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A corporate shareholder offshore company Mauritius arrangement means that the shares of an Authorised Company are not registered in the name of a person but in the name of another company. The owner of the business then sits one level higher, behind a second legal entity. Mauritian law does not prohibit this. What it requires is that the chain of ownership can always be followed back to a natural person.
This page looks at the practical side: why owners choose a company owned by another company, what a service provider will ask for, and which limits apply. It does not discuss holding companies as a subject in itself, nor trusts acting as shareholders.
What "a company as shareholder" means
An Authorised Company is a company that conducts its business outside Mauritius and is controlled from abroad. Its shareholders are the persons or entities named in its share register. In the simplest case that is a single individual, as described on the page about the one-owner Authorised Company.
In a two tier offshore structure, the register names a legal entity instead. That entity may be incorporated in Mauritius or in another jurisdiction. Above it sit its own shareholders, and above them, eventually, the individuals who own or control the whole chain.
The lower company is the one that trades, invoices and holds the bank account. The upper company has one function: it is the registered holder of the shares.
Why owners use a company above the Authorised Company
The reasons are mostly organisational, not fiscal. Whether any tax effect follows depends entirely on the owner's home rules and on the law of each country involved, which is a matter for an adviser.
Typical situations include:
- An owner already has a company at home. An entrepreneur who runs an operating business in their country of residence may prefer that company to hold the new Authorised Company, so that the group is visible in one set of accounts.
- Several activities, several vehicles. A person may want separate companies for different business lines under a single parent, for example one for software and another for trading.
- Succession and transfer. Selling or reorganising the upper company can be easier than re-registering shares in the lower one, although the Mauritian authorities must still be able to see who ultimately controls the Authorised Company. See transferring ownership of an offshore company.
- Co-investors. Two or more partners may place their interests in a joint company and let that company hold the Authorised Company, rather than each partner appearing on the register. The alternative is described in an offshore company with several shareholders.
- Investor or lender requirements. Some outside parties prefer to deal with a group structure.
None of these reasons is a substitute for commercial substance. A second company that does nothing but sit in the chain adds cost and reporting, and it can draw questions from banks.
The legal framework
Who may own an Authorised Company
Under the Financial Services Act 2007, section 71A(1), a company incorporated under the Companies Act, whose majority of shares or voting rights is held or controlled by a person who is not a Mauritian citizen, that carries on its business mainly outside Mauritius and whose central management and control are outside Mauritius, must apply to the FSC for an Authorised Company authorisation.
A corporate shareholder does not change this test. The question is who holds or controls the majority at the end of the chain, and where the Authorised Company is actually managed. The page on managing an Authorised Company from abroad covers the second point in more detail.
Beneficial ownership is the central issue
Every Mauritian company must at all times identify its beneficial owner and, where relevant, any nominee, and record them in a separate register (Companies Act 2001, section 91(3A), as updated on 15 May 2026). The register must show:
- full name and residential address;
- national identity or passport number;
- nationality;
- the holding structure that identifies the ultimate beneficial owner.
The beneficial owner is the natural person who ultimately owns or controls the company, or on whose behalf a transaction is carried out, through direct or indirect holdings, voting rights, an ownership interest or control by other means. The earlier definition in section 91 used a threshold of 25% of voting rights; the current wording, introduced by Act 10/2024 (Government Gazette No. 77 of 25 July 2024), refers to a prescribed percentage.
With a corporate shareholder, this is exactly where the work lies. The Authorised Company cannot stop at naming its parent. It must look through the parent, and through any further company above it, until it reaches individuals.
The Registrar of Companies keeps a Beneficial Ownership Register that is open to competent authorities and other prescribed public authorities. The Companies Act does not describe it as a public register. For what that means in practice, see whether the owner of an offshore company is private.
The registered agent carries the compliance burden
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) (Financial Services Act 2007, section 71A(7)(a)). The application for authorisation itself is filed through such a provider, in the form and manner set by the FSC.
The registered agent is responsible, among other things, for filing the returns required by the Financial Services Act, the Income Tax Act or the Companies Act, for passing on communications with the FSC, the MRA and the Registrar, for anti-money laundering and countering the financing of terrorism (AML/CFT) measures, and for keeping records such as minutes, resolutions and transaction documents (section 71A(8)).
Company service providers are reporting persons under the FIAMLA, with the Registrar of Companies as their regulatory body. In practice this means the provider will carry out customer due diligence on every layer of your structure before it accepts the file. A longer chain generally means a longer review.
Documents a provider usually asks for
The statute sets the principles; the exact list is decided by the provider within the FSC Rules and its own AML procedures. The following are commonly requested for a corporate shareholder, and you should treat them as a working list rather than an official checklist.
| Item | About whom | Purpose |
|---|---|---|
| Certificate of incorporation | The corporate shareholder | Proves existence and legal form |
| Constitutional documents | The corporate shareholder | Shows powers and who may sign |
| Register of directors and shareholders | The corporate shareholder | Shows who sits above it |
| Certified identity and address proof | Each director and ultimate beneficial owner | Identification under AML/CFT rules |
| Structure chart | Whole chain | Shows how each layer is held |
| Board resolution | The corporate shareholder | Authorises it to subscribe for or hold the shares |
| Evidence of source of funds | Owner and corporate shareholder | Explains where the capital comes from |
| Good standing certificate | The corporate shareholder | Confirms it is still in existence and not struck off |
Documents issued abroad often need to be certified or legalised in the way the provider specifies, and translated if they are not in English or French. Ask early.
