Share Capital of an Authorised Company

Authorised company share capital is one of the first decisions a founder makes, and one of the most misunderstood. The word "authorised" in the name refers to the authorisation granted by the Financial Services Commission (FSC), not to a capital figure. The shares, the currency and the amount of capital are separate choices, recorded in the company's constitution and in the application filed on its behalf.

This page covers how shares and capital are usually structured when a company is set up, and what founders tend to choose. It does not deal with changes to capital later in the company's life. It gives general information, not advice: the right set-up depends on your activity, your home country and your bank.

Share capital in an Authorised Company: the basics

An Authorised Company is first a company incorporated under the Companies Act. It then needs an authorisation from the FSC under section 71A of the Financial Services Act 2007. The Companies Act framework therefore governs what a share is, who holds it and how it is recorded, while the authorisation adds conditions about control, activities and the local agent.

Three notions are worth separating from the start:

• Shares are the units of ownership. They carry rights, such as voting and dividends, defined in the constitution.
• Share capital is the value subscribed by the shareholders in exchange for those shares.
• Currency is the unit in which that value is expressed in the company's records.

None of these is the same thing as the regulatory fees paid to the FSC or the Registrar of Companies. Fees are paid by the company; capital is the money or value the owners commit to it. Mixing the two is a frequent beginner's error.

Who may hold the shares

The authorisation route is built around ownership and control. Under section 71A(1) of the Financial Services Act, a company incorporated under the Companies Act must apply for authorisation where a majority of its shares or voting rights is held or controlled by a person who is not a Mauritian citizen, where it conducts its business mainly outside Mauritius, and where its central management and control are outside Mauritius.

In practice this means the share register of an Authorised Company is expected to show foreign ownership. If you are wondering whether your nationality or residence is an obstacle, see can a foreigner own an Authorised Company. Control is a separate test from ownership: holding the shares does not by itself show that decisions are taken outside Mauritius, and the guide on managing the company from abroad explains that second condition.

Typical choices founders make

Founders of non-resident companies tend to keep the structure simple. The patterns below are common, not required, and each one has consequences you should discuss with your provider.

Number of shareholders

Many founders hold all the shares themselves, which keeps decisions and dividends straightforward. The one-owner Authorised Company describes this set-up. Others bring in a partner or investor, in which case the structure with several shareholders raises questions about voting rights, exits and what happens if the partners disagree.

Number and type of shares

Founders usually issue a small number of ordinary shares of equal rights. Different classes (for example, shares without voting rights) are possible only if the constitution provides for them. Complexity should be justified by a real need, such as a distinction between a working partner and a passive investor, because every additional class must be explained to banks and to the provider's compliance team.

Registered form

Shares in an Authorised Company are recorded in a register in the owner's name. For the position on unnamed shares, read bearer shares and offshore companies.

Currency of the capital

The currency is a practical choice more than a legal one. Founders generally pick the currency in which they expect to invoice and to receive funds, so that the share capital, the bank account and the accounts speak the same language. A mismatch is not forbidden, but it creates conversion differences in the books. If you expect to sell in several currencies, the multi-currency account guide shows how banking can follow that choice.

Amount of capital

The amount founders choose varies widely. Because the sources on which this guide relies do not set out a fixed minimum figure, no number is given here. The amount should be consistent with the planned activity, with what the bank will accept as a reasonable starting point and with the size of the transactions you expect. An amount that looks disconnected from the business can prompt additional questions from the provider and the bank. Ask your provider which figure it applies and why.

Where the figures are decided

Capital and share terms are not improvised at the end of the process. They appear in three places:

1. The constitution, which sets out the shares, their rights and the rules of the company. See the constitution of an Authorised Company.
2. The application for authorisation, filed by the corporate service provider with the information and documents required by the FSC Rules.
3. The company's registers, kept in Mauritius by the registered agent, including the share register and the register of beneficial owners.

The application is not filed by the founder directly. It goes through an FSC-licensed corporate service provider (Management Licence), which then also acts as the company's registered agent in Mauritius. The authorisation is issued by the Chief Executive on behalf of the Commission.

Share capital and the beneficial owner

Whatever the share structure, the company must identify its beneficial owner at all times. Under section 91(3A) of the Companies Act 2001 (as updated on 15 May 2026), a Mauritian company records its beneficial owner and, where relevant, any nominee in a separate register. The register includes:

• full name and residential address;
• national identity or passport number;
• nationality;
• the holding structure that identifies the ultimate beneficial owner.

A layered structure, with a company holding the shares of another, therefore does not hide the individual behind it from the provider and the authorities. The Registrar of Companies maintains 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. Details on what that means for discretion are in is the owner of an offshore company private.

What it costs to set the company up

Capital should not be confused with costs. The figures below are fees, and they are not part of the share capital.

The USD 1,400 figure excludes the USD 65 paid to the Registrar. The first annual fee is prorated according to the quarter in which the authorisation is granted: USD 1,400 (July to September), USD 1,050 (October to December), USD 700 (January to March) and USD 350 (April to June). These amounts come from the Financial Services (Consolidated Licensing and Fees) (Amendment) Rules 2026 (Government Notice No. 119 of 2026), which entered into force on 1 July 2026 and replace the earlier fee scale.

The incorporation figure comes from a Registrar guide dated 4 April 2025, so check it against the current scale when you plan your budget. Your provider will also charge its own service fees, which are not set by law and vary by provider. For the running costs once the company exists, see annual fees to keep an Authorised Company alive.

Timing: when capital matters in the process

Under section 17B of the Financial Services Act, the FSC must grant an application within 10 working days from the date on which it is considered complete. That rule applies to applications for Authorised Company authorisation as well (section 17C), except for applications filed before 1 October 2024. The clock starts only when the file is complete, so the quality of the documents, including the share and capital details, directly affects the timeline.

An application that does not meet the requirements of section 16, or for which the requested information is not supplied to the Commission's satisfaction, is deemed withdrawn (section 17A, in force since 1 October 2024). Information requested by the FSC must be provided within 15 days (section 17(2)). Inconsistent capital details between the constitution, the application and the identity documents are an easy way to trigger such requests. For a realistic view of the whole sequence, see how long it takes to set up an offshore company.

Capital and tax: what to check

The share capital itself does not decide the tax position of the company or of its owner. Two separate points matter.

First, for Mauritian tax purposes, a company incorporated in Mauritius is treated as non-resident under section 73A of the Income Tax Act if it is centrally managed and controlled outside Mauritius, and it must still file an income tax return under section 116. Second, an Authorised Company is a "global business entity" for the Income Tax Act. The company's own position is addressed in Authorised Company taxation in Mauritius.

The tax treatment of the owner depends on the owner's country of residence, not on the capital figure. For that angle, read how the owner of an offshore company is taxed at home.

A short checklist before you fix the structure

• Decide who will hold the shares and in what proportions
• Choose the currency in which you expect to invoice and bank
• Ask the provider which capital amount it applies and why
• Check that the constitution reflects the share classes you want
• Prepare identity and address documents for every beneficial owner
• Confirm that central management and control will stay outside Mauritius
• Keep fees and capital in two separate lines of your budget