Company Dissolution & Liquidation in Mauritius
Orderly closure of Mauritius companies through voluntary winding up, strike-off or deregistration — handled professionally and in full compliance with Mauritius law.
When a Mauritius company has served its purpose, it must be formally dissolved to eliminate ongoing compliance obligations, annual fees and potential liability exposure. Leaving a dormant company on the register is not a cost-free option: annual returns must still be filed, FSC licence fees continue to accrue and the company's directors and beneficial owners remain subject to regulatory obligations. Mauritius offers two principal routes to terminating a company: voluntary winding up (liquidation), which is appropriate where the company has assets to distribute or creditors to settle; and strike-off (deregistration), which is a simpler administrative procedure available to companies that have ceased trading, have no assets or liabilities and meet the relevant criteria. Both processes require careful preparation of the corporate record and completion of tax and regulatory formalities before the company is formally removed from the register.
Dissolution methods
Voluntary Winding Up (Members' Voluntary Liquidation)
A solvent company that wishes to wind up its affairs distributes its assets to shareholders and formally terminates through a members' voluntary liquidation. This requires the directors to make a statutory solvency declaration, the appointment of a licensed insolvency practitioner as liquidator, realisation and distribution of assets, settlement of all liabilities, and final deregistration with the Registrar of Companies. This process is more formal but provides maximum protection against future claims.
Strike-Off (Administrative Deregistration)
A company that has ceased trading, has no assets and no outstanding liabilities (including tax obligations) can apply to the Registrar of Companies to be struck off the register. This is a simpler and lower-cost procedure than a full winding up. The company must confirm it has no pending litigation, no creditors and no undischarged tax obligations. The FSC licence must also be surrendered before the strike-off is completed.
Compulsory Winding Up
A court-ordered winding up can be initiated by creditors, shareholders or regulators where a company is insolvent or has failed to comply with statutory obligations. This is an adversarial process with significant legal and reputational consequences. Our services focus on voluntary dissolution — if compulsory winding up is a risk, clients should seek specialist legal advice at the earliest opportunity.
FSC Licence Surrender
Before a GBC or Authorised Company can be dissolved or struck off, its FSC licence must be formally surrendered. This involves submitting a licence surrender application, demonstrating that all regulatory obligations have been met, settling any outstanding FSC fees and providing evidence that the company has ceased all licensable activities. The FSC may require audited final accounts and tax clearance.
Dissolution process
Pre-dissolution compliance review
We review the company's statutory records, outstanding tax filings, FSC obligations and financial position to identify all steps required before dissolution can proceed. Any arrears in annual returns, unpaid fees or outstanding filings must be resolved first.
Tax clearance and final accounts
We prepare final financial statements and obtain tax clearance from the Mauritius Revenue Authority. For a GBC, all corporate tax returns must be filed and any outstanding tax liabilities settled before the FSC will accept a licence surrender application.
FSC licence surrender
We prepare and submit the licence surrender application to the FSC, together with supporting documentation confirming cessation of business, settlement of regulatory fees and final accounts. The FSC acknowledges the surrender and notifies the Registrar of Companies.
Strike-off or winding up
For a strike-off, we file the application with the Registrar of Companies and manage the process through to formal removal from the register. For a winding up, we coordinate with the appointed liquidator through the statutory liquidation process, including publication requirements and final deregistration.
Key requirements for dissolution
- All annual returns and regulatory filings must be up to date
- All FSC licence fees and government charges must be settled
- Final audited financial statements prepared (for winding up)
- Tax clearance obtained from the Mauritius Revenue Authority
- FSC licence formally surrendered before deregistration
- Confirmation of no outstanding litigation or creditor claims
- Board and shareholder resolutions authorising the dissolution
Indicative costs
| البند | النطاق الاستدلالي |
|---|---|
| Strike-off (administrative deregistration, company in good standing) | USD 1,500 – 3,000 (professional fees) |
| Members' voluntary liquidation (solvent company) | USD 4,000 – 10,000+ depending on complexity |
| Catch-up compliance (outstanding filings and arrears) | Quoted separately based on scope |
| Final audit (where required) | USD 1,500 – 4,000 |