The online incorporation form for a Mauritian company also requires the name, identity and addresses of the directors, the secretary and the shareholders, among other items. For a legal entity, the same details are expected for the shareholder entity itself.
Checklist before you apply
- Draw the full ownership chain down to the individual owners
- Confirm where the corporate shareholder is incorporated and that it is in good standing
- Gather identity and address documents for every beneficial owner and director in the chain
- Prepare a board resolution approving the shareholding
- Decide where the Authorised Company will be managed and by whom
- Check your home-country rules on controlled foreign companies
- Ask the provider which certified or legalised documents it will accept
For a wider preparation list, see the checklist before creating an offshore company.
Limits and risks of the structure
It does not remove the need to disclose the owner
A corporate shareholder is not a screen. The company must keep its beneficial ownership information accurate and up to date, and make it available to the competent authorities without delay on request. A structure designed to make that impossible would not be accepted by a licensed provider.
Central management and control must remain abroad
The shareholder structure says nothing about where decisions are taken. If the corporate shareholder is itself resident in a country where it is managed, that country may tax it on what it receives, and its own rules on foreign subsidiaries may apply. Read controlled foreign company rules and the page on permanent establishment risk before building the chain.
Forbidden activities still apply
Unless the FSC Rules provide an exception, an Authorised Company cannot carry on the activities listed in the Fourth Schedule of the Financial Services Act: banking, professional management or administration of a collective investment fund or scheme, financial services, corporate headquarter, nominee, director or secretarial services for companies, and professional trusteeship (section 71A(4)). A parent that interposes itself to provide these services to others does not escape the rule. See the wider limits of an Authorised Company.
Extra cost and extra paperwork
Each company in the chain has its own registered office, accounts, filings and, usually, its own service provider. The Authorised Company's own annual fee to the FSC is unaffected by who its shareholder is, but the cost of a second entity comes on top.
Banks look at the whole chain
A bank opening an account for the lower company will usually ask the same questions about the parent. An unclear reason for the structure is one of the reasons banks decline files. See why banks refuse offshore company accounts.
Penalties for operating without authorisation
A company that operates as an Authorised Company without authorisation commits an offence punishable by a fine of up to MUR 1 000 000 (section 71A(12)). Choosing a longer chain does not alter that.
How the decision usually runs
Practical steps
- Define the purpose. Write down in a few lines why the second company is needed. A provider and a bank will ask.
- Choose the jurisdiction of the parent with an adviser who knows your home rules, since that is where most tax questions arise.
- Select an FSC-licensed corporate service provider (Management Licence). Use the questions to ask a provider and check the licence as described in the provider's role.
- Submit the ownership chain and documents through the provider, which files the application with the FSC.
- Keep the register current. Any change in the chain, including a change at the parent's own shareholder level, must be reflected in the beneficial ownership information.
To ask for a review of your particular chain, use the contact form.
FAQ
Can a company be the only shareholder of an Authorised Company?
Yes. The Companies Act requires a shareholder, and nothing in the Financial Services Act requires that shareholder to be an individual. What matters is that the person who holds or controls the majority is not a Mauritian citizen, and that the beneficial owner behind the chain can be identified and recorded.
Does the corporate shareholder have to be a Mauritian company?
No. It can be incorporated elsewhere, provided the provider can verify it and its owners. A foreign parent will need its documents certified or legalised in the manner the provider requires.
Is the ultimate owner's name shown to the public?
The Beneficial Ownership Register held by the Registrar is available to competent authorities and other prescribed public authorities. The Companies Act does not describe it as public. This is not the same as saying that no one will ever see the information, since banks and the provider will hold it.
What is the difference between a corporate shareholder and a nominee?
A corporate shareholder owns the shares for its own account, and its own owners can be traced. A nominee holds shares on behalf of someone else, and the Companies Act requires any nominee to be identified and recorded together with the beneficial owner. Providing nominee services professionally is also one of the activities an Authorised Company may not carry on.
Can I use a Global Business Corporation as the shareholder?
That is a separate structure with different requirements, since a Global Business Corporation must be managed and controlled from Mauritius, while an Authorised Company must have its central management and control outside Mauritius. This page does not compare them; take advice on which fits your case.
Does adding a second company change the Authorised Company's tax position?
Not by itself. The Authorised Company remains a global business entity under the Income Tax Act. The effect on the owner depends on the rules of the countries where the parent and the individuals are resident, which an adviser must assess.
What happens if the ownership chain changes later?
The beneficial ownership information must be updated and kept accurate. Tell your registered agent before the change, not after, so that the registers, the due diligence file and any bank are updated together.
Sources
- Companies Act 2001, updated 15 May 2026 — Corporate and Business Registration Department
- Financial Services Act 2007, consolidated at 1 September 2026 — Financial Services Commission
- Financial Intelligence and Anti-Money Laundering Act, updated 2026 — Financial Intelligence Unit
- Incorporation of a domestic company — Corporate and Business Registration Department
- Guidelines for incorporation and registration of companies, 4 April 2025 — Corporate and Business Registration Department
- Income Tax Act, consolidated — Mauritius Revenue Authority