Offshore Company with Several Shareholders

An offshore company with multiple shareholders is simply an Authorised Company whose shares are held by two or more owners. Nothing in the regime prevents it. What changes compared with a sole owner is the need to decide, in writing and before problems appear, who controls what, who receives what, and how someone leaves. If you are the only owner, see instead the page on a one-owner Authorised Company.

This page looks at joint ownership of an offshore company from the partners' point of view: the rulebook between them, voting and dividends, the reporting that follows the real owners, and the exit of one of them. It is general information, not advice; the right answer depends on the partners, their countries of residence and the activity.

Why partners choose a shared Authorised Company

Partners who run an online or international business together often prefer a single vehicle to a patchwork of personal arrangements. A shared company can hold the contracts, the bank account and the intellectual property in one place, while each partner's stake is expressed in shares.

Typical situations include:

• two co-founders of a software or content business based in different countries;
• a consultant and an operations partner who split the work but invoice through one entity;
• an investor who funds a project and takes a minority stake without running it day to day;
• family members who want a clear, documented share of a trading activity.

The legal frame is the same as for any Authorised Company. A company incorporated under the Companies Act whose majority of shares or voting rights is held or controlled by a non-citizen of Mauritius, which mainly operates outside Mauritius and whose central management and control sit outside Mauritius, must apply to the FSC for Authorised Company status under section 71A(1) of the Financial Services Act (FSA). With several partners, each of those conditions has to be checked for the group as a whole, not for one person. The wider picture is in the guide to managing an Authorised Company from abroad.

Check the eligibility test with several owners

The ownership condition refers to the majority of shares or voting rights. If one partner is a Mauritian citizen, or if a Mauritian holds a large block through another entity, the majority test may not be met by the others. A company that carries on the activity described in section 71(1) FSA 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).

In practice this means the partners should:

• list every shareholder and the nationality of each, including indirect holders;
• confirm who really exercises central management and control, and where;
• avoid splitting the voting rights in a way that moves control to Mauritius by accident.

A corporate shareholder in the chain makes this analysis longer, because the test looks through to who ultimately controls the votes.

The shareholders' agreement

The constitution of the company sets the basic rules. A shareholders' agreement sits beside it and records the commercial deal between partners, usually privately. The two documents must not contradict each other; where they do, disputes follow. The constitution of an Authorised Company explains what the founding document can carry.

A workable agreement for an offshore company normally covers:

1. Decision-making. Which decisions the directors take alone and which require shareholder approval, for example changing the business, borrowing, issuing new shares or approving a large contract.
2. Voting rights. Whether each share carries one vote or whether some classes carry more, fewer or none.
3. Dividend policy. When profits are distributed, in what proportion, and who decides.
4. Funding. How additional money is injected and whether partners must keep their percentage.
5. Transfers. Who may sell, to whom, and whether existing partners get the first chance to buy.
6. Deadlock. What happens when partners disagree on a fundamental point.
7. Exit. How a departing partner is valued and paid.
8. Confidentiality and non-competition. What a partner may or may not do outside the company.

The agreement is a contract; its enforceability depends on its governing law and the courts chosen. Have it drafted by a lawyer familiar with both Mauritian company law and the partners' home jurisdictions.

Voting rights and control

Shares and votes are often treated as the same thing, but they do not have to be. A company can issue classes of shares with different rights if the constitution allows it. This is where partners can tailor control: a minority investor may hold a large economic share with limited votes, or a working partner may hold voting shares with a smaller economic share.

Mechanisms worth discussing at the start:

• Reserved matters. A list of decisions that need the agreement of every partner, or of a defined group, whatever the voting split.
• Board seats. Directors run the company day to day. Who appoints them, and how many are needed, is covered in how many directors an offshore company needs.
• Casting vote. Useful in a two-partner company only if both accept who holds it; otherwise it simply moves the deadlock.

The size and classes of shares are dealt with in the guide to share capital; this page concentrates on what partners agree between themselves.

