Statutory Registers a Mauritian Company Must Keep

The statutory registers of a Mauritius company are the company's own internal record of who owns it, who runs it and what it has pledged. They sit in the company's hands, not at the Registrar's office, and they must be kept up to date as events happen, not once a year. This guide sets out which registers exist, who maintains them and where they are normally held, under the Companies Act 2001.

It is general information. Which registers apply, and in what form, depends on the company type and on its constitution, so confirm the position for your own structure with an adviser.

Registers and Registrar filings are not the same thing

A common confusion is to treat the register as something that is "filed". It is not. The register is a living record kept by the company; a filing is a notice or return sent to the Registrar of Companies through CBRIS, the online system run by the Corporate and Business Registration Department (CBRD).

The two must agree. A change recorded in your register but never notified, or notified but never recorded, is a discrepancy that a regulator, a bank or a buyer's lawyer will find. The filing side is covered on other pages of this site; here the focus is the record itself. For the wider picture of what applies to your company, see corporate compliance in Mauritius.

The registers at a glance

Treat the table as a map, not a substitute for the Act. Some companies keep additional registers, for example of directors' interests, and a constitution can add its own requirements.

Register of shares

The share register shows who holds the company's shares, in what class and how each issue or transfer happened. It is the document a court or a counterparty looks at first when ownership is in doubt, so a gap here is expensive to repair.

Retention is long: the share register must be kept for at least 7 years after the transaction concerned. That means a transfer registered today stays on file well beyond the life of most banking relationships, and the record must survive a change of secretary, provider or accounting year.

Practical points that save trouble later:

• Record each issue or transfer on the day the board approves it, with the supporting resolution.
• Keep the executed transfer documents with the register entry they relate to.
• When shares are pledged, cross-refer to the register of charges.

Register of directors and register of the secretary

The register of directors lists everyone who currently holds office and, in a well-kept register, those who have left. For anyone searching for how to keep a register of directors in Mauritius, the discipline is simple: entry on appointment, entry on resignation, entry when personal details change.

The notification clock is short. Any change of director or secretary, whether an appointment, a resignation or a change of particulars, must be notified to the Registrar within 28 days. If this is missed, each director and the secretary commits an offence liable to a fine of up to Rs 200 000 under section 142 of the Companies Act. Updating the register on the day of the change makes the notice straightforward to prepare.

Directors' numbers and residence vary by company type. According to the CBRD, a domestic company needs at least one resident director and one shareholder, a Global Business company or VCC needs two resident directors, and an Authorised Company needs one director who is not necessarily resident, together with a registered agent. The residence rules and what they mean in practice are explained in the resident director guide.

The company secretary

Most companies must have at least one secretary, who must be an adult natural person ordinarily resident in Mauritius (subject to section 164). The post may not stay vacant for more than 3 months (section 163). A small private company and an Authorised Company are exempt from the requirement.

A one person company is a private company whose only shareholder is also its only director, except where that sole shareholder is itself a company. Its application must name the person appointed to act as secretary and to call a meeting of heirs if the sole director dies. That person's details belong in the register like any other officeholder.

The beneficial ownership register

This is the register most affected by recent change. Under section 91(3A) of the Companies Act 2001, as updated on 15 May 2026, every Mauritian company must identify its beneficial owner at all times and, where relevant, any nominee. The details go into 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.

Three features deserve attention:

1. Written declaration. Since the Finance Act 2025 (Act No. 18 of 2025, Gazette of 9 August 2025), the identification must include a written declaration from the beneficial owner. Companies incorporated before that date had until 30 June 2026 to comply, and the beneficial owner must tell the company of any change in status.
2. Filing triggers. The information is filed through CBRIS on incorporation, with the annual return, and on any transfer or issue of shares.
3. Retention. The last directors of a company that ceases business keep the beneficial ownership information for at least 7 years.

The Registrar of Companies keeps its own Beneficial Ownership Register, which is accessible to competent authorities and other prescribed public authorities. The Companies Act does not describe it as a public register. The CBRD has also published a document called "BO Guidance – Identification of Beneficial Owners under the Companies Act 2001", dated 5 October 2026; it is worth reading before you finalise your own register, as this page has not reviewed its detail.

For the mechanics, see the beneficial ownership register guide, and for the test of who qualifies, who counts as a beneficial owner.

Register of charges

A company that grants security over its assets should record it. Lenders will ask to see this register, and so will a buyer carrying out due diligence. Keep it alongside the share register so that a pledge over shares appears in both places. The register of charges guide covers what to record and when.

Minutes, resolutions and other records

Registers answer "what is the position?" while minutes answer "who decided it, and when?". A register entry with no resolution behind it invites questions. Keep board and shareholder decisions in a minute book, and file written resolutions in the same place. A step-by-step method is in how to write board minutes.

Who maintains the registers, and where they are held

Responsibility rests with the company, which means in practice with its directors. Day to day, the secretary usually keeps the registers; in a small company with one director, that director often does.

Every company must have a registered office in Mauritius at all times. It is the address for service of legal documents, and the company's name and the words "Registered Office" must be displayed on the outside. A change of registered office is notified to the Registrar and takes effect no earlier than 7 days after the notice is registered (sections 187-188).

Many companies appoint an FSC-licensed corporate service provider (Management Licence) to maintain the registers on their behalf. The delegation is practical but not total: the directors remain answerable for the accuracy of what is kept. Such a provider is itself a reporting person under the FIAMLA, with the Registrar of Companies as its regulatory body. Choosing one is a separate decision; see how to choose a corporate services provider.

What outsiders can see

Registers held by the company are not public. At the Registrar, consultation of an entity file costs Rs 100. For private companies holding a Global Business Licence and for Authorised Companies, only the name, the registered office and the licensed provider or registered agent are accessible. Uncertified copies are issued in 2 working days and certified copies in 3.

Differences by company type

• Small private company. The register burden is lighter on filings, but the registers themselves still need to exist. The small private company guide explains the regime.
• Global Business company. Management and control from Mauritius, and administration by an FSC-licensed corporate service provider (Management Licence), mean the provider normally holds the registers.
• Authorised Company. Management and central control sit outside Mauritius, and a Mauritian registered agent is mandatory, so the agent often holds the registers on file.

A short maintenance routine

• Record every share issue or transfer on the day it is approved
• Update the register of directors and secretary when anyone is appointed, resigns or changes address
• Notify the Registrar of officer changes within the 28-day period
• Obtain and file the beneficial owner's written declaration
• Keep the beneficial ownership register separate from the share register
• Log new security in the register of charges
• Store the signed minutes behind each entry
• Confirm who physically or electronically holds the registers after any change of provider

What goes wrong when registers are neglected

Weak registers rarely cause a problem on their own; they cause one when something else happens. A bank asks for ownership evidence, a share sale needs clean title, or the Registrar looks at the file.

The Registrar may strike a company off the register in several situations, including where it has not paid its registration fees, has not filed its annual return, or does not comply with the filing of beneficial ownership information (section 309(1)). A company that is later restored is treated as if it had never been struck off (section 321), but restoration is a procedure no one wants to run. For the wider consequences, see penalties for non-compliance.