The Registrar of Companies and the Registrar-General

1. Two offices

Tamarind Advisory Ltd is on the register of companies. Meera wants two different answers. She wants to know whether Ravi is still a director and whether last year’s annual return is on the file. She also wants to know whether the bank’s mortgage over the workshop land has been inscribed. Those answers are kept by different officers.

The Registrar of Companies is a public officer (section 10). He may delegate a duty under the Companies Act to a public officer appointed to assist him. He and that staff take the oath in the First Schedule. In practice the office is the Corporate and Business Registration Department, at One Cathedral Square, 16 Jules Koenig Street, Port Louis. The department’s customer charter of 10 August 2026 says that a unit in Rodrigues offers the same kind of service. The Registrar’s purpose under the Companies Act is to keep the registers, to register the documents the Act requires, and to let the public inspect what the Act opens.

The Registrar-General is a different public officer, appointed under the Registrar-General Act. The Conservator of Mortgages is also appointed under that Act. The Registrar-General’s Department, at the Emmanuel Anquetil Building in Port Louis, keeps the repository of registered deeds and of transactions in immovable and movable property. Its published functions are to give a registered deed its date, to record and give publicity to land transactions and to preserve mortgages, and to collect the registration duty and the land taxes on the documents presented for registration. A company search does not do that work. A land search does not show the directors.

Question	Office	Act the student opens
Does Tamarind exist, who are the directors, and is the annual return filed?	Registrar of Companies	Companies Act
Is there a mortgage inscribed on the workshop land?	Registrar-General, through the Conservator of Mortgages	Registrar-General Act, with the Registration Duty Act and the Land (Duties and Taxes) Act for the duty and the tax
The company has created a charge. Have the particulars been filed?	Registrar of Companies, within 28 days of creation	Companies Act, section 127

The same Corporate and Business Registration Department also registers businesses, sociétés, foundations, limited partnerships and limited liability partnerships, and it houses the insolvency service, including the Official Receiver. A search for a société is not a search for Tamarind. The conduct of a liquidation, once the shareholders have put the company into liquidation, is the Insolvency Act.

Companies Act, sections 10 and 11. CBRD customer charter, 10 August 2026. Registrar-General’s Department.

2. What the Registrar of Companies receives

The Registrar keeps the registers he considers necessary, on paper or on an electronic system from which the information can be inspected and reproduced (section 11). He also keeps a Beneficial Ownership Register. That register holds the information the Act requires about beneficial owners and is open to competent authorities and to any other public-sector authority that is prescribed. It is not the public company file.

A document is registered when it is filed in a register he keeps, or when its particulars are entered on that system (section 12). He then issues a written acknowledgement of receipt. He may require the filing to be made through CBRIS, the Companies and Businesses Registration Integrated System, or through another electronic system he approves (section 13). The department’s charter says that a document which is in order may be held for up to 5 working days for verification before it is validated, and that a document which does not comply is rejected with the reasons.

He may refuse a document that is not in the form he has approved, that is not in accordance with the Act, that is not printed or typewritten, that cannot be entered on the register, that is incomplete, that contains matter contrary to law, that contains an error, alteration or erasure, that is not clearly legible, or that ignores a directive he has issued. The refusal is notified within 5 days of the day the document was submitted. He may require an amended document, or a fresh one, within the time he sets. A document sent back inside that time is treated as filed on the day it was first submitted. If it is not sent back in time, it is treated as never filed.

Registration does not decide whether the document is valid, and it does not create a presumption that the information in it is correct.

The filings Tamarind actually makes

Filing	When	What it does on the file
Application for incorporation, with the consents	Before the company exists	The certificate of incorporation is the document that creates the company. The first chapter follows that application.
Reservation of the name	Before incorporation, or before a change of name	The name is available for 6 months from the date in the Registrar’s notice, unless he revokes it sooner. The reservation does not itself incorporate the company (section 34).
Constitution, or a change to it	Within 14 days of adoption, alteration or revocation	The constitution is on the file. Tamarind has none, so this row stays empty until the shareholders adopt one.
Annual return, and a notice of a change of director	As the Act requires for that document	The public file shows who the directors are and whether the return has been submitted.
Particulars of a charge	Within 28 days of creation	The charge is on the company file. That filing is separate from the inscription of a mortgage on the land.
Certificate of the value of non-cash consideration	Within 14 days of signature	If the Registrar is dissatisfied with the value, he may refer it to the Registrar-General for assessment (section 57).