Dividends between partners

Dividends are decided by the directors, within what the company law and the constitution allow, and are paid to shareholders in proportion to their rights. If all shares are identical, each partner receives the same amount per share. If classes differ, the agreement should say exactly how profit is split between them.

Points to settle:

• whether the partners expect regular distributions or prefer to reinvest;
• whether a partner who also works in the business is paid a salary or fee as well as dividends;
• how dividends are paid when partners live in different currencies and countries.

On the Mauritian side, the Income Tax Act contains exemptions for dividends paid by a resident company and, in some cases, between Global Business Licence holders. Whether and how these apply to a particular Authorised Company, and in what status, should be confirmed with an adviser. Separately, each partner is taxed according to the rules of their country of residence, which can be quite different from partner to partner. See the pages on paying yourself from an offshore company and how an owner is taxed at home. The company-level rules are summarised under Authorised Company taxation.

Beneficial ownership: your names are recorded

Every Mauritian company must permanently 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 holds each person's full name and residential address, national identity or passport number, nationality, and 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 shareholding at a prescribed percentage, voting rights, ownership interest or control by other means. The earlier section 91 definition used 25% of voting rights.

For partners, this has several consequences:

• each partner who qualifies must supply a written declaration and tell the company of any change in status;
• the company must keep a record of the steps it took to identify them;
• a partner cannot rely on a nominee to avoid being recorded.

The Registrar of Companies keeps a Beneficial Ownership Register that is open to competent authorities and prescribed public authorities; the Companies Act does not describe it as public. For the practical side, read whether the owner of an offshore company is private. Companies incorporated before these provisions took effect (Finance Act 2025) had to comply by 30 June 2026.

When one partner leaves

Exit is the part most agreements leave vague. Decide it while everyone is on good terms.

The usual tools are:

• Right of first refusal. The leaving partner must offer shares to the others before a third party.
• Drag-along and tag-along. A majority can require the others to sell on the same terms, and minorities can join a sale.
• Valuation clause. A formula or an independent valuer, fixed in advance.
• Good leaver and bad leaver. Different prices depending on why the partner leaves.
• Death or incapacity. What happens to the shares, and whether heirs become partners.

A transfer has to be recorded in the share register and reflected in the beneficial ownership information. The mechanics are in transferring ownership of an offshore company.

One tax detail matters when ownership shifts significantly: under the Mauritian rules on tax losses, losses are carried forward over the following five income years, but with a restriction where the shareholding changes by more than 50%. A partner exit, or a new investor joining, can trigger that limit.

Comparing a shared company with sole ownership

Costs and the service provider

An Authorised Company applies for authorisation through an FSC-licensed corporate service provider (Management Licence), which must also act as registered agent in Mauritius at all times (section 71A(2)-(3) and (7)(a) FSA). The registered agent handles filings, communications with the FSC, the MRA and the Registrar, AML/CFT measures and record-keeping (section 71A(8)).

From 1 July 2026, the fee schedule for an Authorised Company is USD 600 for processing and USD 1 400 as an annual fee, excluding the Registrar's annual registration fee of USD 65 (or another amount set by the Registrar). The first annual fee is prorated by the quarter in which authorisation is granted. These amounts are a company expense, not a per-partner charge, so partners should agree who funds them.

An Authorised Company also files a financial summary with the FSC each year, no later than 6 months after its financial year-end. The agreement should say who is responsible for supplying the information. A list of questions to ask a service provider helps compare offers, and the annual obligations page covers the calendar.

What partners should do before signing

• List all shareholders, their nationalities and their countries of residence
• Check that majority ownership and central management and control fit the Authorised Company conditions
• Agree share classes, voting rights and reserved matters
• Set a dividend policy and funding rules
• Write exit, valuation and deadlock clauses
• Prepare the beneficial ownership declarations
• Choose an FSC-licensed corporate service provider (Management Licence)
• Take advice on each partner's home tax position

To discuss a specific structure with a licensed provider, use the request form at /contact/.