Company secretary in Mauritius: legal obligation, actual duties and annual cost for a small company

September 4, 2026

The company secretary is not a mere administrative detail.

In Mauritius, its role involves company compliance, record keeping, filings with the Registrar of Companies and, depending on your business, formalities with the MRA or other government agencies. Depending on the legal structure, it may be mandatory, optional, or subject to specific rules.mof.govmu.org)

If you are still hesitating between several structures, our guide on Company formation in Mauritius and GBC structures helps clarify options before moving on to annual compliance.

This guide is for informational purposes only and does not replace personalized legal, tax or immigration advice.

Is a company secretary mandatory in Mauritius?

The basic text is the Companies Act 2001 consolidated, which sets out the general rule and its exceptions.

“Every company, other than a small private company or an Authorized Company, shall have one or more secretaries.”

In practice, a typical private company must therefore have a secretary. This secretary must be a natural person of legal age, resident in Mauritius, and their appointment requires formal consent and a certificate of qualification. However, the Registrar may approve a firm or company as secretary if at least one member or director resides in Mauritius and if the responsible person is qualified.

The official CBRD FAQ adds that a one-person company must appoint a secretary within six months if this has not already been done at incorporation.companies.govmu.org)

Note, the term small private company The threshold does not always apply depending on the rule in question. For the annual return, the law currently provides an exemption for small private companies with a turnover not exceeding 100 million rupees, unless there is a change in ownership or management. For the 2026 annual royalty, the CBRD scale distinguishes between 30 million and 100 million rupees.

Practical table of public obligations, deadlines and costs

Subject	Body	Reference time or threshold	Key takeaways
Incorporation	CBRD / Registrar of Companies	Complete application, online or in-office submission.	The form must be approved, signed, accompanied by the consents of the appointed persons, a certificate of non-disqualification, and the constitution if one exists.companies.govmu.org)
Change of secretary	Registrar of Companies	28 days after the change.	The change must be notified along with the consent documents and the updated secretary's data.mauritiuslii.org)
Annual return	Registrar of Companies	28 days after the annual general meeting, unless an exemption applies.	The filing is signed by a director or the secretary, and a small private company with a turnover not exceeding 100 million rupees is in principle exempt unless there is a change.
Annual fee 2026	CBRD	500 Rs or 2,500 Rs depending on the threshold.	In 2026, small private companies with a turnover not exceeding 30 million pay 500 Rs on time, then 750 Rs after the deadline.companies.govmu.org)
Income tax return	MRA	Standard period of six months after the end of the closing month.	All companies must file their annual return of income, except for those declaring themselves not in operation.mra.mu)
VAT	MRA	Threshold of 3 million rupees of taxable supplies.	Registration becomes mandatory if taxable turnover exceeds or is likely to exceed this threshold.mra.mu)

The most important thing is not to confuse the annual registration fee, the annual return to the Registrar, and the annual return of income to the MRA. These are three different obligations, with three different rationales.

When nothing has changed, the law also allows for no change return. This is useful for reducing the administrative burden, but it does not exempt you from checking the deadlines and the proper signature of the document.

What are the actual duties of a company secretary in Mauritius?

The role is much broader than simply managing forms. The consolidated Companies Act 2001 describes it as a true governance control point.mof.govmu.org)

He guides the board on its duties, responsibilities, and powers.
He outlines the laws that affect shareholder meetings, board meetings, and the documents to be filed.
He ensures that the minutes are properly kept and that the statutory registers are maintained.
It certifies, in the annual financial statements, that the mandatory returns have been duly filed with the Registrar.
He ensures that the annual accounts and, where applicable, the annual report are sent to the persons entitled to them.

In other words, corporate secretarial work is not just a filing task. It involves continuous compliance monitoring, useful for preventing oversights, delays, and improperly signed documents.

How to appoint or replace a company secretary

The appointment process begins as soon as the company is created or as soon as a position becomes vacant. The official CBRD FAQ reminds us that incorporation can be done online or by filing documents at the Registrar of Companies' office, and that name verification is possible without mandatory booking.companies.govmu.org)

For the statutes and basic documents, you can also refer to our guide on statutes, procedures and costs 2026.

First check whether your company is subject to the obligation to appoint a secretary or whether it falls under an exception such as a small private company or an Authorised Company.
Prepare the nomination file with the form approved by the Registrar, the consent of the nominee, the certificate of no disqualification and, if the company adopts a constitution, this document.
Submit the application at the time of incorporation or, later, when there is a change of secretary.
If the appointment or departure occurs after incorporation, send the change notice to the Registrar within 28 days.
Do not leave the office vacant for more than three months. If the trustees do not appoint a secretary, the Registrar or the Court may order the appointment, and a deliberate refusal after the order may constitute an offense.
In a one-person company, keep in mind the specific CBRD rule, which requires an appointment within six months if it was not made at incorporation.

