Registrar and transfer agent · Special Licences

FSC · FS-1.5 · Licence

1. RegisterCo’s shop

RegisterCo will maintain the unit-holder register of a Mauritius CIS and process subscriptions and redemptions on the manager’s instructions. It keeps the names. It does not keep the securities.

That shop is FS-1.5 Registrar and Transfer Agent. Second Schedule Part I lists “Registrar and transfer agent”. The function is record-keeping, not custody of assets.

The three facts that have to stay true:

1. Keeping the register is not holding the scheme’s securities as custodian. 2. A transfer-agency mandate is not a CIS administrator approval. 3. The CIS itself still needs its own authorisation. RegisterCo’s letter does not authorise the fund.

Financial Services Act section 2: “financial services” means any financial services or financial business activities governed by the relevant Acts, and includes the financial business activities specified in Part I of the Second Schedule.

Financial Services Act 2007, Section 14 · Second Schedule Part I. See the register note · Open the published text ↗.

2. A week with the domestic CIS register

Monday. The CIS manager sends the first subscriber list. RegisterCo opens the register in the scheme’s name, not in RegisterCo’s house account.

Tuesday. A redemption instruction arrives. RegisterCo updates the register and tells the manager and the custodian. It does not move the securities.

Wednesday. A subscriber asks RegisterCo to “look after the certificates in the safe.” That is custody. RegisterCo says no.

Thursday. The IT control report is filed: access rights, reconciliation to the manager’s order log, and dual authorisation on transfers.

Friday. The weekly movement report goes out. That report is part of the shop. It is not a prospecting document.

The other files on this desk should look like that first one: a named person, a specified activity, and a letter that matches the work. That is what FS-1.5 is used for. The Act matters when RegisterCo applies, when the Commission writes conditions onto the letter, and when the same promoter telephones with a different idea.

3. What the same promoter asks next

The facts are fictional. The method is the course: keep the shop you have just watched, and ask which desk is now doing the work.

This licence

Keep the unit-holder register of a Mauritius CIS

RegisterCo will process subscriptions and redemptions on the manager’s instructions. The CIS itself is separately authorised.

Why it fits. That is the transfer-agency book. The CIS still needs SEC-3.1 authorisation.

Different paper

Safekeep the scheme’s securities

The promoter wants the registrar to hold the share certificates “because they already have the names.”

Why it does not. Custody of CIS property is SEC-4.1. Non-CIS custody is FS-1.7. Neither is this letter.

Different paper

Act as CIS administrator

NAV calculation, fund accounting and the register in one shop, on the FS-1.5 letter.

Why it does not. A CIS administrator is an approval under the Securities Act (SEC-4.3). Register-keeping is not that approval.

The promoter asks RegisterCo to…	This licence?	Why
Keep the unit-holder register of a Mauritius CIS	Yes	That is the transfer-agency book. The CIS still needs SEC-3.1 authorisation.
Safekeep the scheme’s securities	No	Custody of CIS property is SEC-4.1. Non-CIS custody is FS-1.7. Neither is this letter.
Act as CIS administrator	No	A CIS administrator is an approval under the Securities Act (SEC-4.3). Register-keeping is not that approval.

4. Papers that sit beside this one

Not a CIS custodian (SEC-4.1), not a CIS administrator approval (SEC-4.3), and not a reporting issuer (SEC-4.4). Transfer-agency agreements and IT controls belong in the application file.

Neighbouring codes have their own chapters. Do not import their books into this letter.

5. The letter and the file

A section 14 applicant with register systems, reconciliation controls and identified officers. Section 18(1) conditions on the licence letter remain the operational limit.

Permitted activities — the sections

Second Schedule Part I lists “Registrar and transfer agent” as a financial business activity. The Schedule names the activity; it does not add a further statutory definition of the book of business. What is permitted is the business activity specified on the licence under section 18(1), read with any FSC Rules and the published criteria for this code.

The Act names the activity and does not further define the register-keeping book. A transfer-agency mandate specified on the licence is not CIS custody (Securities Act section 100), not a CIS administrator approval (section 99) and not reporting-issuer registration (section 86).

Licensing conditions — the sections

Section 14(1): “No person shall carry out, or hold himself out as carrying out, in Mauritius any financial services without a licence issued by the Commission.” Section 14(2): contravention is an offence, a fine not exceeding one million rupees and imprisonment for a term not exceeding 8 years.

