Keeping a Dormant Company Compliant in Mauritius

A company with no customers, no invoices and an empty bank account still exists as a legal person. The Companies Act 2001 keeps applying to it, and so do the registry's fee schedule and the tax authority's filing rules. This page sets out the dormant company Mauritius obligations that continue when nothing is traded, and the points where the answer depends on your facts.

It is general information, not advice. Whether a particular company is "dormant" for registry or tax purposes, and what that changes, should be confirmed with an adviser who has seen the file.

What "dormant" means in practice

In everyday use, a dormant or inactive company is one that carries on no business and has no significant transactions. That is a description of activity, not a switch that suspends the law. The company remains on the register, its directors remain in office, and its shareholders remain bound by the same company-law framework.

The Registrar of Companies, through the Corporate and Business Registration Department (CBRD), also recognises a dormant company registered as such. Its annual fee schedule contains a specific line for it, which shows that the status exists on the register. The conditions and the effect of that registration are matters to check with the registry or an adviser before relying on it.

Two things are therefore separate:

• Being inactive: a commercial fact. Nothing is sold, no staff are paid, no contracts are performed.
• Being registered as dormant: a formal step with the Registrar, with its own fee category.

Neither one ends the company. Ending a company is a different process and is not covered here.

What still applies when nothing is traded

The short answer: the obligations that attach to the existence of the company continue, while those that attach to activity shrink or disappear. The table sorts the main items.

Keep the registered office and the board in place

Every company must at all times have a registered office in Mauritius, which is also the address for serving legal documents. The company's name and the words "Registered Office" must be displayed outside. A change of registered office is notified to the Registrar and takes effect no earlier than seven days after the notice is registered.

The directors also remain in office. A domestic company needs at least one resident director and one shareholder, according to the registry's incorporation page. Global Business companies and VCCs need two resident directors, and an Authorised Company needs one director who need not be resident, together with a registered agent. A dormant company that lets its only resident director leave without a replacement has a problem, not a saving.

If a director or the secretary is appointed, resigns or changes details, the Registrar must be told within 28 days. Failure is an offence for each director and for the secretary, with a maximum fine of Rs 200 000 (Companies Act, s. 142). For the practical side of the role, see resident director.

A secretary is required for most companies, but not for a small private company or an Authorised Company. Where a secretary is required, the post cannot stay vacant for more than 3 months (s. 163).

Registers and beneficial ownership do not go to sleep

A company that trades nothing may still have shareholders, and the information on them must be correct.

Every Mauritian company must identify its beneficial owner at all times, and any nominee where relevant. The details go into a separate register: full name and residential address, national identity card or passport number, nationality, and the ownership structure that leads to the ultimate beneficial owner (Companies Act, s. 91(3A), as updated on 15 May 2026). The company must also keep a record of the steps taken, including a written declaration from the beneficial owner, and the beneficial owner must tell the company about any change of status.

Points worth noting for an inactive company:

• The written-declaration requirement came with the Finance Act 2025 (Act No. 18 of 2025, Gazette of 9 August 2025). A company incorporated before those provisions took effect had to comply by 30 June 2026. A company that has been quiet for several years is the likeliest to have missed this.
• The information must be accurate, up to date and available without delay to the competent authorities on request.
• The Registrar of Companies holds a Beneficial Ownership Register, open to competent authorities and other prescribed public authorities. The Companies Act does not describe it as public.
• The definition of beneficial owner is a natural person who ultimately owns or controls the company, directly or indirectly, through a prescribed shareholding percentage, voting rights, ownership interest or control by other means. The earlier section 91 definition used 25% of voting rights.

The full explanation is in the beneficial ownership register guide, and the broader record set in statutory registers. Beneficial ownership details are filed through CBRIS when a company is incorporated, when the annual return is filed, and on any transfer or issue of shares.

The yearly filings: annual return or No Change Return

A company files an annual return once a year, within 28 days after the date of its annual meeting, signed by a director or the secretary. It does not file one in the calendar year of its incorporation (Companies Act, s. 223).

For a quiet company, the practical question is which form applies:

The CBRD says a No Change Return (F26) is available when nothing has changed since the last annual return. The full annual return (F24) is required after a structural change or, according to the CBRD, where turnover exceeds Rs 100 million. A change of shareholder, director or registered office during the year is not "no change".

