Compliance for a Small Private Company With One Director

One person company compliance in Mauritius: the short version

Under the Companies Act 2001, a one person company is a private company whose only shareholder is also its only director. The exception is a sole shareholder that is itself a company. At incorporation, the application must name the person who will act as secretary and call a meeting of heirs if the sole director dies.

Most such companies are also a small private company. That status brings real relief from filing duties, but it removes none of the core obligations: keeping the right records, identifying the beneficial owner, notifying changes and paying the annual fee on time. This page describes the lightest routine that still covers all of them. For the wider picture, see corporate compliance in Mauritius.

This is general information. Whether your company qualifies for each relief depends on its facts, so confirm the position with an adviser before relying on it.

Is your company a small private company?

Under the Companies Act (s. 2(5)-(7)), a small private company is a private company that:

• had turnover below Rs 100 million in its previous financial year (the threshold was raised from Rs 50 million by the Finance (Miscellaneous Provisions) Act 2022);
• does not hold a Global Business Licence; and
• is not a First Schedule entity under the Financial Reporting Act.

A newly incorporated private company is treated as a small private company for its first financial year. After that, turnover decides.

A company run from Mauritius with a sole director normally sits in the domestic regime. If the structure is meant to have its central management and control outside Mauritius, a different regime (the Authorised Company) may apply. That is a question of choosing the structure and is not covered here.

The yearly routine at a glance

The order matters less than the habit. Keeping the registers and books current during the year is what makes the filing steps quick. A longer view of deadlines is in the compliance calendar.

Duties of a sole director

A sole director carries every director's duty alone. There is no co-director to catch an error, so a few habits matter more than they would on a larger board.

Residence

According to the official domestic incorporation page, a domestic company needs at least one resident director and one shareholder. In a company with a single director, that director is the one who must meet the residence requirement. The rules and options are explained in the resident director section.

Decisions in writing

A sole director does not hold meetings with anyone, but decisions still deserve a record. The simplest method is a short signed written resolution for each significant decision: approving the accounts, authorising a dividend, opening a bank account or appointing an adviser. Date it and file it with the company records.

Keeping personal and company affairs apart

Because the director and the shareholder are the same person, the line between the two is easy to blur. Pay yourself through documented channels, keep company money in company accounts and never leave a transaction undocumented. This protects you if the company is ever reviewed by the tax authority or a bank.

Notifying changes

Any change of director or secretary, whether an appointment or a resignation, or a change in their details, must be notified to the Registrar within 28 days (Companies Act s. 142). If that is not done, each director and the secretary commits an offence punishable by a fine of up to Rs 200 000. A sole director who moves home or changes nationality passport details should treat the notification as a real task, not an afterthought.

The secretary question

Under s. 163 of the Companies Act, every company must have at least one secretary, who must be an adult individual ordinarily resident in Mauritius (subject to s. 164). Two exceptions apply: a small private company and an Authorised Company. Where a secretary is appointed, the post cannot stay vacant for more than 3 months.

For a one person company, the application also names the person who would act as secretary in the event of the director's death. Check with your adviser how that works for your company, since the answer depends on its status in the year concerned.

Registers and records

Even the smallest company must keep its registers. At a minimum, a sole-director company should maintain:

• the register of shareholders, and the register of directors and any secretary;
• the register of beneficial owners, kept separately (see below);
• the register of charges, if any security has been granted over company assets;
• signed written resolutions and any decisions of the sole director;
• the accounting records that support the year-end figures.

The share register must be kept for at least 7 years after the relevant transaction. The details of each register are in statutory registers.

Beneficial ownership: simple for one owner, but still mandatory

A Mauritian company must identify its beneficial owner and any nominee at all times and record them in a separate register (Companies Act s. 91(3A), as updated on 15 May 2026). For each person, the register records:

• full name and residential address;
• national identity or passport number;
• nationality; and
• the holding structure that identifies the ultimate beneficial owner.

In a one person company the answer is usually obvious, since the sole shareholder is typically the beneficial owner. The obligation does not disappear because the answer is obvious. Three practical points follow.

