Key Takeaways
- All companies incorporated in Mayotte must register with the Greffe du Tribunal de Commerce and obtain a SIREN number through the Registre du Commerce et des Sociétés, as the territory operates fully under the French Code de commerce.
- Beneficial ownership information must be disclosed in accordance with French anti-money laundering legislation, making UBO filing a mandatory compliance step rather than an optional transparency measure for foreign investors.
- A physical registered office situated within Mayotte is a fixed registration condition, and no remote or virtual address arrangements are accepted under current administrative practice.
- Foreign nationals forming an entity in Mayotte are subject to KYC documentation standards aligned with French regulatory requirements, and incomplete submissions will result in rejection of the registration application by the Tribunal Judiciaire de Mamoudzou.
Incorporation requirements in Mayotte are governed by French commercial law, as the territory is a French overseas department (département et région d'outre-mer) subject to the same legal framework as metropolitan France, including the Code de commerce. Entity formation is overseen by the Greffe du Tribunal de Commerce, which processes registrations and maintains the Registre du Commerce et des Sociétés (RCS).
This article covers the structural, documentary, and compliance-based requirements that apply when forming a business in Mayotte. Failure to satisfy these requirements results in rejection of the registration application or, where applicable, exposure to civil and administrative penalties.
Specific obligations differ depending on the legal form chosen, the sector of activity, and whether the investor is a resident or foreign national. This article is most relevant to foreign entrepreneurs and international businesses seeking to establish a locally registered entity under French commercial law in this jurisdiction.
Minimum Share Capital Requirements in Mayotte
As a French territorial collectivity, Mayotte applies French corporate law, meaning the minimum share capital requirements in Mayotte mirror those established under the French Commercial Code. The Tribunal de Commerce de Mayotte handles company registration, and capital conditions are assessed as part of the formal incorporation process.
Paid-up capital must be deposited into a blocked bank account before the entity is registered. Once the Kbis extract is issued by the Greffe du Tribunal de Commerce, the funds are released to the company.
| Parameter | Detail |
|---|---|
| Minimum Authorized Share Capital | EUR 1 for SARL; no statutory minimum for SAS |
| Maximum Authorized Share Capital | No statutory requirement |
| Minimum Paid-Up Capital | EUR 1 for SARL; determined by statuts for SAS |
| Paid-Up Requirement at Incorporation | At least 20% of par value shares must be paid up at incorporation for SARL; SAS follows terms set in the company statuts |
| Accepted Currency | Euro (EUR) |
| Accepted Forms of Contribution | Cash (apports en numéraire); contributions in kind (apports en nature) subject to valuation by a commissaire aux apports |
| Timeframe to Deposit Capital | Prior to filing for registration with the Greffe du Tribunal de Commerce |
The blocked account certificate (attestation de dépôt de fonds) must be obtained before submission of the registration dossier. Registration cannot proceed without it, regardless of the capital amount involved.
Company Secretary Requirements in Mayotte
Mayotte operates under French law as a French overseas département, and there is no standalone company secretary requirement equivalent to those found in common law jurisdictions. That said, company secretary requirements Mayotte businesses must consider relate primarily to the statutory obligations fulfilled by the gérant (manager) or, in larger structures such as a Société Anonyme, designated corporate officers.
Under French commercial law as applied in Mayotte, certain administrative and compliance functions must be assigned to a responsible individual within the entity. These Mayotte corporate secretary obligations include maintaining statutory registers, ensuring timely filings with the Tribunal de Commerce de Mayotte, and managing the convening of general meetings.
Qualification criteria for who may serve in this capacity include:
- Natural persons of legal age; minors and individuals under legal guardianship are excluded.
- No prior disqualification from company management by a French court order.
- Corporate entities may fulfill administrative roles in some structures, subject to French commercial law conditions.
- No mandatory professional licensing is required for the role itself.
- Residency in Mayotte or France is not a statutory requirement for appointment.
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Registered Office Requirements in Mayotte
Registered office requirements in Mayotte are governed by French corporate law as extended to the territory, requiring every company to maintain a designated siege social that serves as its official legal address for correspondence with public authorities and the Tribunal de Commerce de Mayotte. Using a non-compliant or fictitious address can result in the rejection of registration filings or the administrative dissolution of the entity.
- A physical address within Mayotte is required; a postal box alone does not satisfy the siege social obligation.
- Virtual office addresses are generally permissible provided the service includes a genuine physical premises that can receive official legal correspondence.
- The address must be locally based within Mayotte; a metropolitan France address does not satisfy the territorial requirement.
- Supporting documentation, such as a lease agreement, title deed, or a domiciliation contract with a licensed provider, must be submitted to the Greffe du Tribunal de Commerce de Mayotte at registration.
- The registered address is publicly listed on the Registre du Commerce et des Sociétés (RCS) and is accessible to third parties.
- Any change to the registered address requires a formal notification and an amendment filing with the RCS, accompanied by updated supporting documentation.