A small private company is treated differently. It need not file an annual return unless there has been a change in its shareholding, the composition of the board or other information (s. 223(1B), as amended by the Finance (Miscellaneous Provisions) Act 2022). A small private company is a private company with prior-year turnover below Rs 100 million, without a Global Business Licence, and not an entity of the First Schedule of the Financial Reporting Act. A private company is a small private company for its first financial year. See compliance for a small private company for how this works for a one-director structure.

Filings go through the registry's online system, CBRIS, which also handles payment of annual fees. Certain filers, such as audit firms, FSC-licensed corporate service providers, law firms and registered agents, must use the online service for filings and payments.

Financial statements when there is no trading

No trading does not mean no accounts. A company other than a small private company must file its financial statements with the Registrar within 28 days (or another period set by the Registrar) after they are signed. A small private company files, with its annual return, either a financial summary in the format of the Ninth Schedule or its financial statements. Below Rs 100 million of turnover, it may prepare them on a cash basis, with a profit and loss statement only (ss. 211 and 215).

For a company with no income, the accounts are usually short, but they still need to show the true position: bank balances, any liabilities, share capital and accrued costs. A company with outstanding loans or fees owed to a provider has more to record than its owners tend to expect. For the preparation side, read preparing annual financial statements. Whether the company needs an audit is a separate question, covered in audit exemption.

An Authorised Company has its own requirement: it must file a financial summary with the FSC each year, no later than 6 months after its financial year end, in the Ninth Schedule format or as the FSC Rules specify (Financial Services Act, s. 71A(10)).

Annual fees: the cost of staying on the register

The Registrar charges annual fees whether or not the company earns anything. The 2026 schedule for the categories most relevant to inactive companies is:

Three observations follow from these figures.

• A small private company with no turnover is in the lowest band. Being registered as dormant carries the higher fee shown above, so the status does not automatically reduce the cost. Compare the options before choosing.
• The small private company rate rests on the turnover recorded at the CBRD. If the financial summary has not been filed or is not yet due, the fee payment must be accompanied by a directors' declaration that turnover has not exceeded Rs 30 million.
• Fees have moved. For a larger private company (turnover above Rs 100 million, including a Global Business Licence holder), the 2026 fee is Rs 18 000, or Rs 27 000 after the deadline, double the 2025 amounts of Rs 9 000 and Rs 13 500. A public company or foreign company pays Rs 27 000, or Rs 40 500 after the deadline. An Authorised Company pays USD 130, or USD 200 after the deadline.

Fees paid late cost more, and a longer period of non-compliance adds other consequences; see penalties for non-compliance.

Tax: the position is not automatic

An inactive company may still have tax filing duties. Whether a return is due, and whether anything is payable, depends on the company's tax status, any income it has received (even interest or a refund) and the history of its filings with the Mauritius Revenue Authority. Treating "no activity" as "no filing" is a common source of late-filing penalties that surface years later, when someone tries to revive or sell the company.

Before concluding that no return is needed, an adviser should look at the last filed return, any outstanding assessments and whether the company has registered for any payroll or other tax accounts that are still open. The mechanics are in corporate income tax return filing.

AML/CFT and corporate service providers

If a Mauritian corporate service provider acts for the company, that provider is itself a reporting person under the FIAMLA, with the Registrar of Companies as its regulatory body. Acting as a formation agent for a legal person is one of the activities caught. Part IV of the FIAMLA, covering suspicious transaction reporting and risk assessment, was amended by Act No. 3 of 2026 with effect from 18 April 2026.

For a dormant company, this means the provider will continue to ask for up-to-date ownership and identity information, even if the company has not moved a rupee. A refusal to answer those questions is a compliance problem for the provider and the company alike.

A yearly routine for an inactive company

The same sequence can be placed in the company's compliance calendar so that nothing depends on memory.

• Registered office address still valid and displayed
• Directors' and secretary's details unchanged, or changes notified within the deadline
• Share register and beneficial ownership register current
• Written declaration from each beneficial owner on file
• Accounts prepared in the form that applies to the company
• Annual return or No Change Return filed where required
• Annual fee paid before the deadline
• Tax position reviewed for the year