Corporate Secretarial Services in Mauritius

The Role of Company Secretary in Mauritius

The company secretary is a statutory officer required under the Companies Act 2001. Unlike in some jurisdictions where the role is largely administrative, in Mauritius the company secretary plays a critical governance and compliance function. The secretary ensures the company operates within the law, meets all regulatory deadlines, and maintains proper corporate records.

For Global Business Companies (GBCs) licensed by the Financial Services Commission, the company secretary role is typically performed by the Management Company — a licensed entity that also provides resident directors, registered office, and compliance services. This integrated approach ensures seamless coordination between governance, operations, and regulatory compliance.

For Authorised Companies and domestic companies, the company secretary may be any qualified individual or firm. However, appointing a professional corporate services provider ensures that all statutory obligations are met consistently and accurately.

Statutory Obligations of the Company Secretary

Register Maintenance

The company secretary must maintain several statutory registers at the registered office of the company. These include the register of shareholders (recording all current and past shareholders, share transfers, and shareholding changes), the register of directors and secretaries (with details of all current and former officers), the register of charges (documenting any security interests over company assets), and the register of beneficial owners (as required by the Beneficial Ownership Act 2017). All registers must be kept up to date and available for inspection by authorised parties.

Annual Returns

Every Mauritius company must file an annual return with the Registrar of Companies within 28 days of the anniversary of its incorporation. The annual return includes details of the company's directors, secretary, shareholders, share capital, registered office, and principal business activities. The company secretary is responsible for preparing and filing this document accurately and on time. Late filings attract penalties and, in severe cases, can lead to the company being struck off the register.

Board and Shareholder Meetings

The company secretary organises and administers all board meetings and shareholder meetings. This includes drafting agendas, distributing board packs, ensuring proper notice periods are observed (at least 10 working days for board meetings, 15 days for AGMs), recording attendance, taking minutes, and circulating minutes for approval. The secretary also ensures that quorum requirements are met and that voting procedures comply with the company's constitution.

Regulatory Filings

Beyond annual returns, the company secretary handles a wide range of regulatory filings with both the Registrar of Companies and the FSC. These include notifications of changes in directors, secretary, shareholders, registered office, or constitution. Each change must be filed within 28 days of the event. For GBCs, additional filings are required with the FSC, including annual financial summaries, compliance declarations, and substance reports.

Corporate Governance

The company secretary advises the board on corporate governance best practices and ensures the company complies with its own constitution, the Companies Act, and any applicable codes of governance. This includes advising on directors' duties (duty of care, duty of loyalty, duty to avoid conflicts of interest), related-party transaction procedures, and proper delegation of authority. For listed companies, the secretary ensures compliance with the SEM Listing Rules.

Our Corporate Secretarial Services

Key Legislation

Why Choose Sunibel for Corporate Secretarial?

• FSC-licensed Management Company — We hold the full Management Company license, authorising us to act as company secretary for GBCs and Authorised Companies
• Probus Pleion Group — As part of the Swiss Probus Pleion Group, we apply international governance standards and best practices to all our clients
• Dedicated teams — Each client is assigned a dedicated team of qualified company secretaries and compliance officers who understand your specific structure and requirements
• Technology platform — We use modern corporate management software for register maintenance, deadline tracking, and document management, ensuring accuracy and efficiency
• Multilingual service — Our team operates in English and French, with the ability to work with documents in other languages as needed
• Integrated services — Corporate secretarial services are seamlessly integrated with our accounting, tax, and compliance offerings, avoiding duplication and ensuring consistency

Common Client Scenarios

New GBC Incorporation

A European fund manager wants to set up a GBC holding company in Mauritius to invest into African markets. We handle name reservation, constitutional drafting, FSC license application, appointment of resident directors, registered office provision, and all initial statutory filings. Once incorporated, we serve as company secretary on an ongoing basis, managing all board meetings, shareholder resolutions, and regulatory filings.

Transfer of Management Company

An existing GBC is unhappy with its current Management Company and wants to transfer to Sunibel. We manage the entire transition: KYC/AML review, onboarding, transfer of statutory records, notification to the FSC and Registrar, and assumption of all secretarial and compliance functions. We ensure zero disruption to the company's operations during the transfer.

Group Restructuring

A multinational group wants to restructure its Mauritius entities — merging two GBCs, transferring shares between group companies, and amending constitutions to reflect new governance arrangements. We prepare all corporate resolutions, file the necessary notifications, update registers, and coordinate with the FSC and Registrar to ensure the restructuring is completed smoothly and in full compliance.