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If you want to transfer ownership of an offshore company in Mauritius, the legal act is usually modest: shares move from one holder to another. What makes it demanding is everything that sits around the shares. The company has a registered agent, a bank, a beneficial owner on record, a tax history and, in most cases, a commercial reputation that the buyer is paying for.
This guide is for sellers who want to sell offshore company shares, for buyers who are considering taking over an existing Authorised Company, and for owners who simply need to change the shareholder of an Authorised Company within a family or group. It explains the sequence, the checks, and the consequences for banking and tax. It is general information, not advice: the right route depends on the buyer, the company's history and the countries involved, so a qualified adviser should review the facts.
What actually changes hands
An Authorised Company is a company incorporated under the Companies Act that holds an authorisation from the Financial Services Commission (FSC) under section 71A of the Financial Services Act. Selling "the company" means transferring its shares. The legal entity, its constitution, its authorisation, its bank accounts, its contracts and its liabilities all stay exactly where they are. The new owner inherits the whole package, including anything the previous owner left unresolved.
That has two practical consequences:
- A buyer is acquiring history, not a blank page. Past filings, past invoices and past tax positions travel with the shares.
- A seller is not shedding responsibility just by signing a transfer form. Obligations that arose during the seller's ownership may still be examined later.
If a clean start is what a buyer wants, a ready-made company is a different product with a different risk profile and is covered on its own page.
Check the buyer first: the eligibility test
Before anything is signed, confirm that the company will still qualify as an Authorised Company after the sale. Under section 71A(1) of the Financial Services Act, a company whose majority of shares or voting rights is held or controlled by a non-citizen of Mauritius, which conducts its business principally outside Mauritius and whose central management and control sit outside Mauritius, must apply for authorisation as an Authorised Company.
A change of owner can therefore change the analysis. Questions to settle at the outset:
- Will the majority of shares or voting rights still be held or controlled by a non-citizen of Mauritius?
- Will the business still be conducted principally outside Mauritius?
- Will central management and control remain outside Mauritius, or does the buyer plan to run the company from the island?
If the buyer intends to direct the company from Mauritius, the company may no longer fit the Authorised Company profile, and a different licence could be needed. Operating without the required authorisation is an offence carrying a fine of up to MUR 1,000,000 (sections 71(5) and 71A(12) of the Financial Services Act). For the underlying concept, see who can own an Authorised Company and the page on managing the company from abroad.
The transfer in practice
- Agree the deal
Heads of terms covering price, what is being sold, warranties and what happens to the bank accounts.
- Run due diligence
The buyer reviews the constitution, registers, filings, tax returns, contracts and bank history.
- Clear the buyer with the registered agent
The FSC-licensed corporate service provider (Management Licence) performs its own AML/CFT checks on the incoming owner.
- Sign and record the transfer
Share transfer instrument, board approval where the constitution requires it, and updated registers.
- Update beneficial ownership
The new beneficial owner is recorded and filed as required for any share transfer.
- Notify the bank and settle the aftermath
Signatories, due diligence file, tax residence statements and, if relevant, the registered agent.
Step 1: agree what is being sold
A written agreement should say precisely which shares are sold, whether any shareholder loans or director balances are settled, who bears undisclosed liabilities, and what happens to bank signatories on completion. Silence on these points is the most common source of later disputes.
Step 2: due diligence
A buyer should ask for documents rather than accept assurances. The seller, for its part, should prepare a clean file in advance because it shortens the process and supports the price. The table below shows what each side typically needs to examine.
| Area | What the buyer checks | What the seller prepares |
|---|---|---|
| Authorisation | The FSC authorisation is in force and conditions are met | Copy of the authorisation and any correspondence |
| Constitution | Restrictions on share transfers, pre-emption rights, approval of new holders | Current constitution and any amendments |
| Registers | Shareholder, director and beneficial ownership records match | Up-to-date registers and minutes |
| Annual filings | Financial summary and income tax return filed on time | Filing evidence and acknowledgements |
| Fees | Annual FSC fee and Registrar fee paid | Payment confirmations |
| Contracts | Customer, supplier and platform agreements, change-of-control clauses | Signed copies and any consents needed |
| Bank | Account status, signatories, any past warnings or closures | Statements and onboarding documents |
| Tax | Losses, withholding tax issues, any enquiries | Returns, assessments and correspondence |
The constitution of the company deserves particular attention: it may restrict transfers or require director approval, and a transfer that ignores it can be challenged.
Step 3: the registered agent
Every Authorised Company must at all times have a registered agent in Mauritius, and that agent must be an FSC-licensed corporate service provider (Management Licence) (section 71A(7)(a)). The registered agent is also responsible for filing required documents under the Financial Services Act, the Income Tax Act and the Companies Act, passing on communications with the FSC, the Mauritius Revenue Authority and the Registrar, carrying out anti-money laundering and counter-terrorist financing measures, and keeping records such as minutes and resolutions (section 71A(8)).
In a sale, this means the provider will want to know who the new beneficial owner is and where the funds come from, and may decline an owner it cannot onboard. Start this conversation before signing, not after. A buyer who wants to bring in a different provider can do so, and the change of service provider procedure explains the sequence. Since 1 August 2024, a request to change the registered agent of an Authorised Company must be accompanied by the fee set by the FSC Rules (section 71A(7)(b)).
Step 4: record the transfer and the beneficial owner
Under section 91 of the Companies Act, a company must be able to identify its beneficial owner at all times and keep a separate register with the owner's name, address, national identity card or passport, nationality and the ownership structure. That information is to be filed through CBRIS at incorporation, with the annual return, and on any transfer or issue of shares. A sale is therefore never only a private matter between seller and buyer.
