Restoring a Struck-Off Offshore Company

If you want to restore a struck off company in Mauritius, the first thing to understand is that two separate things can go wrong. The company can be removed from the register kept by the Registrar of Companies, and its authorisation as an Authorised Company can lapse or be withdrawn by the Financial Services Commission (FSC). Reinstating the company on the register does not by itself repair the second problem, and the order in which you deal with them matters.

This page is general information, not advice. Restoration depends on why the company was removed, how long ago, and what happened to its assets and bank accounts in the meantime. Treat what follows as a map of the issues to raise with a qualified adviser and with your service provider.

What "struck off" means for an Authorised Company

An Authorised Company is a Mauritian company, formed under the Companies Act 2001, that holds an authorisation under section 71A of the Financial Services Act 2007 (FSA). It therefore has two layers of status:

• Corporate existence, recorded by the Registrar of Companies.
• Regulatory authorisation, granted and supervised by the FSC and maintained through a Mauritian registered agent.

When people say a company has been "struck off", they usually mean the first layer: the Registrar has removed the company from the register, and it no longer exists as a legal entity until it is restored. The second layer follows. Without a valid company, there is nothing for the authorisation to attach to, and the registered agent normally stops acting.

To see how the two layers fit together, read the role of the FSC and the definition of an Authorised Company.

Why companies get struck off

The Registrar acts after notices that go unanswered. In practice, the causes for offshore companies fall into a few families:

1. Unpaid annual charges. The annual fee to the FSC and the annual registration fee to the Registrar are both recurring. Letting them lapse is the most common route to trouble.
2. Missing filings. An Authorised Company must file a financial summary with the FSC each year, no later than 6 months after the end of its financial year. A tax return is also required under section 116 of the Income Tax Act, even though the company is treated as non-resident.
3. No registered agent. 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). If the relationship ends and no replacement is appointed, the company is exposed.
4. Unreachable owners. Notices go to the registered office. If the provider cannot reach the owner and the file is abandoned, nobody answers the Registrar.
5. Compliance failures. Gaps in the beneficial ownership records or in anti-money-laundering (AML/CFT) documentation can lead a provider to resign and the authorisation to be questioned.

Many owners discover the problem only when a bank closes an account or a platform asks for a current certificate. A company left idle on purpose is a different situation, covered in keeping a company dormant: dormancy still requires the fees and filings to be kept up.

Consequences of being struck off

The consequences of a struck-off offshore company are practical before they are legal. Expect the following.

Accounts and payments

If money arrives for a company that no longer exists, the bank has to decide what to do with it. Some hold it, some return it, some refuse to engage until the company is restored. This is one reason to stop invoicing from the entity as soon as you suspect a problem. Background on why banks react this way is in why banks refuse offshore company accounts.

Contracts and invoices

Contracts signed by the company do not disappear, but the counterparty may no longer be willing to perform. Invoices issued during the gap can be disputed. If a client paid an entity that did not legally exist, both sides may need documents confirming that the restoration ratifies what was done. Ask an adviser how that ratification should be worded.

Tax and reporting

An Authorised Company is treated as non-resident under section 73A of the Income Tax Act if it is centrally managed and controlled outside Mauritius, but it must still file a return under section 116. Years missed during the gap are likely to need attention once the company is back. Your home-country position may also be affected: see how the owner is taxed at home.

Operating while unauthorised

A company that carries on the activity of an Authorised Company without an authorisation commits an offence under section 71A(12) of the FSA, punishable by a fine of up to MUR 1 000 000. Do not keep trading through a company whose status is uncertain, however small the activity. Pause, then regularise.

How restoration works

The route depends on the circumstances, and the details come from the Companies Act 2001 and the Registrar's practice rather than from a single fixed template. The sequence below is the logical order in which most files are handled.

Step 1: establish the facts

Start with a current extract from the Registrar and ask the FSC, through a licensed provider, whether the authorisation is still in force, suspended or withdrawn. Do not assume. The answer determines everything that follows.

