Registered office: a legal obligation
Every company registered in Mauritius must have a registered office located within the territory. This obligation is set out in the Companies Act 2001 (Section 186) and is an essential condition for maintaining registration with the Registrar of Companies and the licence issued by the FSC.
The registered office serves several essential functions:
- Official address: place of notification for legal and administrative correspondence (FSC, MRA, courts)
- Company seat: address shown on official documents, invoices, contracts and business correspondence
- Records keeping: place where statutory registers are kept (register of directors, shareholders, charges)
- Economic substance: evidence of the company's actual presence in Mauritius
Economic substance requirements
Since the 2019 reform, economic substance requirements have been significantly strengthened for companies holding a Global Business Licence. These requirements, in line with OECD recommendations (BEPS Action 5 on harmful tax practices), aim to demonstrate that the company is actually managed from Mauritius and is not merely a pass-through vehicle. For support with compliance, discover our solutions for economic substance requirements.
Requirements for GBCs
| Substance criterion | Requirement | Detail |
|---|---|---|
| Resident directors | Minimum 2 | Tax residents of Mauritius, with appropriate qualifications and experience |
| Registered office | Physical address in Mauritius | Management company premises or own office |
| Board meetings | Held in Mauritius | Majority participation from Mauritius, minutes kept locally |
| Staff | Qualified employees | Number and qualification proportional to the nature and volume of the activity |
| Accounting | Kept in Mauritius | Accounting books and statutory documents kept locally |
| Bank account | Operational account | With a Mauritian bank, with real transactions |
| Local expenditure | Proportional | Level of expenditure consistent with the activity and revenues |
| Strategic decisions | Made in Mauritius | Management, investment and divestment decisions documented |
Requirements for ACs
Substance requirements for Authorised Companies are significantly lighter:
- No mandatory resident directors
- Registered agent (FSC-licensed management company) mandatory, resident in Mauritius
- Correspondence address in Mauritius (at the registered agent)
- Maintenance of adequate accounting records
- No obligation for local staff or meetings in Mauritius
Levels of substance according to activity
The FSC assesses economic substance proportionally to the company's activity. Requirements therefore vary according to the nature and volume of operations:
| Type of activity | Expected level of substance | Concrete examples |
|---|---|---|
| Pure holding | Moderate | 2 resident directors, quarterly meetings, documented investment decisions |
| International trading | Moderate to high | Commercial staff, contract management from Mauritius, local financial flows |
| Financial services | High | Qualified staff, compliance officer, IT infrastructure, suitable premises |
| Consulting and management | Moderate | Resident or visiting consultants, client meetings, reports produced in Mauritius |
| Fund management | High | Resident managers, analyst, risk officer, trading infrastructure |
| Intellectual property | Moderate to high | R&D or IP management staff, licensing decisions made from Mauritius |
Principle of proportionality: the FSC does not require the same level of substance for a pure holding company holding a few participations as for a trading company with hundreds of monthly transactions. What matters is consistency between the level of substance and the declared activity.
Registered office solutions
At the management company
The most common and economical solution (USD 300-1,500/year, often included in the package). Professional address, mail reception, access to meeting rooms, records keeping.
Virtual office
More visible presence (USD 100-500/month). Prestigious address (Ebene, Port Louis), dedicated phone line, mail reception and forwarding, occasional access to workspaces.
Coworking
Regular workspace (USD 200-800/month per seat). High-speed internet, printer, meeting rooms, reception services. Flexible commitment periods.
Private office
Significant operational activity (USD 500-2,000+/month). Independent office, customisable space, security, parking. Locations: Ebene Cybercity, Port Louis, Moka Smart City.
Business zones in Mauritius
| Zone | Characteristics | Suited for |
|---|---|---|
| Ebene Cybercity | Technology and financial hub, modern buildings, fibre optic | IT, financial services, funds, fintech |
| Port Louis | Capital, historic business centre, close to banks and courts | Trading, holding, professional services, legal |
| Moka Smart City | New business hub, premium environment, modern infrastructure | Tech companies, startups, corporate headquarters |
| Quatre Bornes / Rose Hill | Urban centre, moderate costs, good accessibility | SMEs, consultants, back-office, BPO |
The role of resident directors
Resident directors are a pillar of economic substance for GBCs. The FSC requires at least 2 directors who are tax residents of Mauritius, with relevant experience and qualifications for managing the company.
Their responsibilities include:
- Active participation in board meetings (held in Mauritius)
- Making strategic decisions from Mauritius (investments, divestments, major contracts)
- Oversight of the company's day-to-day management
- Signing official documents, resolutions and regulatory reports
- Relations with the authorities (FSC, MRA, Registrar)
- Oversight of AML/CFT compliance
The management company generally provides resident directors as part of its services. These directors are experienced professionals (accountants, lawyers, fund managers), familiar with Mauritian regulatory requirements.
Quality directors: the FSC expects resident directors to be genuinely involved in the management of the company, not mere passive "nominees". Meeting minutes must reflect substantive discussions and real decisions.
FSC verification of substance
The FSC carries out regular checks of the economic substance of GBCs:
- Annual questionnaire: each GBC must respond to a detailed questionnaire on its economic substance as part of the annual reporting
- On-site inspections: the FSC may carry out unannounced visits to the premises of the management company or the company
- Flow analysis: the FSC examines financial flows to verify consistency with the declared activity
- Interviews: resident directors may be called upon to discuss the company's management and strategy
Consequences of a lack of substance
Failure to meet substance requirements can lead to progressive sanctions:
- Request for corrective measures within a deadline set by the FSC
- Imposition of additional conditions on the licence (additional staff, minimum expenditure)
- Suspension of the FSC licence (temporary prohibition on operating)
- Revocation of the licence and definitive loss of the preferential tax status
- Inability to obtain or renew the Tax Residence Certificate (TRC)
Substance best practices
- Document your decisions: keep detailed minutes of all board meetings, mentioning the place, date, participants and decisions taken
- Involve your resident directors: make sure they genuinely participate in strategic decisions and are not mere signatories
- Maintain local banking activity: use your Mauritian account for operational transactions, not only as a pass-through account
- Spend locally: expenditure proportional to your activity (management fees, rent, professional services, insurance) reinforces substance
- Keep evidence: invoices, contracts, emails, meeting agendas, directors' flight tickets, any document evidencing activity in Mauritius
- Adapt your substance to your growth: if your activity grows, strengthen your local presence accordingly (staff, premises, expenditure)
The information presented is provided for guidance only. Economic substance requirements are interpreted proportionally by the FSC and may evolve with international standards. Consult your management company or a specialist advisor for an assessment of your specific obligations.