Director Requirements in Mayotte
Directeur requirements in Mayotte company formation follow French corporate law, as the territory operates under the French legal framework administered through local courts and the Greffe du Tribunal de Commerce. Upon appointment, a gérant assumes personal liability for managerial misconduct, breaches of company statutes, and violations of applicable French commercial code provisions.
| Parameter | Detail |
|---|---|
| Minimum Number of Directors | One gérant is required for a SARL; an SAS requires at least one président. |
| Maximum Number of Directors | No statutory maximum is prescribed for most standard entity types. |
| Local/Resident Director Required | No statutory requirement for local or Mayotte-resident directorship exists. |
| Nationality Restrictions | No nationality restrictions apply, though non-EU directors may require a valid work authorization. |
| Minimum Age Requirement | Directors must be at least 18 years of age under French civil law. |
| Corporate Directors Permitted | Legal entities may serve as directors in an SAS, but not as gérant in a SARL. |
| Director Must Be a Shareholder | No statutory requirement; a gérant need not hold shares in the company. |
| Publicly Listed on Registry | Director identities are filed with and publicly accessible through the Greffe du Tribunal de Commerce. |
| Disqualification Conditions | Prior bankruptcy, criminal convictions for economic offences, or judicial prohibition under French commercial law result in disqualification. |
A non-French, non-EU national can serve as sole gérant of a Mayotte SARL without any local residency requirement, yet still needs a French business visa or residence permit to physically manage operations on the island.
Shareholder Requirements in Mayotte
A Mayotte SARL requires a minimum of one shareholder and permits up to 100 associés. A single-member structure, known as an EURL, is a recognized legal form under French commercial law as applied in the département.
Nationality and Residency Restrictions
Meeting the shareholder requirements Mayotte company law imposes does not require shareholders to hold French nationality or reside locally. Foreign nationals may hold 100% of the share capital without restriction.
Corporate Shareholders
Legal entities may act as shareholders in a SARL. The corporate shareholder must be properly constituted under its home jurisdiction's law and provide supporting documentation during the formation process.
Shareholder Liability
Each associé's liability is limited to their capital contribution. Exceptions exist where courts pierce the corporate veil due to asset commingling or fraudulent conduct.
Register of Shareholders
A register of associés must be maintained at the registered office. This document records transfers and is not publicly accessible, though updates are required following any change in ownership.
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UBO / Beneficial Ownership Disclosure Requirements in Mayotte
As a French overseas collectivity, beneficial ownership disclosure Mayotte follows the framework established under French law, specifically the provisions of the Code monétaire et financier (Articles L. 561-2 and following) transposed from the EU's Fourth and Fifth Anti-Money Laundering Directives. A beneficial owner is any natural person holding, directly or indirectly, more than 25% of the capital or voting rights of a legal entity.
- Identify all natural persons meeting the 25% ownership or control threshold prior to registration.
- Submit a déclaration des bénéficiaires effectifs to the greffe du tribunal de commerce at the time of incorporation.
- File any subsequent changes within 30 days of the triggering event.
- Retain supporting documentation internally for at least five years.
| Parameter | Detail |
|---|---|
| Ownership Threshold for UBO Status | More than 25% of capital or voting rights |
| Filing Authority | Greffe du tribunal de commerce |
| Disclosure Deadline at Incorporation | Filed concurrently with company registration |
| Publicly Accessible Register | Yes, via the Registre du Commerce et des Sociétés (RCS) |
| Penalties for Non-Disclosure | Criminal and civil sanctions under French law, including fines |
| Ongoing Update Obligation | Yes, within 30 days of any change |
KYC / Document Requirements in Mayotte
KYC document requirements Mayotte are governed by French AML legislation transposed into local law, given Mayotte's status as a French overseas department subject to the Code monétaire et financier; the relevant supervisory authority is Tracfin, France's financial intelligence unit.
Individual / Personal Documents
- Valid government-issued photo identity document (passport or national identity card)
- Proof of residential address dated within three months (utility bill or bank statement)
- Completed and signed KYC declaration form identifying the individual's role in the entity
- Recent curriculum vitae where the registrar requests evidence of professional background
Corporate Documents
- Certificate of incorporation or equivalent constitutional document for the corporate shareholder or director
- Articles of association or statutes in their current, up-to-date form
- Register of directors confirming the authorised signatories of the corporate entity
- Proof of registered office address for the corporate entity
Source of Funds Documentation
- Recent bank statements covering a minimum of three months prior to incorporation
- Audited financial accounts where the subscribing entity has an established trading history
- Signed declaration of the origin of funds if no formal accounts are available
Notarisation and Apostille Requirements
- Documents originating outside France must generally bear an apostille under the 1961 Hague Convention
- Non-French documents require a certified French translation prepared by a sworn translator
- Notarisation requirements follow standard French civil law practice applied in the department
Unsigned or undated proof-of-address documents are the most frequent cause of registration delays at the Greffe du Tribunal de Commerce de Mayotte.
