration fees at the Registrar are also tied to turnover, so the company should be able to support the turnover figure it declares. Where a turnover summary has not been filed or is not yet due, the fees must be accompanied by a directors' declaration that turnover did not exceed Rs 30 million.

Tax records

Tax records are the documents behind the corporate income tax return and the correspondence that follows it. Residence matters here. A company is tax resident in Mauritius if it is incorporated there or if its central management and control is there (Income Tax Act, section 73). A company incorporated in Mauritius but centrally managed and controlled abroad is treated as non-resident (section 73A) but must still file a return under section 116.

For the file, this means keeping the evidence of where decisions are really taken: dated board minutes, travel and meeting records where relevant, and the identity of the people who exercise control. This is the evidence an MRA reviewer will look for. Preparing for that review is covered in preparing for an MRA tax review.

Contracts and commercial documents

Contracts are the least regulated family and the one where owners most often lose documents. There is no need for a complicated system, only consistency.

• Keep the signed version, not the last draft.
• Keep amendments, side letters and termination notices with the original.
• Keep board approval for any significant contract, linked to the contract file.
• Keep loan and security documents with the register of charges entry they relate to.

Because claims arise from contracts, the safe period for retention is the life of the agreement plus the time during which a dispute could still be raised. Ask an adviser to confirm the period for contracts of a particular type.

Payroll and employment records

Employers hold some of the most sensitive records. Each employee file typically contains the contract, identity documents, payslips, leave records and the contribution and tax figures for each pay period.

For the content of payslips see what a payslip must contain, and for the wider routine see payroll in Mauritius. Payroll tax, CSG and NSF figures are submitted through returns; keep a copy of each return and the working that supports it, so that a figure can be traced from the payslip to the filing.

AML/CFT and know-your-client files

Companies that act as service providers or belong to a supervised profession have additional duties. The Financial Intelligence and Anti-Money Laundering Act (FIAMLA) lists, among others, company service providers (with the Registrar of Companies as regulatory body), accountants, law firms, lawyers, notaries and estate agents, casinos and dealers in jewellery and precious metals. If your business is in that list, client identification files, risk assessments and internal reports form a separate record family.

Even a company outside those professions may be asked by its bank to produce ownership evidence. A clean KYC file for corporate clients is useful in both situations. The wider framework is explained in AML/CFT compliance for Mauritian companies.

Authorised Companies and records held by an agent

An Authorised Company must have a Mauritian registered agent, which is a FSC-licensed corporate service provider (Management Licence). Under section 71A(8) of the Financial Services Act, the registered agent's tasks include filing required returns and documents, relaying communications with the Financial Services Commission, the MRA and the Registrar, carrying out AML/CFT measures and keeping records such as minutes, resolutions and transaction documents.

This does not remove the company's own interest in its records. Agree in writing which records the agent holds, in what form, and how the company obtains copies on request.

Building a file that holds up

A structure that is simple enough to be maintained is better than a perfect one that is abandoned.

A practical checklist

• Signed constitution and incorporation documents are on file
• Minutes and resolutions are signed, dated and filed in order
• Statutory registers match the latest notifications to the Registrar
• The beneficial ownership register is current
• Ledgers, invoices and bank statements are complete for each period
• Signed financial statements and any auditor's report are archived
• Tax returns and MRA correspondence are kept together
• Contracts are stored with their amendments
• Payroll files and returns can be traced from payslip to filing
• A second copy exists in a separate location

Many of these tasks sit naturally in the company's yearly rhythm; see the compliance calendar for a Mauritian company to place them.

Paper, digital and where records are kept

Electronic records are common and generally acceptable in practice, provided they are legible, complete and can be produced when requested. The risk is rarely the format; it is access. Make sure at least two people can reach the archive, that a departing adviser or employee does not take the only copy, and that backups are tested.

Where records are held abroad, for example by a director who manages the company from another country, keep the Mauritius file complete and accessible. Do not assume that a copy on a personal device is a company record that can be found.

When records are missing

If a document has been lost, do not recreate it with a false date. Record the gap, obtain a copy from the counterparty, the bank or the authority where possible, and prepare a dated note of what was done. A transparent reconstruction is far more defensible than a backdated paper.

If a lapse involves a filing deadline or an offence, take advice quickly. The consequences are summarised in penalties for non-compliance in Mauritius. If you want an adviser to review your file, you can send a request through the form on the contact page.