Keeping an Authorised Company Dormant

A dormant authorised company is one that has stopped trading, invoicing or holding active assets, but has not been closed. Mauritian law has no special "sleeping" status for it. The company remains an Authorised Company under section 71A of the Financial Services Act 2007 (FSA), and the obligations attached to that authorisation keep running whether or not any money moves.

That is the key point for anyone searching for a dormant offshore company in Mauritius: inactivity reduces the work, not the framework. This page explains what continues, what a quiet year looks like in practice, and the signs that the company is no longer worth keeping.

What "dormant" means for an Authorised Company

In everyday use, a dormant or inactive authorised company is one with no sales, no payments to suppliers and no staff, often because a project ended, a client left or the owner changed plans. The law does not define dormancy for this regime, and the Financial Services Commission (FSC) does not issue a separate dormant category.

What the statute does define is the company itself. An Authorised Company is a company incorporated under the Companies Act that is majority-owned or controlled by a non-citizen of Mauritius, does its business mainly outside Mauritius, and has its central management and control outside Mauritius (section 71A(1) FSA). Those conditions describe the company's status, not its level of activity. A company that stops trading still carries the same status, and the same duties.

If you want the wider background first, what an Authorised Company is covers the definition and typical uses.

What continues while the company is inactive

Four things carry on regardless of activity: the registered agent, the annual fee, the annual filings and the beneficial ownership records.

A registered agent must stay in place

An Authorised Company must have a registered agent in Mauritius at all times, and that agent must be an FSC-licensed corporate service provider (Management Licence) (section 71A(7)(a) FSA). There is no pause option. If the provider relationship ends and nothing replaces it, the company is out of compliance.

The agent's role is broad. Under section 71A(8) FSA, it handles the filing of returns and documents required by the FSA, the Income Tax Act or the Companies Act, passes on communications with the FSC, the Mauritius Revenue Authority (MRA) and the Registrar of Companies, applies anti-money laundering and countering the financing of terrorism (AML/CFT) measures, and keeps records such as minutes, resolutions and transaction documents. A dormant company therefore still needs a provider that performs these tasks, and still pays for them. See the role of the FSC-licensed provider behind your company for what that relationship involves.

If the provider is the problem rather than the company, a change is possible. A change of registered agent must be accompanied by the fee set in the FSC Rules, a requirement in force since 1 August 2024 (section 71A(7)(b) FSA). The practical steps are in changing your offshore company provider.

The annual FSC fee still falls due

The FSC annual fee does not depend on turnover. Under the fee rules in force since 1 July 2026 (Government Notice No. 119 of 2026), an Authorised Company pays an annual fee of 1,400 USD. This excludes the annual registration fee of 65 USD (or another amount set by the Registrar of Companies), which is paid to the Registrar.

Paying late is expensive. The same rules raise the fee to 1,750 USD if it is paid within a month after the due date, to 2,100 USD between one and three months after, and to 2,800 USD between three and six months after. For the 2026-27 renewal cycle, the FSC moved the payment deadline to 30 September 2026, with payment through the FSC One platform, including by direct debit or from the deposit account of an FSC-licensed corporate service provider (Management Licence).

For a company that earns nothing, this recurring fee is usually the largest fixed cost, which is why the decision to keep or stop is mostly a question of whether the fee is worth paying. The full picture is in annual fees to keep an Authorised Company alive.

Annual filings do not disappear

Two filings continue even with no activity:

• Financial summary to the FSC. An Authorised Company must file a financial summary in the form set by the Ninth Schedule of the Companies Act (or other documents specified by the FSC Rules) every year, no later than six months after the end of its financial year (section 71A(10) FSA).
• Income tax return to the MRA. Under section 73A of the Income Tax Act, a company incorporated in Mauritius but centrally managed and controlled outside Mauritius is treated as non-resident, but it must still file an income tax return under section 116. That section requires every company, taxable or not, to file within six months after the end of the month in which its financial year closes, and filing and payment are done electronically.

A return showing no income is still a return. The obligation to file does not depend on whether tax is due. How the company is taxed in general is covered in Authorised Company taxation in Mauritius.

Beneficial ownership records stay current

Every Mauritian company must at all times identify its beneficial owner and any nominee, and record them in a separate register: full name and residential address, national identity or passport number, nationality, and the holding structure that identifies the ultimate beneficial owner (section 91(3A) of the Companies Act 2001, as updated on 15 May 2026). The Registrar of Companies keeps a Beneficial Ownership Register that is open to competent authorities and other prescribed public authorities; the Companies Act does not describe it as a public register.

If the owner changes address, passport or nationality while the company sleeps, the record needs updating even though nothing else happened. For the privacy side of this, see whether the owner of an offshore company is private.

A quiet year at a glance

The table below summarises what a dormant company still handles compared with what it can leave aside.

Keeping the company in good order while it sleeps

Dormancy goes wrong less often through the law than through neglect. A short routine keeps a quiet company clean.

Keep the accounts, even if empty

A company with no transactions still has a financial year, and the financial summary draws on it. Keeping a simple set of records, with bank statements and a short note of any fee paid, is much easier than reconstructing a year afterwards. The expectations are described in accounting records for an Authorised Company, and a light routine for small structures is in bookkeeping for an offshore company.

Do not let control drift back to Mauritius

An Authorised Company must have its central management and control outside Mauritius. Under section 73(1)(b) of the Income Tax Act, a company is tax resident in Mauritius if it is incorporated there or if its central management and control are there; section 73A allows an incorporated company to be treated as non-resident when it is directed and controlled from abroad. A dormant company whose owner moves to Mauritius, or whose decisions are suddenly taken locally, can create a mismatch with its status. The practical side is in managing an Authorised Company from abroad.

Watch the bank account

A company with no activity may still have a bank account. Banks run their own periodic reviews and may ask questions about an account that shows no movement. That is a commercial matter, separate from company law, and it is worth discussing with the provider before the account is questioned, not after.

What happens if obligations are ignored

Dormancy does not suspend any penalty. Late payment of the FSC fee follows the escalating tiers described above. Beyond that, a company that operates as an Authorised Company without the required authorisation commits an offence punishable by a fine of up to MUR 1,000,000 (sections 71(5) and 71A(12) FSA). That provision is aimed at unauthorised operation, so it is not the usual consequence of a missed fee, but it shows that the authorisation is a regulated status and not a formality.

In practice, a long period of unpaid fees and missing filings tends to end in the company being struck off, and restoring a struck-off company is a separate and more demanding process. See restoring a struck-off offshore company if that has already happened.

When it is better to stop than to stay dormant

Keeping a company dormant is a choice with a recurring price. It is reasonable when a concrete project is expected to resume, when the structure holds something that would be costly to rebuild, or when the owner needs a short pause. It becomes harder to justify in several situations:

• no project is planned and the fixed annual cost keeps recurring;
• the owner can no longer provide the details the provider needs for AML/CFT checks;
• the company's tax position at home creates reporting work with no corresponding benefit;
• the registered agent relationship has broken down and nobody is dealing with filings.

The mechanics of closing a company are outside the scope of this guide. What matters here is that the decision should be taken deliberately, with the numbers for the next year in front of you, and not by letting the deadlines pass. If your situation involves a home-country angle, such as a controlled foreign company question or how the owner is taxed at home, that analysis can change the answer, and it depends on the individual case.

A yearly review is also easier with a printed list: the yearly checklist for an Authorised Company can serve as that list. For a broader view of recurring duties, see annual obligations of an Authorised Company.

This page gives general information and is not tailored advice. If you want an analysis of your own situation, you can send a request through the contact form.