Company Name Requirements in Mayotte
Proposed company name requirements Mayotte follow the same approval framework applied across French territorial law, where names are assessed for availability and distinctiveness before registration is confirmed.
As a French overseas department, the entity's legal suffix must reflect its chosen structure, such as SARL or SAS, and the name itself must be written in French or be otherwise acceptable under French administrative practice.
Certain words are prohibited or require prior authorisation, including terms that imply a state institution, regulated profession, or protected designation without the appropriate licensing or accreditation.
Name reservation is available through the relevant commercial registry process, providing a period of exclusivity before final incorporation documents are filed.
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Conclusion
Mayotte company incorporation regulations follow the French legal framework, applied through local administrative structures including the Tribunal Judiciaire de Mamoudzou, which oversees commercial registration via the SIREN system. Among the requirements covered, UBO disclosure obligations and KYC documentation standards carry particular weight for foreign investors, given their direct connection to French anti-money laundering legislation. Registered office placement within the territory is also a fixed condition with no remote or virtual exceptions under current practice. Once these requirements are understood, a foreign investor can begin structuring an entry approach that accounts for both metropolitan French law and Mayotte's specific administrative realities.
Expanship's Corporate Formation Services in Mayotte
Expanship's Mayotte corporate formation services are built around the specific regulatory demands that French departmental law imposes on businesses incorporating here, from UBO disclosure obligations under French AML directives to the registered office and capital requirements that apply to Mayotte-based entities. Our role is to reduce the administrative weight these requirements place on your team, particularly where French-language documentation and local government liaison create friction for international founders.
Beyond formation, Expanship supports your business across the full compliance cycle.
- We prepare and file all incorporation documents with the relevant Mayotte commercial registry.
- Our registered agent and office provision satisfies local presence requirements from day one.
- We handle direct liaison with French departmental authorities and regulatory bodies on your behalf.
- Post-incorporation compliance management keeps your entity in good standing over time.
- Banking introduction assistance connects your firm with suitable financial institutions.
- We also manage tax registration and coordination with local fiscal authorities.
To discuss your requirements, contact Expanship Mayotte.
Frequently Asked Questions (FAQ)
A non-resident can serve as the sole director of a Mayotte-registered entity, as French law does not impose a residency requirement for directors of an SARL or SAS. However, if the director is a non-EU national conducting management activities physically within Mayotte, a valid work authorization may be required under French immigration rules applicable to the département.
Failure to file or update beneficial ownership information in the Registre des Bénéficiaires Effectifs can result in criminal penalties under French law, including fines of up to €7,500 for individuals and €37,500 for legal entities, along with potential imprisonment for repeat or willful non-compliance. The obligation applies to all legal entities registered in Mayotte, with no exemption for foreign-owned structures. Updates must be filed within 30 days of any change in beneficial ownership.
French commercial law, which governs company formation in Mayotte, does not mandate the appointment of a company secretary for standard structures such as the SARL or SAS. Governance obligations are instead fulfilled by the gérant (in an SARL) or by the president and any appointed directors (in an SAS), as defined in the company's statuts. Some larger or more complex structures may include a secretary-general role, but this is a matter of internal governance rather than a statutory requirement.
Foreign shareholders must provide certified identity documentation, proof of address dated within three months, and a clean criminal record certificate, typically apostilled or legalized depending on the issuing country's treaty status with France. For corporate shareholders, a certified copy of the entity's constitutional documents and a certificate of good standing are generally required. These documents must often be accompanied by a sworn French translation if they are issued in a language other than French.
Company name availability is checked through the Institut National de la Propriété Industrielle (INPI) and verified against the Registre du Commerce et des Sociétés (RCS) maintained at the Tribunal de Commerce de Mamoudzou, which handles commercial registrations in Mayotte. The substantive rules governing name distinctiveness and prohibited terms follow the French Commercial Code, so the legal framework is consistent with metropolitan France. The practical processing times and local administrative capacity at the Mamoudzou registry may differ from those in mainland France.
A valid registered office in Mayotte must be a physical address within the territory where official correspondence can be received and legal notices served. French law permits the use of a domiciliation address provided by a registered domiciliation company (société de domiciliation) holding the appropriate authorization, which functions similarly to a virtual office arrangement. The domiciliation agreement must be formalized in writing and its details filed with the RCS at the time of incorporation.
Legal Disclaimer
The information provided in this article is for general informational purposes only and does not constitute legal, tax, or professional advice. While we strive to ensure the accuracy and timeliness of the content, laws and regulations are subject to change, and the application of laws can vary widely based on specific facts and circumstances.
Readers should not act upon this information without seeking professional counsel tailored to their individual situation. Expanship and its authors disclaim any liability for actions taken or not taken based on the content of this article.
For specific advice regarding your business setup, compliance requirements, or any legal matters, please consult with qualified legal and tax professionals in the relevant jurisdiction.