Meera reserves “Tamarind Advisory Ltd” on 1 March. The notice makes the name available for 6 months from 1 March, so the reservation runs to 1 September. An incorporation application lodged on 2 September is outside that reservation. The March notice is not a certificate of incorporation.

The department’s charter of 10 August 2026 states that yearly registration fees for companies are collected from 3 January to 20 January inclusive, and that a higher rate applies after 20 January. The same charter states that, where the prescribed forms are complete, a company is incorporated within half an hour of submission. A company that needs a Financial Services Commission approval before it can be incorporated is outside that half hour.

A person who, as a business, helps others to incorporate, provides directors or a registered office, or acts as a nominee shareholder, registers with this Registrar as a company service provider before doing that work (section 167A). Meera, acting only as Tamarind’s own director, is not in that business. The fine for failing to register does not exceed Rs 200,000. A secretary whose firm the Registrar has approved under section 164 does not register again. The holder of a management licence under Financial Services Act section 77 does not register again as a company service provider.

Companies Act, sections 11, 12, 13, 34, 57, 127, 164 and 167A. Financial Services Act, section 77. CBRD customer charter, 10 August 2026.

3. What he issues

On the company file, the documents a third person is most likely to be shown are these.

The certificate of incorporation is issued when the company is registered. It is the document that brings Tamarind into existence. A later search can ask for another certificate of incorporation (section 14).

The certificate of current standing is issued, under the Registrar’s hand and seal, when any person asks and the Registrar is satisfied that the name is on the register (section 346). It states whether the company has submitted articles of merger or consolidation, or articles of arrangement, that are not yet effective, and whether it has submitted its annual return and any other document required to be filed. A lender who asks for it is asking whether the name is still on the register and which of those filings are outstanding. The lender is not asking for a new company.

A certified copy or extract is issued on payment of the prescribed fee. A copy the Registrar certifies as a true copy is admissible in evidence to the same extent as the original. The department’s charter states that an uncertified copy is delivered within 2 working days, and a certified copy within 3 working days, after the fee is paid. A request from a government agency is free.

A certificate of amalgamation is the document the amalgamations chapter uses as the moment the amalgamated company continues. Where property must be shown in another register under the amalgamated company’s name, section 251 allows the amalgamated company to present that certificate to the Registrar-General or the Conservator of Mortgages. Those officers are not obliged to change the name in their books merely because the amalgamation has taken effect.

He also issues Practice Directions, published in the Gazette, on the form of notices, the filing procedure, time limits, and the manner of holding a meeting (section 12).

If he refuses a document, or makes another decision under the Act, a person aggrieved may appeal to the Court within 14 days of notification of the decision, or within any further time the Court allows (section 16). Where a filing or a notice is overdue, he may serve a notice requiring the default to be made good within 14 days, and he may then apply to the Court (section 17). To check whether the company is keeping the books the Act requires, he may, on 72 hours’ written notice, call for those books (section 15). Failing to produce them, or obstructing him, is an offence with a fine not exceeding Rs 200,000.

Companies Act, sections 12, 14, 15, 16, 17, 25, 251 and 346.

4. How to search the company

Any person may, on payment of the prescribed fee and during the hours the Registrar decides, inspect a document on a register he keeps and the particulars that have been entered, other than a usual residential address where a service address is recorded (section 14). The person may also ask for a certificate of incorporation, a copy, or an extract.

