Constitution of an Authorised Company

The authorised company constitution is the internal rulebook of your Mauritian company. It records who may issue and hold shares, what the directors may do on their own, and how the owners take decisions. Many owners accept the template supplied with their incorporation package and never read it. That is understandable, but the document governs the company every day, and it is much cheaper to fit it to your plans at the start than to repair it later.

This page explains the typical content of an offshore company constitution in Mauritius, the clauses that can reasonably be adapted, and the mistakes that cause trouble with banks, partners or advisers. It describes how the filing of the document with the Registrar works only in passing, because that is a separate subject.

What the constitution is, and what it is not

An Authorised Company is an ordinary company incorporated under the Companies Act that has also obtained an authorisation from the Financial Services Commission (FSC) under section 71A of the Financial Services Act 2007. The authorisation deals with the company's regulatory status. The constitution deals with its internal life. The two are different layers and should not be confused.

In practice:

• The constitution answers questions such as "who can appoint a director?" or "can shares be transferred freely?".
• The authorisation conditions answer questions such as "may this company operate from Mauritius?" or "which activities are excluded?".

A clause in the constitution cannot override the statute. If the constitution says the directors may run the company from Port Louis, the legal requirement that the central management and control sit outside Mauritius is not changed by that sentence. Reading the two together is the only safe approach, and the requirements for an Authorised Company page sets out the statutory side.

What a constitution typically contains

Constitutions differ in length and style, but most cover the same ground.

Name and purpose

The company's name and, in many drafts, a statement of its objects. A broad statement of objects is common and avoids a later argument about whether a given activity is permitted. A very narrow one can create the opposite problem: a new line of business then calls for an amendment.

Share capital and classes of shares

The constitution describes the shares the company may issue, their classes, and the rights attached to each: voting, dividends, return of capital on winding up. A simple company has a single class of ordinary shares. More elaborate structures create classes with different voting or dividend rights, for example to separate control from economic benefit. The share capital guide explains the practical side, and the limited by shares page compares the share-based form with its alternative.

Directors: appointment, powers and removal

The document says how directors are appointed and removed, what decisions they may take alone, and which decisions need the shareholders. According to the official domestic incorporation page, an Authorised Company needs one director who is not necessarily resident in Mauritius, together with a mandatory registered agent. The constitution can say more about who that director answers to, but not less than the law requires. For the practical question of headcount, see how many directors an offshore company needs.

Meetings and decisions

How a meeting is called, who may attend, what quorum applies, whether written resolutions are allowed, and whether meetings may be held by video link. For owners who live abroad, the last two points are the ones that matter most. A constitution that assumes physical meetings in Mauritius is a poor fit for a business run from another country.

Share transfers and restrictions

Most private companies restrict transfers: the directors may refuse to register a transfer, or the other shareholders have a right of first refusal. This is a core tool for keeping control within a defined group. The transfer of ownership page covers the mechanics of a sale.

Dividends and distributions

The constitution can set out who declares a dividend and on what basis. Whatever it says, the statutory solvency requirements still apply, as explained in paying yourself from an offshore company.

Records, registers and the registered agent

Authorised Companies must have, at all times, a registered agent in Mauritius that is an FSC-licensed corporate service provider (Management Licence). Under section 71A(8) of the Financial Services Act, that agent handles filings, communications with the FSC, the Mauritius Revenue Authority and the Registrar, anti-money-laundering measures and the keeping of records such as minutes and resolutions. Your constitution should therefore be consistent with how your registered agent actually works, a point developed in the corporate service provider behind your company.

What can be customised, and what cannot

The table below summarises the usual split between points left to the owners and points fixed by law. It is a general guide, not advice on any particular company.

The two right-hand rows with regulatory content deserve emphasis. First, an Authorised Company may not carry on the activities listed in the Fourth Schedule of the Financial Services Act, unless the FSC Rules provide an exception. Those include banking, financial services, certain fund management and the professional provision of corporate or trustee services. A constitution whose objects list one of these activities does not make it lawful. Second, the company must keep its central management and control outside Mauritius, which affects how the board is composed and where it meets. See managing an Authorised Company from abroad.

Beneficial ownership and the constitution

Any Mauritian company must identify its beneficial owner at all times and, where relevant, any nominee, and record them in a separate register, under section 91(3A) of the Companies Act 2001 as updated on 15 May 2026. The register holds the full name and residential address, the national identity or passport number, the nationality, and the ownership structure that leads to the ultimate beneficial owner.

This matters for the constitution in two ways. A share-transfer clause that allows transfers without notice to the company creates a risk that the register falls out of date. And a structure with a corporate shareholder needs a clause or a procedure that makes the chain of ownership traceable. The corporate shareholder page looks at that case. The Registrar's register is available to the competent authorities and prescribed public bodies; the Companies Act does not describe it as public.

Where owners often go wrong

These are recurring weak points in constitutions and in the way they are used.

Accepting the template without reading it

A generic constitution is written for the average case. It may give the directors broad powers when you want a veto, or require physical meetings when you will never be in Mauritius. Read it before signing, ask what each clause does, and have the changes drafted properly.

Giving too much control to one person without a plan

A sole owner who is also the only director holds all the power, which is convenient. It is also fragile: if that person becomes unavailable, there is no one to sign. The constitution can provide for an alternate director or for emergency decisions by the shareholders. The one-owner company page discusses this situation.

Copying objects that clash with the regulatory limits

Some templates use wide wording borrowed from other jurisdictions and mention finance, nominee or trust services. In an Authorised Company that wording is at best unhelpful and at worst a sign that the business is trying to do something it cannot do. Align the objects with the permitted business.

Ignoring that the board must act from abroad

If the constitution says the board meets in Mauritius and signs there, while the owner actually decides everything from their home country, the paperwork and the reality diverge. Tax and regulatory questions about where a company is managed depend on facts, not on wording.

Forgetting the constitution when the plan changes

Adding a partner, an investor or a new class of income often calls for new share rights. Owners add the person informally and leave the constitution unchanged. Months later the bank or the investor asks for the corresponding clause and it does not exist.

Confusing the constitution with a shareholder agreement

The constitution binds the company and is the foundation of its formal governance. A private agreement between shareholders can cover more personal points, such as exit rights or deadlock rules. If you rely on the second, check that the first does not contradict it.

Practical steps before you sign

• Ask for the full text of the proposed constitution, not a summary
• Check that the objects match your real activity and do not mention excluded activities
• Confirm how many classes of shares exist and what each carries
• Check the rules on remote meetings and written resolutions
• Verify the transfer restrictions and how they interact with the beneficial ownership register
• Ask who keeps the original and how amendments are handled
• Keep a dated copy with your corporate records

For a wider set of questions to put to the provider, use the checklist of questions to put to a corporate service provider, and for the full process see how to open an offshore company in Mauritius.

How the constitution fits with tax and compliance

The constitution does not determine tax treatment. A company incorporated in Mauritius is resident for tax purposes if it is incorporated there or if its central management and control are there, under section 73 of the Income Tax Act. Section 73A treats a Mauritian-incorporated company as non-resident if it is centrally managed and controlled outside Mauritius, but it must still file a return under section 116. An Authorised Company is also counted among the global business entities in the Income Tax Act.

None of this is changed by wording in the constitution. What the constitution can do is support, or undermine, the facts: where decisions are taken, who takes them and how they are recorded. For the tax position itself, read Authorised Company taxation in Mauritius, and for the yearly tasks, annual obligations of an Authorised Company. Your own tax position depends on your country of residence and needs a professional analysis.