Section 16(1): an application must be in such form and manner as FSC Rules specify and accompanied by “(a) a business plan or feasibility study outlining the proposed business activity of the applicant; (b) particulars and information relating to customer due diligence verification of promoters, beneficial owners, controllers and proposed directors …; (c) such fees as may be specified in FSC Rules; and (d) such other information as may be specified in FSC Rules or otherwise required by the Commission”.

Section 18(1): the Commission may issue a licence “authorising the applicant to carry out the business activity specified in the licence on such terms and conditions as may be specified in FSC Rules or as it deems appropriate in the circumstances.” Section 18(2) forbids a grant unless, among other things, the application complies with the law, the applicant has “adequate resources, infrastructure, staff with the appropriate competence, experience and proficiency”, adequate arrangements to supervise everything done under the licence, fit-and-proper controllers and beneficial owners, and “no prejudice would be caused or would ensue to the financial services industry”. Section 18(3): the holder “shall, at all times, continue to satisfy the requirements specified in subsection (2)”.

Section 25: the Commission may, by written notice, vary a licence. It must not restrict the authorised activity or include further conditions unless it has notified the licensee of the proposal and the reasons and given a reasonable opportunity to make representations.

Part V ongoing obligations of licensees still attach: record keeping (section 29) and audited financial statements (section 30), unless a specific exemption is granted. A circular or a criteria PDF does not rewrite those sections.

FS-1.5 criteria on the directory. Transfer-agency agreements and IT controls belong in the application file. Section 18(1) conditions on the licence letter remain the operational limit.

Who may hold it. A section 14 applicant with register systems, reconciliation controls and identified officers able to meet section 18(2).

Published criteria. Published licensing criteria on the FSC codified list (consolidation as at 1 July 2026) are guidance. They neither derogate from nor restrict the Commission’s statutory powers, and they must be read with the relevant Act, rules, codes and circulars. FS-1.5 criteria on the directory. Transfer-agency agreements and IT controls belong in the application file.

Rules, codes and circulars. CL20260107 for fees. Securities record-keeping rules remain in the Securities Act framework where the issuer or scheme is a securities product.

6. How to cite FS-1.5

Coordinate	As at 20 September 2026
Directory code	FS-1.5 Registrar and Transfer Agent
Legal nature	Licence
Enabling law	Financial Services Act 2007 · Section 14 · Second Schedule Part I
Fees as at 1 July 2026	Processing fee Rs 10,000 (USD 400). Fixed annual fee Rs 36,000 (USD 1,000). Unless the directory states a different conversion rule, USD figures apply only to an applicant for a Global Business Licence or a corporation holding a Global Business Licence. FSC Circular Letter CL20260107 (1 July 2026) records that the replacement fee schedule operates from 1 July 2026 and that annual fees are due by 30 September 2026. A circular does not rewrite the activity this code authorises.
Status at cut-off	Published directory category as at 1 July 2026.

The structured library card keeps the same coordinates for search. Open FS-1.5 in the reference library.

FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗Register note Financial Services Act 2007 ↗Register note FSC licensing and fees amendment rules 2026 ↗Register note FSC Circular Letter CL20260107 — review of fees and renewal of licences ↗Register note FSC rules and regulations directory ↗Register note Securities Act 2005 ↗Register note

Follow the sources.

Each title opens the published text. The register note records the edition used for this course.

FSC codified list of licences, authorisations, approvals, recognitions and registrations ↗ All published category codes, fees, forms and licensing-criteria columns; consolidation as at 1 July 2026 · Register note
Financial Services Act 2007 ↗ Sections 2, 14, 14A, 16–18, 25, 33, 71A, 72, 77, 77A, 77B, 77C, 78, 79A; Second Schedule Parts I–III; Fifth Schedule · Register note
FSC licensing and fees amendment rules 2026 ↗ Rule 3 and replacement First Schedule; rule 4 commencement · Register note
FSC Circular Letter CL20260107 — review of fees and renewal of licences ↗ 1 July 2026 fee review; annual-fee due date 30 September 2026; FSCOne alternative arrangements · Register note
FSC rules and regulations directory ↗ Consolidated licensing and fees rules; sector-specific rules including Securities (Licensing) Rules and Family Office Rules · Register note
Securities Act 2005 ↗ Sections 9–11, 29–30, 53, 86, 97–101, 155(2)(xc) · Register note

FS-1.5 Registrar and Transfer Agent.

By the end of this chapter