For an ordinary company such as Tamarind, the department’s charter of 10 August 2026 describes two ways in. In the search room at One Cathedral Square, a person may consult the company file, or the computer terminals, on payment of Rs 100 per entity. An extract of the company file is also published online free of charge, and CBRIS provides a summarised company search. The information the charter lists as available includes the date of incorporation, the constitutive documents, the financial statements, the lists of shareholders and directors, and the nature and place of business.

The beneficial-owner information that section 91(3)(a)(ii) places on the share register, where shares are held by a nominee, is not disclosed on that public search unless the beneficial owner or the ultimate beneficial owner requires it, an investigation or enquiry requires it, or a court or the Judge in Chambers orders it. The Beneficial Ownership Register itself is for competent authorities.

A Global Business company is a narrower search

Section 14 does not open the full file of a private company that holds a Global Business Licence, or of an Authorised Company, to a member of the public. A shareholder, an officer, the management company or the registered agent may use the ordinary inspection. Anyone else, on payment of the prescribed fee, may obtain the name and registered office, the name and address of the management company or registered agent, proof of incorporation, the legal form and status, the basic regulating powers, and the list of directors. Tamarind holds neither permission, so Meera’s search of Tamarind is the ordinary file, not that shorter list. The global-business chapter is where those permissions are explained.

In practice: for “is this company still on the register, and who are the directors?”, start with the free online extract. For a certified copy to put in evidence, apply under section 14 and allow the 3 working days the charter states.

Companies Act, sections 11, 14 and 91. CBRD customer charter, 10 August 2026.

5. How to search the land

The mortgage over the workshop is inscribed with the Conservator of Mortgages. That record is at the Registrar-General’s Department. The department’s published answers say that a search can be made in the search room, or online through the Mauritius eRegistry System for the online search service and for published deeds. A search in the records in the custody of the Conservator of Mortgages is published at Rs 200 per person per day, or per part of a day. A search report covers the history of ownership and the registered burdens: mortgages, charges, liens and other inscribed rights.

Meera can hold both results on the same morning. The company file shows that the particulars of the charge were filed with the Registrar of Companies within 28 days. The land search shows that the mortgage is inscribed against the workshop. One result does not stand in for the other. If the particulars were filed and the mortgage was never inscribed, the company file and the land register tell different stories, and she needs both.

Where shares are credited as paid up otherwise than in cash, the board’s certificate of value is delivered to the Registrar of Companies within 14 days. If he is dissatisfied with the value, he may refer the assessment to the Registrar-General (section 57). That referral is a valuation. It is not a search of the company file.

Companies Act, sections 57 and 127. Registrar-General’s Department, published answers.

6. A filing both directors know to be wrong

A person who, in a document required under the Act, knowingly makes or authorises a statement that is false or misleading in a material particular, or knowingly omits a matter so that the document is false or misleading, commits an offence. On conviction the penalty is a fine not exceeding Rs 1,000,000 and imprisonment for a term not exceeding 5 years (section 332).

The annual return states that Ravi has resigned. Both Meera and Ravi know he has not. The Registrar’s registration of that return does not make the statement correct, because section 12 creates no presumption of correctness. The offence is the knowing false statement. Where a director is charged with an offence about a duty imposed on the board, it is a defence to prove that the board, or the director, took all reasonable and proper steps to comply, or that the director could not reasonably have been expected to take those steps (section 331). Signing a return both directors know to be wrong is not that proof.

Companies Act, sections 12, 331 and 332.

What you should now be able to explain

The Registrar of Companies, at the Corporate and Business Registration Department, keeps Tamarind’s file under the Companies Act and issues the certificate of incorporation, the certificate of current standing, and certified copies. A reserved name lasts six months and does not create the company. Registering a document does not make its contents true. An ordinary company file can be read from the free online extract or, in the search room, for Rs 100. A public search of a private company with a Global Business Licence, or of an Authorised Company, is the shorter list in section 14. The Registrar-General registers deeds and, through the Conservator of Mortgages, the burdens on land. The mortgage on the workshop is searched there, not on the company file.

The case studies put a longer set of facts against the rules the earlier chapters used.