Corporate secretarial services: a pillar of governance in Mauritius
Corporate secretarial service is one of the most essential services for any company operating in Mauritius. It provides the link between the company, its officers, the regulatory authorities and the shareholders. In Mauritius, the role of the company secretary is defined by the Companies Act 2001 (Sections 170-175), while the registered agent is governed by the Financial Services Act 2007 for Global Business entities. This service is particularly essential for companies benefiting from a registered office in Mauritius.
For the 20,000+ GBC companies domiciled in Mauritius, corporate secretarial service is inseparable from licence management, regulatory compliance and adherence to economic substance requirements. Poor secretarial service can lead to FSC sanctions, or even revocation of the GBL licence.
Company secretary services
Maintaining statutory registers
The company secretary is responsible for maintaining and updating all registers required under the Companies Act 2001:
- Register of shareholders (Section 89) — Details of each shareholder, number and class of shares, dates of acquisition and transfer, consideration paid
- Register of directors and secretaries (Section 139) — Full identity, residential address, date of appointment and cessation, qualifications
- Register of charges (Section 100) — Mortgages, pledges and security interests over the company's assets, creditor details
- Register of beneficial owners — Identification of Ultimate Beneficial Owners (UBOs) in accordance with FIAMLA and FSC requirements
- Register of directors' interests (Section 145) — Declarations of interest in the company's transactions
- Minutes book — Chronological record of all meeting minutes and resolutions
Organising meetings
Annual General Meetings (AGM)
Notices within the statutory deadline (21 days), preparation of the agenda, drafting of ordinary and special resolutions, holding the vote, drafting and filing of minutes.
Board meetings
Logistical organisation (room, videoconference), preparation of board packs and documents, drafting of detailed minutes documenting decisions taken in Mauritius.
Extraordinary meetings (EGM)
For strategic decisions: capital increases, amendments to the constitution, mergers and acquisitions, liquidation. Notice, documentation and registration in compliance with the Companies Act.
Written resolutions
Preparation, circulation for signature and filing of written resolutions. For GBCs, written resolutions must not constitute the majority of decision-making (economic substance).
Regulatory filings
The company secretary ensures the timely filing of all documents required by the Companies Act and the FSC:
| Document | Recipient | Frequency / Deadline | Penalty for late filing |
|---|---|---|---|
| Annual Return (Section 221) | Registrar of Companies | Annual (within 28 days of the AGM) | Fine + potential strike-off |
| Audited financial statements | Registrar + FSC (GBC) | Annual (6 months after year-end) | Fine + suspension of GBL licence |
| Notification of change of directors | Registrar + FSC | Within 14 days | Fine |
| Notification of change of shareholders | Registrar + FSC | Within 14 days | Fine |
| Amendment to the constitution | Registrar | Within 14 days | Fine |
| Economic substance declaration | FSC | Annual | Suspension / revocation of licence |
| Tax return (Income Tax) | MRA | Annual | Tax penalties |
Registered agent services (GBC)
For companies holding a Global Business Licence (GBL), the registered agent plays a critical regulatory role as the exclusive interface with the FSC. Only a licensed Management Company may perform this function.
- Application for and renewal of the GBL licence — Preparation of the file, submission to the FSC, follow-up of the process
- Ongoing due diligence — KYC/AML on shareholders, directors and beneficial owners, with updates whenever there is a change
- FSC reporting — Annual reports, substance declarations, notifications of significant changes
- Regulatory monitoring — Tracking legislative developments (amendments to the Financial Services Act, FSC Rules) and proactive compliance
- Tax Residency Certificate (TRC) — Application for and obtaining the tax residency certificate from the MRA, essential for invoking tax treaties
- Coordination with auditors and banks — Facilitating annual processes, transmitting required documents
Legal obligation: Under the Financial Services Act 2007, every GBC company must mandatorily appoint a licensed Management Company as registered agent. Withdrawal or resignation of the registered agent automatically triggers suspension of the GBL licence if a replacement is not appointed promptly.
Resident director services
GBC companies must have at least two resident directors in Mauritius (qualified natural persons). This is not a mere formality — the FSC expects directors to be genuinely involved in the company's management and decision-making.
- Appointment of qualified and experienced directors (financial, legal or sector-specific profiles)
- Active participation in board meetings in Mauritius (at least 4/year recommended)
- Review and approval of strategic decisions: investments, major contracts, budgets
- Oversight of the entity's economic substance and compliance with FSC requirements
- Signing documents requiring board authorisation: bank resolutions, contracts, declarations
- Fiduciary responsibility — Directors assume personal liability and must understand the company's business
Special transactions
Beyond recurring services, our corporate secretarial team handles the exceptional transactions in a company's life:
Company incorporation
Fast incorporation (24-48h), drafting of customised constitution, registration with the Registrar, obtaining the BRN (Business Registration Number). Discover the full incorporation process.
Capital increase
Issuance of new shares (ordinary, preference), updating of registers, notification to the Registrar and the FSC, drafting of resolutions.
Restructuring
Mergers (amalgamations), demergers, share transfers, group reorganisations. Drafting of documentation, obtaining approvals, coordination with advisers.
Liquidation & cessation
Orderly dissolution (voluntary winding up), strike-off from the registers, distribution of assets to shareholders. Coordination with the liquidator and creditors.
Re-domiciliation
Continuation of a company from a foreign jurisdiction into Mauritius (inward continuation) or from Mauritius (outward continuation). Procedure governed by the Companies Act.
Document certification
Apostille, notarisation, legalisation of documents for use abroad. Coordination with the Registrar General and consular authorities.
Indicative pricing
| Service | Indicative annual fee (USD) |
|---|---|
| Company secretary + registered agent (simple GBC) | 3,000 - 5,000 |
| Company secretary + registered agent (complex GBC) | 5,000 - 15,000 |
| Domestic company (non-GBC) | 1,500 - 3,000 |
| Resident director (per director) | 3,000 - 8,000 |
| Registered office | 1,000 - 2,000 |
| Incorporation + GBL licence (one-off) | 3,000 - 8,000 |
Our expertise
Our corporate secretarial team combines in-depth knowledge of the Companies Act 2001, the Financial Services Act 2007 and FSC requirements with a proactive approach to compliance. We do not simply react to deadlines — we anticipate needs and prevent risks.
- Rigorous tracking of regulatory deadlines with an automated alert system, including annual tax obligations
- Transparent communication with directors and shareholders through regular reports
- Continuous regulatory monitoring to anticipate legislative changes and adapt compliance
- Responsive service for urgent transactions (resolutions, certifications, notifications)
- Multi-jurisdictional expertise for group structures spanning several countries
Entrust us with your corporate secretarial service
Quality corporate secretarial service is the foundation of sound governance and impeccable compliance. Our team provides a professional, proactive service that meets the highest standards.