EDB also indicates that banks often request the e-Certificate of Incorporation, the Business Registration Card, a board minute authorizing the opening of the account and, depending on the age of the company, the last annual return as well as a business plan mentioning the sources of funds.

What annual costs should a small company expect?

Regarding the budget, it's important to distinguish between what is published by the government and what depends on a private quote. The annual CBRD fee is official, while the fees of the outsourced secretary are negotiated. Therefore, you should request a quote detailing the maintenance of registers, minutes, filings, and statutory updates.

If you're starting from scratch, also compare our French-language guide on How much does it cost to start a business in Mauritius in 2026? and, if you prefer an English version, on How much does it cost to start a business in Mauritius in 2026.

CBRD public spending to watch in 2026

Type of company	Fees on time	Fees after the deadline	Practical reading
Small private company, turnover not exceeding 30 million rupees	500 Rs	750 Rs	This is the lowest publicly published floor for 2026.
Small private company, turnover greater than 30 million and less than 100 million rupees	2,500 Rs	3,750 Rs	Public costs increase with turnover.
Private company, turnover exceeding 100 million rupees	18,000 Rs	27,000 Rs	Useful as a reference point, even if it is no longer a small company in the common sense.

The true annual cost of a small business is therefore not a single amount. It is calculated by adding at least the CBRD fee, then, depending on the case, the secretary's fees, accounting, the MRA tax return and VAT if the threshold is exceeded.

If your company has employees, the MRA also applies employer and payroll obligations. For late electronic filing, the MRA imposes a penalty of 2,000 rupees per month or part of a month, capped at 20,000 rupees, with a reduced cap of 5,000 rupees for certain small businesses.

The key point for 2026 is simple: small private companies may pay little to the CBRD, but this does not exempt them from all compliance. The right budget is therefore a compliance budget, not just an incorporation budget.

Other offices to know about when settling in Mauritius

The company secretary is just one component of the installation process. Depending on the project, other institutions may be involved.

The EDB supports the start-up of a business and refers to the CBRD for registration.
The CBRD, through the Registrar of Companies, manages incorporation, annual returns, and trade fees.companies.govmu.org)
The MRA manages the annual corporate income tax return.
The mandatory VAT threshold published by the MRA is currently 3 million rupees for taxable supplies.
The MRA portal for employers It is used for employer feedback and for PAYROLL when the company is recruiting.
The PIO intervenes for passports, visas, residence permits and occupation permits of eligible non-citizens.
The Civil Status Office It records births, deaths and marriages, then issues civil status certificates.
The MQA regulates the registration and accreditation of training institutions and recognizes qualifications.
The Mauritian government directory It also allows you to find the National Transport Authority (NTA) if your business is related to transport.mygov.govmu.org)

FAQ

What are the legal obligations of a company secretary in Mauritius for a small company?

For a standard private company, the secretary must be a natural person resident in Mauritius, have given their consent, and meet the qualification requirements stipulated by law. Their duties include maintaining the registers, preparing minutes, informing the board of legal obligations, and certifying filings. Furthermore, the secretary's position must not remain vacant for extended periods. For a small company, everything depends on the company's specific legal structure and its staff turnover rate.

Is a small company in Mauritius required to have a secretary, and what are the possible alternatives?

No, not always. Small private companies and authorized companies are exceptions to the general rule. However, a one-person company follows a specific procedure and must appoint a secretary within six months if this wasn't done at the time of incorporation. Alternatively, the Registrar can approve a firm or company as secretary, provided a qualified resident representative is identified. For a small business, the simplest solution is often to address this issue from the outset of incorporation.

What is the average annual cost of a corporate secretarial service for a small Mauritian company and what expenses should be anticipated?

There is no single public rate for the fees of an outsourced secretary. However, the 2026 public cost of CBRD is known: 500 rupees for a small private company with low turnover within the deadlines, then 750 rupees after the deadline, or 2,500 rupees if the turnover is higher. Additional costs may include accounting, filings with the MRA, and, if you recruit, employer contributions. The actual budget therefore depends on the volume of compliance, not just the name of the service.

What are the actual duties of a company secretary in Mauritius?

In practice, the secretary acts as the conductor of compliance. They explain to the board what needs to be done, monitor laws affecting meetings and filings, ensure that minutes and registers are properly maintained, and certify that mandatory returns have been filed. They also oversee the submission of the annual accounts and, when required, the annual report. This role is therefore very operational and crucial for preventing delays.

How to estimate the total annual cost for a small business in Mauritius including secretarial services, registered office address and legal compliance?

The correct calculation involves adding three components. First, the annual CBRD fee. Second, the secretary's fees, which depend on the quote and the workload. Finally, any tax obligations to the MRA, including VAT above the 3 million rupee threshold, corporate income tax, and, if there are employees, employer obligations. If your business setup also includes a personal aspect, you must also check the PIO (Property Information Office) documents and, where applicable, your civil status documents.