Authorised Company Limited by Shares

An authorised company limited by shares is the form most owners picture when they speak of an offshore company in Mauritius. It is a company incorporated under the Companies Act 2001 whose capital is divided into shares, and which holds an authorisation under section 71A of the Financial Services Act 2007 (FSA). The shares are the owners' stake; the authorisation is what places the company in the non-resident regime.

This page looks at the share-based form itself: who holds it, what liability means, and which decisions are made at the outset. The wider concept is covered in Authorised Company in Mauritius.

What "limited by shares" means in practice

A company limited by shares is a legal person separate from its owners. Each shareholder's exposure is, as a general rule, confined to what remains unpaid on the shares they hold. Creditors look to the company's assets, not to the shareholders' personal property.

That rule has conditions. A shareholder who also acts as director can face personal responsibility for their own conduct, and lenders or banks often ask for personal guarantees. Limited liability is a feature of the company's status, not a shield against every claim. How it applies to a given situation is a matter for a legal adviser.

Shares versus the alternative

An Authorised Company may also be set up without shares, with members who undertake to contribute a set amount if the company is wound up. That variant has a different purpose and is described in Authorised Company limited by guarantee. For trading, consulting, online sales or holding intellectual property, the share-based form is the usual starting point, because profits and ownership are expressed through shares.

Who qualifies as an Authorised Company

The legal test sits in section 71A(1) FSA. A company incorporated under the Companies Act must apply for authorisation if:

• the majority of its shares or voting rights is held or controlled by a person who is not a Mauritian citizen;
• it conducts its business mainly outside Mauritius; and
• its central management and control is outside Mauritius.

For a company limited by shares, the first condition is read through the share register: the shares are what carry the votes and the ownership. Anyone considering the form should read Can a foreigner own an Authorised Company? alongside this page.

The Global Business Corporation is a different category, governed by section 71 FSA, and the Authorised Company by section 71A. The statute draws the line on where the company is managed and controlled: a GBC must be managed and controlled from Mauritius and administered by an FSC-licensed corporate service provider (Management Licence), whereas an Authorised Company must have its central management and control outside Mauritius and a Mauritian registered agent.

How the structure is built

Three parties matter most. The shareholders own the company. The directors run it, and, for the purposes of the authorisation, must do so from outside Mauritius. The registered agent is the Mauritian anchor: a company limited by shares that holds an authorisation must have one at all times, and it must be an FSC-licensed corporate service provider (Management Licence).

Authorisation and the role of the registered agent

The application for authorisation cannot be made directly by the owners. It is filed through an FSC-licensed corporate service provider (Management Licence), in the form and manner the Financial Services Commission (FSC) determines, with the information, documents and fees set by the FSC Rules. The authorisation is issued by the Chief Executive on behalf of the Commission (section 71A(2)-(3)).

Since 1 October 2024, the FSC must grant an application within 10 working days of the date on which it is considered complete (section 17B, extended to Authorised Company applications by section 17C), except for applications filed before that date. The clock starts on completeness, not on the day the file is first sent, so the quality of the file matters.

Under section 71A(8), the registered agent handles, among other things:

• filing the returns and documents required by the FSA, the Income Tax Act or the Companies Act;
• passing on communications with the FSC, the Mauritius Revenue Authority (MRA) and the Registrar of Companies;
• anti-money-laundering and counter-terrorist-financing (AML/CFT) measures;
• keeping the company's records, such as minutes, resolutions and transaction documents.

Corporate service providers are themselves regulated persons under the Financial Intelligence and Anti-Money Laundering Act (FIAMLA). Acting as a formation agent for a legal person is among the activities covered. For the practical side, see The Authorised Company and the FSC and Registered office for an offshore company.

Operating without authorisation

A company that carries on the activity described in section 71(1) without a Global Business Licence commits an offence punishable by a fine of up to MUR 1 000 000. The same penalty applies to a company operating as an Authorised Company without authorisation (sections 71(5) and 71A(12) FSA). The authorisation is therefore a legal precondition, not a formality.

Choices a share-based structure forces on owners

The form is flexible, but it requires decisions that are easy to postpone and harder to change later.

Share capital is not discussed here in numbers, because the sources cited on this page do not set a minimum. The subject depends on the constitution and on what banks and counterparties expect.

Ownership records and privacy

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 holds the 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).

The Registrar of Companies keeps a Beneficial Ownership Register, accessible to all competent authorities and other prescribed public authorities. The Companies Act does not describe it as public. For an Authorised Company, a search of the company file reveals only the name, the registered office and the FSC-licensed corporate service provider (Management Licence) or registered agent. These points are developed in Is the owner of an offshore company private?.

What a share-based Authorised Company cannot do

Unless the FSC Rules provide an exception, an Authorised Company may not carry on the Fourth Schedule activities of the FSA. There are five categories:

1. banking;
2. professional management or administration of a collective investment fund or scheme;
3. financial services;
4. corporate services such as head office, nominee, director or secretarial services for companies;
5. professional trusteeship.

The company is nonetheless deemed to conduct its business outside Mauritius even if it carries out the transactions listed in section 73(1)(c) to (f) FSA (section 71A(13)). The range of lawful activities is discussed in What business can an Authorised Company run?.

Cost framework

The FSC's fee schedule was replaced by the Financial Services (Consolidated Licensing and Fees) (Amendment) Rules 2026 (Government Notice No. 119 of 2026), in force since 1 July 2026. For an Authorised Company authorisation (code FS-4.3), the schedule provides:

The first annual fee is prorated by the quarter in which 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 annual fee rises to USD 1 750 if paid within a month of the due date, USD 2 100 between one and three months late, and USD 2 800 between three and six months late.

The Registrar's own published 2026 scale lists the annual fee for an Authorised Company at USD 130, rising to USD 200 after the due date; the 2025 scale showed USD 100. For the 2026-27 renewal cycle, the FSC moved the payment deadline to 30 September 2026, with payment through the FSC One platform. Fee mechanics and consequences are set out in Annual fees.

In its communiqué of 10 July 2026, the FSC said processing fees had not changed since the 2008 rules and annual fees had not been revised since 2019, and justified the adjustment for Authorised Companies by their inherently higher risk profile.

Tax position of the company

An Authorised Company is a "global business entity" under the Income Tax Act, a term that also covers a Global Business Corporation. A company incorporated in Mauritius is treated as non-resident if it is centrally managed and controlled outside Mauritius (section 73A), but it must still file an income tax return under section 116. The Alternative Minimum Tax of section 44A does not apply to a global business entity.

Whether any liability arises depends on the company's facts, on the owner's home country and on the rules examined in Authorised Company taxation in Mauritius. Nothing here is advice on a particular situation.

Checklist before choosing this form

• Confirm that the majority of shares will be held by a non-citizen of Mauritius
• Confirm that the business will be conducted mainly outside Mauritius
• Decide where the directors will actually take decisions
• Check the planned activity against the Fourth Schedule categories
• Select an FSC-licensed corporate service provider (Management Licence)
• Prepare identity and holding-structure details for the beneficial ownership register
• Take advice on the tax position in the owner's home country