Resident Director Requirements in Mauritius

Resident director requirements in Mauritius depend on two questions: what type of company you run, and whether the person you appoint is genuinely resident on the facts. The law does not use a single definition for every purpose, so it helps to separate the number of resident directors a company needs from the way residence is tested.

This page covers eligibility and residence conditions. For the role itself, see the overview of the resident director in Mauritius; for plain-language definitions, see what "resident director" means.

How many resident directors does your company need?

The minimum depends on the category of company. The official domestic incorporation page and the Financial Services Act (FSA) draw these lines:

A GBC must be managed and controlled from Mauritius and carry out its core income-generating activities there. An Authorised Company is the opposite: its central management and control must be outside Mauritius, and it cannot carry on the activities listed in the Fourth Schedule of the FSA.

Whether your company falls into the first or the second category can turn on who owns it and where it trades. A Mauritian-resident company whose majority of shares or voting rights is held or controlled by a non-citizen, and which conducts or plans to conduct its business mainly outside Mauritius, must apply to the FSC for a Global Business Licence under section 71(1) of the FSA (banks licensed by the Bank of Mauritius are excluded). A similar company whose central management and control sit outside Mauritius must apply for Authorised Company status under section 71A(1).

The diagram is a simplification. Where a structure sits between categories, the answer depends on the facts and should be checked with an adviser before incorporation.

What "resident" means for an individual director

The Companies Act 2001 speaks of a director who is "resident" in Mauritius, but the Income Tax Act supplies the most detailed test of residence for an individual. Under section 73, an individual is resident in Mauritius if either:

• they are domiciled in Mauritius, unless their permanent home is outside Mauritius; or
• they have been present in Mauritius for 183 days or more in the income year, or for 270 days or more across the income year and the two preceding years taken together.

These are tax-law tests. They tell you how the Mauritius Revenue Authority (MRA) looks at a person; they are not a substitute for confirming how a given regulator or registry treats the director for the purpose of your company's licence or filing. When in doubt, ask the person responsible for your filings which test they apply.

Proving residence: the Tax Residence Certificate

A person who wishes to be certified as resident can apply to the Director-General of the MRA for a Tax Residence Certificate. It must be issued within 7 days of the application, provided the required return (section 112 or 116) has been filed and the service fee paid, under section 73(2)-(3) of the Income Tax Act.

According to the Income Tax Regulations 1996 (article 20A, consolidated to April 2026), the fee is MUR 1 000 for an individual, USD 1 000 for a Collective Investment Scheme and USD 200 in other cases. A certificate is evidence of tax residence; it does not by itself make someone eligible as a director.

Residence tests are about people, central control is about the company

Do not confuse the director's residence with the company's. A company is tax resident in Mauritius if it is incorporated there or if its central management and control are there (Income Tax Act, section 73(1)(b)). A company incorporated in Mauritius but centrally managed and controlled outside the country is treated as non-resident under section 73A, yet it must still file an income tax return under section 116.

Resident directors matter because they are one of the visible markers of where decisions are taken. For a GBC, the FSC examines, among other things, whether the company has at all times at least 2 directors resident in Mauritius with sufficient expertise to exercise independence of mind and judgement. The words "at all times" were added by Act 18 of 2025, in force on 9 August 2025. In practice, this means a vacancy or an unfilled seat is a compliance question, not only an administrative one.

Eligibility: who can be appointed

Residence is only part of eligibility. A director also needs to meet the conditions below.

• Not disqualified. Directors and the company secretary sign consents confirming that they are not disqualified. See director disqualification.
• Suitable for the role. Regulated and licensed entities are assessed on competence and integrity; see the fit and proper test.
• Able to act independently. For a GBC, the expertise and independence of the resident directors are examined, as noted above.
• Able to discharge statutory duties. Residence does not reduce the duties set out in the Companies Act 2001; see directors' duties.

A note on residence permits

A foreign national living in Mauritius under a residence permit should check the conditions of that permit before accepting a directorship. As one example, a retiree holding a residence permit may not carry on paid activity, but may invest in a business provided they are not employed by it and receive no salary or employment benefit (Immigration Act 2022, section 10(7), as amended by the Finance Act 2025). Whether a particular directorship, paid or unpaid, is compatible with a given permit depends on the permit type and the facts. It is a question for an immigration adviser, not something this page can settle.

What the incorporation file must show

The application to incorporate (Form F1) must be accompanied by documents about the directors. According to the Corporate and Business Registration Department guidelines of 4 April 2025, these include:

• the passport of each director, and a residence permit if the sole director is a foreigner;
• proof of address for the director;
• a certified copy of the constitution, if there is one;
• signed consents from directors and the secretary confirming they are not disqualified;
• signed consents from shareholders stating the number, class and amount paid on their shares.

A company that is required to have a resident director should therefore be able to show, from day one, why the person it names is resident.

Keeping the requirement met over time

The number of resident directors is a continuing condition, not a box ticked at incorporation. Three situations deserve attention.

A resident director leaves or stops being resident

If a director moves abroad for long enough to fail the residence tests, or resigns, the company may drop below its minimum. A GBC in particular should plan succession in advance, because the FSC looks at the position at all times.

Filings after a change

If nothing has changed since the previous annual return, a company can file a "No Change Return" (Form F26), certified by a director or the secretary. An annual return (Form F24) is required when there has been a structural change or, according to the Corporate and Business Registration Department, when turnover exceeds Rs 100 million. A change of director is a structural change, so do not assume the shorter form applies. The compliance calendar shows how these filings fit into the year.

Related requirements for a GBC

Since 1 September 2026 (Act 13 of 2026), a GBC must also ensure that its bank accounts are operated under a signatory arrangement consistent with FSC guidelines (section 71(3)(b)(vi) of the FSA). This is a separate criterion from the director requirement, but both are checked when the FSC assesses whether the company is truly managed from Mauritius.

An application that does not meet section 16 of the FSA or the FSC guidelines, or for which information requested has not been provided to the Commission's satisfaction, is deemed withdrawn (section 17A, in force since 1 October 2024). Requested information must be supplied within 15 days (section 17(2)). Slow answers about directors can therefore cost the applicant the application itself.

Practical checklist before appointing a resident director

• Confirm the company category and the minimum number of resident directors it needs
• Check the individual's days of presence against the 183-day and 270-day tests
• Obtain a Tax Residence Certificate if the file needs documentary proof
• Collect passport, proof of address and, where relevant, residence permit
• Obtain the signed non-disqualification consent
• Check that any residence permit allows the role
• Record the director's details in the statutory registers and update the beneficial ownership records if relevant
• Diarise a review of the director's residence and availability each year

Choosing between a private individual and a provider

A company can appoint an individual it already knows, or work with an FSC-licensed corporate service provider (Management Licence) that supplies suitably qualified directors. The second route brings its own questions about fees and responsibility; see resident director fees and liability of a resident director. For guidance on selecting a provider, read how to choose a corporate services provider. If you would like your situation reviewed, use the contact form.