Mauritius – Changes to Beneficial Owner Compliance Requirements

The Companies Act 2001 of Mauritius has been amended to strengthen beneficial ownership transparency requirements. Under the revised framework, companies must now obtain, maintain, and file written declarations from their beneficial owners and appoint authorised resident officers. These changes introduce clearer notification, record‑keeping, and reporting obligations for all affected entities.

Regulatory Background

Under the newly introduced Section 91(3A) of the Companies Act 2001, all companies incorporated in Mauritius are required to:

• Obtain written declarations from their Beneficial Owners (BOs) or Ultimate Beneficial Owners (UBOs)
• File and maintain these declarations in accordance with statutory requirements
• Ensure that BOs and UBOs notify the company of any changes to their ownership or control status within 14 days of the change

In addition, Section 190(6)(a) of the Companies Act 2001 requires every company to appoint:

• One Authorised Officer, and
• One Alternate Officer,

Both of whom must be ordinarily resident in Mauritius.

The Authorised Officer is responsible for providing company information and available beneficial ownership details to Mauritius competent authorities upon request.

Applicability and Scope

The amended beneficial ownership requirements apply to:

• All company types incorporated in Mauritius, including domestic and global business entities

Compliance Deadline

Both of the following must be completed by 30^th of June 2026:

• Appointment of the Authorised Officer and Alternate Officer
• Collection and filing of written declarations from Beneficial Owners and Ultimate Beneficial Owners

Definition of Beneficial Owner

Mauritius – Domestic Entities

A beneficial owner or ultimate beneficial owner means any natural person who ultimately owns or controls a company, or on whose behalf a transaction or activity is being conducted, including:

• A natural person who owns or controls the company through:
  • Direct or indirect share ownership at prescribed thresholds
  • Voting rights
  • Ownership interests
  • Control by other means

Where no such person is identified, the natural person who controls the company in a manner consistent with one company controlling another under Section 5 of the Companies Act.

Where no person falls within the above categories, the natural person acting as executive director or holding equivalent executive powers.

Mauritius – Global Business Entities

For global business companies, a beneficial or ultimate beneficial owner is defined as a natural person who, directly or through a nominee:

• Holds not less than 20% of the aggregate voting power at a shareholders’ or partners’ meeting; or
• Is entitled to participate in not less than 20% of the distributable profits of the company

Compliance Process and Ongoing Obligations

Companies must:

• Appoint an Authorised Officer and an Alternate Officer
• Obtain written BO/UBO declarations from each Beneficial Owner, signed by the Authorised Officer
• File:
  • The Beneficial Owner Written Declaration Form; and
  • The Information Details for Beneficial Ownership Form
• Maintain records and update declarations within 14 days of any ownership or control changes

Where No UBO Is Identified

In circumstances where no UBO can be identified:

• Domestic entities: Management of the ultimate listed entity must be reported
• Global business entities: Management of the entity must be reported

Public Access to UBO Information

Beneficial ownership information is not publicly accessible.

Risks of Non-Compliance

Pursuant to Section 91(3D) of the Companies Act 2001, failure to comply with the beneficial ownership requirements may result a penalty of MUR 300,000 imposed on the company; and each of its directors.

How Mercator® by Citco (Mercator) Can Help

Mercator can assist with:

• Filing the Beneficial Owner Written Declaration Form and the Information Details for Beneficial Ownership Form
• Providing Authorised Officer and Alternate Officer services on an annual basis (Mercator is available for appointment in this capacity)

For assistance, please contact mercator@citco.com.