• Keep the evidence. The company must keep a record of the steps taken to identify the beneficial owner. These include a written declaration from the beneficial owner. The owner must also tell the company about any change of status.
• Keep it accurate. Any register or information required must be accurate, up to date and provided to the competent authorities without delay on request.
• Keep it for the long term. The last directors of a company that ceases business keep the beneficial ownership information for at least 7 years.

A company incorporated before the Finance Act 2025 provisions came into force was required to comply by 30 June 2026. That date has now passed. The Registrar of Companies holds a Beneficial Ownership Register that is accessible to competent authorities and prescribed public authorities. The Companies Act does not describe it as public.

For the definition and the cases where ownership is held through other entities, read the guides on the beneficial ownership register and who counts as a beneficial owner. The Registrar's office also lists a beneficial ownership guidance note dated 5 October 2026. Its detail was not reviewed for this page, so check it directly.

Filings and fees with the Registrar

Annual return

A company normally files an annual return once a year, within 28 days after its annual meeting date, signed by a director or the secretary. No return is filed in the calendar year of incorporation (s. 223).

A small private company does not need to file an annual return unless something has changed in its shareholding, board or other information (s. 223(1B)). If nothing has changed since the last return, the Registrar's practice is to accept a No Change Return (form F26), certified by a director or the secretary. The full annual return (form F24) is needed after a structural change and, according to the Registrar, where turnover exceeds Rs 100 million.

Financial summary

A small private company files, with its annual return, a financial summary (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 account only (ss. 215 and 211). Other companies must file their financial statements within 28 days (or any other period set by the Registrar) after they are signed.

Annual fee

The fee for a small private company depends on the turnover recorded at the Registrar. The 2026 fees are:

If the financial summary has not been filed, or is not yet due, the fee must be accompanied by a declaration from the directors that turnover did not exceed Rs 30 million. For comparison, the 2025 scale also showed Rs 500 and Rs 2 500 for small private companies, so the 2026 change affected larger companies mainly: a private company above Rs 100 million now pays Rs 18 000 (Rs 27 000 after the due date), double the 2025 amount.

If the company has stopped trading, see keeping a dormant company compliant.

Tax and the MRA

A company is resident for tax purposes in Mauritius if it is incorporated there or if its central management and control are located there (s. 73 of the Income Tax Act). A sole-director company that is incorporated in Mauritius is therefore within the Mauritian tax system, and its annual return to the MRA is a separate obligation from anything filed at the Registrar. The procedure is described in corporate income tax return filing.

Keep in mind that a Registrar filing and an MRA filing serve different authorities. Meeting one does not satisfy the other.

Anti-money laundering: who is actually caught

The FIAMLA applies to a defined list of reporting persons. The Company Service Provider is one of them, with the Registrar of Companies as regulatory body. A company service provider includes someone acting as a formation agent who helps a third party to incorporate or register a legal person.

The practical consequence for a sole-director company is that:

• your corporate service provider will ask for identification and ownership evidence, and will ask again when circumstances change;
• the provider must report a suspicious transaction to the FIU as soon as it has knowledge, and no later than 5 working days after the suspicion arises (FIAMLA s. 14); and
• your own company, if it is not itself a reporting person, does not take on a full AML programme by default.

Answer these requests promptly. Delay reflects badly on the file. The obligations of regulated businesses are explained in AML/CFT compliance.

Where a solo owner can get into trouble

The common failures are modest ones.

1. Missing the fee date. The fee rises by half after the due date.
2. Not notifying a change. Changes to the director or secretary must be notified within 28 days.
3. Leaving the beneficial ownership register empty. A one person company still has to record its owner.
4. Mixing personal and company money. This undermines the separate legal personality and the accounts.
5. Assuming a relief applies after the turnover threshold is crossed. Status is reviewed every year.

A worked example of the routine for a single consultant is in a solo consultant with one company.

A quick self-check

• The sole director meets the residence requirement
• Shareholder, director and secretary registers are current
• The beneficial ownership register is complete, with the owner's written declaration on file
• The latest change of director or secretary details was notified to the Registrar
• Books and supporting documents are up to date
• The annual return, or a No Change Return, has been filed where required
• The annual fee for the right turnover band has been paid before the due date
• The corporate income tax return has been filed with the MRA

If you would like a qualified provider to review your position, send a request through the contact form.