Bearer Shares and Offshore Companies: What Is Allowed

Anyone researching bearer shares for an offshore company in Mauritius usually has one aim: to own a company without a name appearing against it. The short answer is that a Mauritius Authorised Company cannot be built on anonymous, deliver-to-transfer shares. The longer answer explains why that route closed, and which lawful arrangements remain for an owner who wants a measured degree of discretion.

This page is general information, not advice. Whether a given arrangement suits you depends on your residence, your activity and your home-country rules, so it should be reviewed with a qualified adviser.

What a bearer share is

A bearer share is a share whose ownership is proved by physical possession of the certificate, rather than by a name entered in a register. Whoever holds the paper is treated as the owner, and the share changes hands by handing it over.

That mechanism is what made bearer shares attractive to some owners, and it is also what made them a problem:

• no register shows who the shareholder is at any given moment;
• a transfer leaves no trace in the company's records;
• a lost or stolen certificate can mean a lost company;
• the company itself may not know who controls it.

Searches for "anonymous shares offshore" almost always describe this instrument.

Are bearer shares allowed in Mauritius?

No. For practical purposes, you should treat bearer shares as unavailable for a Mauritius company, including an Authorised Company. The Companies Act 2001 is built around shares held in a named holder's name and recorded in the share register, and the licensing framework for global business sits on top of that company law. A provider that offers you "bearer shares" in a Mauritius structure is either misdescribing the product or selling something the regime does not recognise.

An Authorised Company is a company incorporated under the Companies Act that also holds an authorisation under section 71A of the Financial Services Act 2007. It is a company like any other in how its shares work. The authorisation changes where it is managed and what it may do; it does not create a special class of unnamed shares. For the wider picture, see Authorised Company in Mauritius: definition, features and uses.

If a salesperson tells you otherwise, treat that as a warning sign and read Offshore Company Scams and Red Flags to Avoid.

Why anonymous shares disappeared

The decline of bearer shares is not specific to Mauritius. Across the international financial system, anonymous ownership came to be seen as a tool for concealing the proceeds of crime and evading tax. Anti-money-laundering standards pushed jurisdictions to make sure that, behind every company, a real person could be identified.

Mauritius followed that direction. Three features of the current framework show why bearer shares cannot coexist with it.

The company must know its beneficial owner

Under the Companies Act 2001, section 91(3A), every Mauritian company must identify its beneficial owner at all times and, where relevant, any nominee, and record them in a separate register. The entries include:

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

A company cannot keep that record if its shares pass from hand to hand without registration. The duty and the bearer instrument are simply incompatible.

A register exists at state level

The Registrar of Companies maintains a Beneficial Ownership Register. According to the Companies Act as updated in May 2026, it is open to competent authorities and other prescribed public authorities; the Act does not describe it as a public register. That distinction matters for discretion, and it is covered separately in Is the Owner of an Offshore Company Private?.

The gatekeepers are regulated

An Authorised Company must have a registered agent in Mauritius at all times, and that agent must be an FSC-licensed corporate service provider (Management Licence). Its role includes anti-money-laundering and counter-terrorist-financing measures, record keeping and communications with the Financial Services Commission, the Mauritius Revenue Authority and the Registrar. Company service providers are also listed among the professions subject to the Financial Intelligence and Anti-Money Laundering Act (FIAMLA), with the Registrar of Companies named as their regulatory body.

A regulated provider that is legally obliged to know who stands behind the company cannot lawfully administer a structure in which the owner is unknowable.

What the beneficial owner definition covers

The beneficial owner is the natural person who ultimately owns or controls a company, or on whose behalf a transaction is carried out. Ownership may be direct or indirect, through shares, voting rights, an ownership interest or control by other means.

An earlier version of section 91 used a threshold of 25% of voting rights. The definition was reworked by Act 10/2024 (Government Gazette no. 77 of 25 July 2024), and it now refers to a prescribed percentage. Do not rely on the older figure. Interposing a second company does not hide anyone: the test looks through the chain to the individual at the end of it.

Lawful ways to keep a shareholding discreet

An owner who simply dislikes the idea of broadcasting personal details has legitimate options. None of them is anonymity from the authorities, and none should be sold as such.

Table: what is and is not available

A company as shareholder

Placing the shares in another company is lawful and common. It can serve planning, succession or liability-separation purposes. It does not remove you from the record, because the company's beneficial owner has to be traced to a person. See A Company as Shareholder of an Offshore Company.

Nominee arrangements

A nominee holds shares on someone else's behalf. The Companies Act expressly contemplates nominees, but as a disclosed relationship: the company must identify both the nominee and the beneficial owner behind them. A nominee therefore changes who appears on the share register, not who is known to the company and its regulated provider.

Be careful here. A professional nominee service for companies is an activity that an Authorised Company itself may not carry on, and a provider offering one must hold the right licence. Check before you rely on it, using How to Check a Service Provider Is Licensed by the FSC.

Controlling who may become an owner

If the real concern is not secrecy but control, a constitution can restrict transfers, and a single-owner structure keeps everything under one name. Compare the options in Authorised Company: the one-owner structure and, when ownership changes later, Transferring Ownership of an Offshore Company.

Why discretion is not the same as secrecy

An Authorised Company is not designed to hide its owner. It is a company that is managed from outside Mauritius and is subject to supervision of a defined kind. Several points are worth keeping in mind:

• the FSC authorises it and receives an annual financial summary;
• the registered agent files returns and keeps records;
• the Income Tax Act treats it as a global business entity, which is a tax classification, not a cloak;
• a company incorporated in Mauritius but centrally managed and controlled abroad is treated as non-resident for tax, yet it must still file an income tax return under section 116.

Supervision by the Financial Services Commission is exactly what makes the structure credible to banks and counterparties. Anonymous ownership would work against that credibility, which is one reason many banks refuse the kind of structure that tries to hide its owner. The wider problem is explored in Why Banks Refuse Offshore Company Accounts.

Your obligations at home

Even a perfectly lawful Mauritius shareholding does not stop your home country from taxing or reporting on it. Depending on where you live, the company can fall under controlled-foreign-company rules, and you may have to declare the interest. Reduced visibility in one jurisdiction does not reduce those duties. This is a question for an adviser who knows your residence, and it is the subject of Controlled Foreign Company Rules and Your Offshore Company.

Checklist before you choose a shareholding structure

• Decide whether your aim is discretion, control, succession or liability separation
• Confirm that the shares will be registered, not issued to bearer
• Identify the individual who will be the beneficial owner
• Check that any nominee or corporate holder is disclosed to the provider
• Confirm the provider holds the appropriate FSC licence
• Ask an adviser about reporting duties in your country of residence