The Registrar of Companies maintains a Beneficial Ownership Register that is accessible to competent authorities and other prescribed public authorities; the Companies Act does not describe it as a public register. Read more on what stays private.
Structure matters: who is selling to whom
The mechanics differ depending on the shape of the ownership.
- Sole owner selling to a single buyer. The simplest case. The one-owner structure remains in place and only the name on the register changes.
- Sale of part of the shares. Introducing a second holder creates a company with several shareholders, which brings in questions about control, deadlock and the constitution.
- Sale to a corporate buyer. The buyer's own ownership must be traced to the individuals who ultimately control it, because that is who the provider and the bank will need to identify.
What happens to the bank account
For most buyers, this is the real test. The bank account was opened on the basis of the previous owner's profile, source of funds and business plan. A change of owner is a material change.
Expect the bank to ask for:
- identification and proof of address for the new beneficial owner;
- an explanation of the business and expected flows;
- evidence of the source of the purchase funds and of wealth;
- updated signatory arrangements.
Some banks treat a change of ownership as a reason for a full review, and some close the account instead. Agree in the sale contract what happens if the bank does not continue the relationship, for example whether the price is adjusted or part of it held back until the account is confirmed. The reasons behind such outcomes are discussed in why banks refuse offshore company accounts.
Do not move funds out of the company in a hurry around completion. Unexplained transfers near a change of control are exactly what compliance teams look for.
Tax and compliance effects
Tax losses
Tax losses of a company can generally be carried forward over the following five income years. That carry-forward is restricted where there is a change of more than 50 % in the shareholding. If part of the company's value lies in accumulated losses, the transfer can reduce or remove it. This is a point for the buyer's adviser.
Residence of the company
Under section 73(1)(b) of the Income Tax Act, a company is tax resident in Mauritius if it is incorporated there or if its central management and control are there. Section 73A treats a company incorporated in Mauritius as non-resident when it is centrally managed and controlled outside Mauritius, and it must still file a return under section 116. A new owner who relocates board decisions to Mauritius, or who is personally based there, can change the position.
The seller and the buyer at home
The sale itself may create a taxable gain or loss in the seller's country, and the buyer's home country may apply its own rules to the acquired company. These depend on residence and are outside the scope of Mauritian law. See how an owner is taxed at home and the controlled foreign company rules.
Deadlines continue
The company's own calendar does not pause for a sale. An Authorised Company must file a financial summary with the FSC each year, no later than six months after its financial year ends (section 71A(10)). The company must also file an income tax return with the Director-General within six months after the end of the month in which its accounting year closes, whether or not it is taxable (section 116(1)). Fees are payable annually; the annual fees page and the yearly checklist show what to diarise. Agree in the contract who pays for a period that straddles completion.
Red flags when buying
An Authorised Company for sale deserves the same scepticism as any other asset. Warning signs include a seller who will not share filing evidence, a price far below the cost of incorporating a new company, pressure to complete before the provider has cleared you, and promises about tax outcomes. The page on offshore company scams lists patterns to avoid, and a provider's status can be confirmed through the FSC licence check.
Pre-completion checklist
- Confirm the buyer will still satisfy the non-citizen majority and off-island management conditions
- Obtain the current constitution and confirm any transfer restrictions
- Review the registers, minutes and beneficial ownership records
- Verify the financial summary and income tax return are filed
- Confirm the annual FSC fee and Registrar fee are paid
- Ask the registered agent to clear the incoming beneficial owner before signing
- Check customer and platform contracts for change-of-control clauses
- Obtain the bank's position on the ownership change
- Agree who bears undisclosed liabilities and how the price is adjusted
- Prepare the share transfer instrument and board approval
- File the new beneficial ownership details as required
- Update signatories, tax residence statements and internal records
Does the sale make sense for you?
FAQ
Can I sell an Authorised Company to anyone?
Not without checking. The buyer must be acceptable to the registered agent, which has its own AML/CFT duties, and the post-sale ownership and management must still match the conditions in section 71A. A buyer who cannot pass the provider's checks, or who would take the company outside the eligibility criteria, creates a problem for the company rather than a deal.
Does the company have to be re-authorised after a change of shareholder?
The authorisation belongs to the company, and a transfer of shares does not by itself create a new company. What matters is that the conditions continue to be met after the transfer, and that the registered agent and the beneficial ownership records are updated. If the facts change materially, ask an adviser whether a different licence is needed.
Will the bank account survive the sale?
Not automatically. The bank may require fresh due diligence on the new beneficial owner and may restrict or close the account. Build that risk into the contract and the timetable.
Can I change the shareholder of an Authorised Company inside my family?
Yes in principle, but the same steps apply: updated beneficial ownership records, registered agent clearance and bank notification. Related-party transfers also attract questions about the price and the source of funds, so keep documentation.
Who pays the annual fees for the year of the sale?
The company remains liable, so the contract should say who bears the cost for a period that crosses completion. Late payment carries increased fees under the FSC's scale, so do not leave this unresolved.
Is the buyer's name public after the transfer?
The Beneficial Ownership Register held by the Registrar is accessible to competent authorities and other prescribed public authorities, and the Companies Act does not describe it as public. That does not mean the information is hidden from banks, the registered agent or tax authorities.
Where can I start the process?
You can describe your situation through the contact form, and a licensed provider will indicate what it would need to review a transfer.
Sources
- Financial Services Act, consolidated as at 1 September 2026 — Financial Services Commission
- Companies Act 2001, updated 15 May 2026 — Corporate and Business Registration Department
- Income Tax Act, consolidated up to the Finance Act 2026 — Mauritius Revenue Authority
- Corporate taxation — Mauritius Revenue Authority
- Financial Services (Consolidated Licensing and Fees) (Amendment) Rules 2026 — Financial Services Commission