Authorised Company Limited by Guarantee

An authorised company limited by guarantee is a Mauritian company whose members do not buy shares. Each member instead undertakes to pay a stated amount if the company is wound up. It is still an Authorised Company in the regulatory sense: it holds an authorisation from the Financial Services Commission (FSC) and is managed and controlled from outside Mauritius. Only the way ownership and liability are built differs from the usual share-based model.

Most readers of this site will end up with a company limited by shares, described on the page about an Authorised Company limited by shares. The guarantee form is the exception, and this page is about the cases where it is considered.

What "limited by guarantee" means

In a company limited by shares, the owners put in capital, receive shares and risk what they paid. In a company limited by guarantee, the members pay nothing at the start in respect of shares. Their exposure is a promise: if the company is wound up and cannot pay its debts, each member must contribute up to the amount they agreed to in advance.

The Mauritian company registry's incorporation guidelines (version dated 4 April 2025) add a practical requirement. For a company limited by guarantee, the application must include a document signed by each member confirming their consent and the amount they undertake to pay on a winding up. That document is the backbone of the structure, because it fixes each member's maximum exposure from day one.

Three consequences follow:

• Membership replaces shareholding. The register lists members and their guaranteed amounts, not holdings of shares.
• The constitution carries more weight. With no share capital to define rights, the constitution of the company has to set out who the members are, how they are admitted or leave, and how decisions are taken.
• Profit sharing is not built in. A share-based company can distribute dividends in proportion to holdings. A guarantee company has no shares to anchor that, so any distribution mechanism must be provided for in the constitution and checked with an adviser.

Is it still an Authorised Company?

Yes, provided it meets the same statutory test. Under section 71A(1) of the Financial Services Act 2007, a company incorporated under the Companies Act must apply to the FSC for an authorisation if a majority of its shares or voting rights is held or controlled by a non-citizen of Mauritius, it conducts its business principally outside Mauritius, and its central management and control sit outside Mauritius.

For a guarantee company the "voting rights" limb is the relevant one, since there are no shares to count. Who holds the voting rights among the members therefore matters from the start. The wider logic is explained on the page about the non-resident company in Mauritius.

The usual framework applies as well:

• The application goes to the FSC through an FSC-licensed corporate service provider (Management Licence), with the information, documents and fees set by the FSC Rules. The Chief Executive grants the authorisation on behalf of the Commission.
• The 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 is covered in the provider behind your Authorised Company.
• The company may not carry on the Fourth Schedule activities (see the limits below).

When a guarantee structure is chosen instead of shares

There is no rule saying a guarantee form is better or worse. It is chosen when the purpose of the entity does not revolve around dividing profits among investors. Typical situations include:

1. A membership body. An association of professionals, a trade or industry group, or a club whose members join and leave and pay subscriptions, rather than invest capital.
2. A shared-service or cost-sharing vehicle. Several related parties use a common entity to hold a platform, a licence or a cost pool, and none of them wants to hold transferable shares.
3. A project or consortium company. Parties cooperating on a defined project want a corporate vehicle with limited liability but without equity returns.
4. A holding entity where membership, not capital, is the point. For example, an entity whose members change often and for which share transfers would be cumbersome.

Where the goal is to earn and then distribute commercial profit to one or several owners, the share-based route is usually the simpler fit. A one-owner Authorised Company or an offshore company with several shareholders handles that without bending the guarantee model.

Whether a particular purpose is workable in a guarantee form, and what the members' real exposure is, depends on the facts. It is a point for a legal adviser, not a general rule.

Shares or guarantee: a side-by-side view

For how shares work on the other side, see share capital of an Authorised Company.

Is this structure right for you?

Rules that do not change with the form

Choosing a guarantee structure does not lighten the regulatory load. The following points apply as they do to any Authorised Company.

Activities that are off limits

Unless the FSC Rules provide an exception, an Authorised Company cannot carry on the activities of the Fourth Schedule of the Financial Services Act. These cover banking; professional management or administration of a collective investment fund or scheme; financial services; registered office, nominee, director or secretarial services for companies; and professional trusteeship. A membership body that wants to offer any of these to third parties is outside the regime. More detail sits in the page on the limits of an Authorised Company.

Operating without authorisation

A company that operates as an Authorised Company without authorisation commits an offence, with a fine of up to MUR 1,000,000 (sections 71(5) and 71A(12) of the Financial Services Act).

Beneficial ownership

Every Mauritian company must at all times identify its beneficial owner and, where relevant, any nominee, and record them in a separate register. The register covers full name and residential address, national identity or passport number, nationality, and the holding structure that identifies the ultimate beneficial owner (Companies Act 2001, section 91(3A), as updated on 15 May 2026). For a guarantee company the question "who ultimately controls this entity?" must still be answered, even without a share register. The Registrar of Companies keeps a Beneficial Ownership Register open to competent authorities and other prescribed public authorities; the Companies Act does not describe it as a public register. See also ownership and privacy.

Registered agent duties

The registered agent files the returns and documents required by the Financial Services Act, the Income Tax Act or the Companies Act, passes on communications with the FSC, the Mauritius Revenue Authority and the Registrar, applies anti-money laundering and counter-terrorist financing measures, and keeps records such as minutes, resolutions and transaction documents. An agent will therefore ask for member details and the guarantee documents before accepting the file.

Yearly filings

An Authorised Company files a financial summary with the FSC each year, no later than 6 months after its financial year-end, in the form of the Ninth Schedule of the Companies Act (or other documents set by the FSC Rules). It must also file an income tax return, whether or not it is taxable. The full calendar is on annual obligations of an Authorised Company.

Fees to expect

The FSC fee schedule changed on 1 July 2026 (Financial Services (Consolidated Licensing and Fees) (Amendment) Rules 2026, Government Notice No. 119 of 2026). The same amounts apply whatever the internal form of the company.

The FSC annual fee of USD 1,400 excludes the annual registration fee of USD 65 (or another amount set by the Registrar) mentioned in the FSC schedule; the Registrar's own 2026 fee list shows USD 130 for an Authorised Company, so confirm the figure that applies to you with your provider before paying.

The first annual fee is prorated by 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). A late payment of the annual fee rises to USD 1,750 within a month after the due date, USD 2,100 between one and three months late, and USD 2,800 between three and six months late.

For the 2026-27 renewal cycle the FSC moved the payment deadline to 30 September 2026, with payment through the FSC One platform. In its communiqué of 10 July 2026, the FSC explained that processing fees had not changed since the 2008 rules and annual fees had not been reviewed since 2019, and justified the higher fees for Authorised Companies by their inherently higher risk profile. Other cost lines are covered in annual fees to keep an Authorised Company alive.

Practical steps for a guarantee company

Before you commit, run through the checklist before creating an offshore company and compare providers with the questions to ask an offshore FSC-licensed corporate service provider (Management Licence). If you are unsure whether the guarantee form suits your purpose, send a request through the contact form and a licensed provider can review it.