Power of Attorney for an Offshore Company: When and How

A power of attorney offshore company owners use is a written authority that lets a named person act for the company in defined matters. It is the usual answer to a practical problem: the owner cannot be present every time a document must be signed, a contract accepted or an instruction given to a bank.

It is also easy to misuse. A power of attorney is a delegation, not a transfer of ownership or of the board's duties, and banks, counterparties and regulators each look at it differently. This guide sets out the principles for an Authorised Company in Mauritius. The right wording always depends on your facts, so have it drafted or reviewed by a qualified adviser.

What a power of attorney is, and what it is not

A power of attorney is a document in which the company (the principal) authorises another person (the attorney or agent) to perform specified acts in its name. The acts then bind the company, provided the agent stays within the authority granted.

Three points are often confused:

• It is not a directorship. The agent does not sit on the board, owes no statutory director's duties by virtue of the document alone, and does not appear as a director on the company's records. How many directors you need is covered in how many directors an offshore company needs.
• It is not share ownership. Nothing in a power of attorney moves shares or beneficial ownership. Transfers follow their own route, described in transferring ownership of an offshore company.
• It is not a bank mandate. A bank has its own signatory forms. A power of attorney may support a banking relationship, but the bank decides whether it accepts it.

Why companies grant one

The typical reasons are ordinary ones:

• the owner travels or lives in a different time zone and needs a trusted person to sign routine documents;
• a spouse, colleague or accountant needs to sign supplier agreements or tax-related paperwork;
• a business partner must be able to run a defined project, such as a marketplace account or a lease for equipment;
• a lawyer or other professional is mandated for a single transaction, such as a share transfer or a property-related formality.

If your main concern is running the company from another country, read managing an Authorised Company from abroad first. A power of attorney is only one tool among several there, and it should not replace proper board decisions.

General and specific authority

The scope of the document drives most of the risk.

A short, specific document is usually easier to defend than a broad one. If you do need continuing authority, list the acts expressly rather than relying on general words, and state a start date, an end date and conditions for revocation.

Where a power of attorney stops

The Authorised Company regime sets boundaries that no private document can remove.

Central management and control must stay outside Mauritius

The company applies for its status as a company whose central management and control sit outside Mauritius, with its business conducted mainly outside the country (section 71A(1) of the Financial Services Act). A power of attorney should not create a situation in which real decision-making moves to Mauritius or to another place where it could create a taxable presence. If an agent in one country signs every contract and negotiates every term, the company may look as if it is run from that country. The issue is explained in permanent establishment risk for an offshore company. This is a question of fact, so the analysis belongs with a qualified adviser.

Prohibited activities remain prohibited

An Authorised Company generally cannot carry on the activities listed in the Fourth Schedule of the Financial Services Act. Those are banking; managing or administering a collective investment fund or scheme as a professional; financial services; company headquarters, nominee, director or secretarial services for companies; and professional trusteeship (section 71A(4)), subject to any exception in the FSC Rules. Delegating the signature does not change what the company is permitted to do. An agent who signs a contract for a prohibited activity exposes the company, and potentially the agent, to the consequences of operating outside the authorisation. More on this in limits of an Authorised Company.

Statutory duties stay with the company

The company must keep a registered agent in Mauritius, which must be an FSC-licensed corporate service provider (Management Licence) (section 71A(7)(a)). The registered agent handles, among other things, the filing of required returns and documents, the passing on of communications with the FSC, the Mauritius Revenue Authority and the Registrar, anti-money laundering and countering the financing of terrorism measures, and the keeping of records such as minutes and resolutions (section 71A(8)). A private power of attorney does not replace any of that. It also means the registered agent may ask to see any power of attorney that affects what the company signs. Background on this role is in the FSC-licensed corporate service provider (Management Licence) behind your Authorised Company.

Beneficial ownership still has to be recorded

Every Mauritian company must identify its beneficial owner and any nominee and record them in a separate register, with full name and residential address, identity or passport number, nationality and the holding structure that identifies the ultimate beneficial owner (Companies Act 2001, section 91(3A)). Naming an agent does not alter who the beneficial owner is. The Registrar of Companies keeps a Beneficial Ownership Register that is accessible to competent authorities and prescribed public authorities; the Companies Act does not describe it as a public register.

Power of attorney and the bank

This is where most owners meet resistance. A bank account is a contract between the bank and the company, and the bank sets its own rules on who may give instructions.

Authorised signatory and power of attorney are different things

An authorised signatory is a person named on the bank's mandate, with a specimen signature and identity checks. An agent under a power of attorney acts under a separate legal document, which the bank may or may not accept. Many banks prefer a signatory form and treat a power of attorney as a secondary route, especially when the agent lives abroad or acts for a company with a layered structure.

When you want to delegate signing authority at a bank, expect questions such as:

• Who is the agent, and what is their relationship with the owner?
• Is the authority general or limited to certain transactions or amounts?
• Is it signed, dated, witnessed or notarised as the bank requires?
• Is it recent enough, and has it been revoked?
• Does it come with the same identity and source-of-funds checks that apply to a director or owner?

Banks run full due diligence on the company, its owner and its signatories. A broad document in favour of an unknown person is a common reason for delay or refusal. The reasons accounts get refused more generally are discussed in why banks refuse offshore company accounts, and the options are in banking options for an offshore company.

A related rule for Global Business Corporations

For the Global Business Corporation (a different type of entity, covered elsewhere), the law now requires bank accounts to be operated under a signatory arrangement that follows FSC guidelines, a criterion in force from 1 September 2026 (section 71(3)(b)(vi) of the Financial Services Act). Authorised Companies are not caught by that provision, but it shows the regulator's direction: who can move money is a matter of regulatory interest, not just private convenience. Treat signatory design with the same care.

A decision path before you sign

Use the following path as a first screen. It is not advice and it cannot replace a review of your documents.

How to put one in place

The company's constitution may impose conditions on delegation, so read it before drafting. A board resolution authorising the grant belongs in the company records, where the registered agent can see it.

Risks and how to limit them

Checklist before granting a power of attorney

• Identify the exact acts the agent will perform
• Choose a start date, an end date and revocation conditions
• Check the constitution for limits on delegation
• Record a board resolution authorising the grant
• Confirm that none of the acts relate to a Fourth Schedule activity
• Ask the bank whether it accepts a power of attorney or requires its own signatory forms
• Complete identity and due diligence checks on the agent
• Send a copy to the registered agent
• Diarise a review date and a process for revocation
• Keep a log of acts carried out under the document

When selecting the provider that acts as registered agent, the questions to ask an offshore FSC-licensed corporate service provider (Management Licence) can help you test how it handles delegated authority.