Step 2: appoint a provider

Because an Authorised Company must have a Mauritian registered agent at all times, you need a licensed provider before the file can move. If your previous provider resigned or the relationship ended badly, a new one will ask for the history of the company and its ownership. Changing provider also carries a fee fixed by the FSC Rules under section 71A(7)(b). The process is described in changing your management provider, and how to check a provider's licence tells you how to confirm the licence is genuine.

A registered agent also handles the filing of required returns, the AML/CFT measures and the safekeeping of company records. A restoration file will only be as strong as those records.

Step 3: prepare the file

Expect to be asked for:

• the full history of the company, including the date and reason for removal;
• the register of beneficial owners and, where relevant, nominees. Under section 91(3A) of the Companies Act 2001, every Mauritian company must identify its beneficial owner at all times, with name, residential address, national identity or passport number, nationality and the holding structure up to the ultimate beneficial owner;
• evidence of outstanding annual fees and filings;
• the accounting records for the gap, as far as they exist;
• a statement of any assets, debts and bank accounts affected.

The beneficial ownership information is held by the Registrar in a Beneficial Ownership Register that competent authorities can consult. The Companies Act does not describe that register as public.

Step 4: apply for restoration

Whether the Registrar can act directly or the matter must go to the court depends on the facts. Your adviser will tell you which route applies and what the applicant has to show. Do not file anything yourself on the basis of a template found online: an application that is rejected or abandoned costs time you may not have if a bank is waiting.

Step 5: regularise the FSC position

Once the company is back on the register, the authorisation has to be confirmed or, if it cannot be revived, a new application made through a licensed provider. For a new application, the FSC must grant it within 10 working days of the date it is regarded as complete (section 17B of the FSA), but an application that does not meet the requirements, or for which information is not supplied when requested, is deemed withdrawn. Information requested must be provided within 15 days (section 17(2)). An incomplete file therefore costs more than a slow one.

Step 6: repair the paperwork

After restoration, bring the company back into good standing in every direction:

• file the missing financial summaries and returns;
• confirm or re-paper important contracts;
• contact banks, payment providers and platforms with the restoration documents;
• update the registers, including the register of beneficial owners.

What it costs to catch up

The FSC fee scale in force since 1 July 2026 gives an idea of how arrears build up. For an Authorised Company the annual fee is USD 1 400, excluding the annual registration fee of USD 65 payable to the Registrar (or another amount set by the Registrar). Paid late, the annual fee rises to USD 1 750 within a month after the due date, USD 2 100 between 1 and 3 months after, and USD 2 800 between 3 and 6 months after.

These are the figures for the FSC fee itself. They do not include professional fees for the restoration, the provider's charges, or any court or Registrar costs, which depend on the case. For the full list of recurring charges, see annual fees to keep an Authorised Company alive.

For the 2026-27 renewal cycle the FSC extended the payment deadline to 30 September 2026. If you were counting on that date, check whether your company was caught by it and what has happened since.

Restore or start again?

Restoration is not always the best answer. A fresh company is sometimes quicker and cleaner, but it cannot inherit history: it will have a new incorporation date, new registrations with banks and platforms, and no continuity for contracts.

If you decide to start afresh, how to open an offshore company in Mauritius sets out the process, and moving an existing offshore company to Mauritius covers the case where a company is coming from another jurisdiction.

Checklist for an owner who suspects a removal

• Stop invoicing and receiving payments through the company until the status is confirmed
• Obtain a current extract from the Registrar of Companies
• Ask for written confirmation of the FSC authorisation status
• Confirm who is currently the registered agent, and whether that provider is FSC-licensed
• List every bank account, platform and contract in the company's name
• Locate the register of beneficial owners and the latest accounting records
• List unpaid annual fees and missing filings
• Ask an adviser whether the Registrar or the court is the right route
• Keep a dated record of every communication about the restoration

Avoiding a repeat

Most removals are avoidable. A short routine is enough: a named person responsible for the fee deadline, a provider that confirms each filing in writing, and a yearly review using the yearly checklist for an Authorised Company. Read the annual obligations of an Authorised Company once so you know what falls on the provider and what falls on you.

If you would like a licensed provider to look at your situation, you can use the contact form and describe the company, the date you noticed the problem and what you already have.