Who Counts as a Beneficial Owner in Mauritius

The beneficial owner definition in Mauritius is built around people, not paperwork. A company's registered shareholder may be another company, a nominee or a holding vehicle, but the law keeps asking the same question: which natural person stands at the end of the chain? This page explains how that person is identified through shares, votes and control, and what a company must keep on file once it has found the answer.

It is general information. Where the answer depends on the facts of a structure, an adviser must analyse the documents.

The legal definition in plain terms

Under the Companies Act 2001, the beneficial owner is the natural person who ultimately owns or controls a company, or on whose behalf a transaction is conducted. Ownership or control can arise in several ways:

• direct or indirect holding of shares above a prescribed percentage;
• voting rights;
• an ownership interest; or
• control exercised by other means.

Two points follow from that wording. First, only a natural person can be a beneficial owner. A corporate shareholder is never the end of the analysis; you look through it. Second, the test is not limited to shares. Someone who holds no shares but steers the company in practice can still fall within the definition.

The former 25 percent test

Many readers search for "25 percent ownership beneficial owner" because the earlier version of section 91 used a threshold of 25 % of the voting rights. That is the old definition. Act 10/2024 (Government Gazette No. 77 of 25 July 2024) changed the wording to the broader formulation above, which refers to a prescribed percentage and adds control by other means.

Treat the old figure as history, not as a safe harbour. A holder below any percentage line can still be a beneficial owner if they control the company by other means. For the current prescribed percentage and worked examples, read the Companies and Business Registration Department (CBRD) guidance on identification of beneficial owners, listed on its Guidelines page and dated 5 October 2026. The detail of that document has not been reviewed for this page, so check it directly.

Three routes to beneficial ownership

In practice, work through three routes. A single person can satisfy more than one.

Shares: follow the chain upwards

Start with the register of members. If the shareholder is a company, request that company's own register and repeat the exercise. Continue until you reach natural persons. Where several companies sit between the company and the individual, a diagram of the chain helps the file and the reviewer.

Votes: read the share terms

Economic ownership and voting power do not always match. A class of shares may carry multiple votes, or none, and a shareholders' agreement may redirect how votes are cast. Read the constitution and any agreement before concluding that the person with the largest holding has the most say.

Control by other means

This is the route most often missed. Look for a person who can appoint or remove directors, block key decisions, or in practice instruct the board, even with a small or no shareholding. Nominee arrangements belong here too: the nominee appears on the register, but the person for whom they act may be the beneficial owner.

A short decision path

What the company must do

Every Mauritian company must identify its beneficial owner at all times and, where relevant, any nominee. The result goes into a separate register that records:

• full name and residential address;
• national identity card or passport number;
• nationality; and
• the ownership structure that identifies the ultimate beneficial owner.

The legal basis is section 91 of the Companies Act 2001, in particular section 91(3A), as updated to 15 May 2026. The information is also filed through CBRIS, the registry's web application, on incorporation, with the annual return, and on any transfer or issue of shares. For the register itself, see our guide to the beneficial ownership register; for the other books a company keeps, see statutory registers.

The written declaration

Since the Finance Act 2025 (Act No. 18 of 2025, Gazette of 9 August 2025), identification must include a written declaration from the beneficial owner. Companies incorporated before that change had to comply by 30 June 2026, so that transition period has ended. The beneficial owner must also tell the company about any change in status, and the company must keep a record of the steps it took to identify that person.

Accuracy and access

The company must make sure the information is accurate and current, and must provide it without delay to the competent authorities on request. The Registrar of Companies keeps a Beneficial Ownership Register that competent authorities and other prescribed public authorities can access. The Companies Act does not describe that register as public.

Where AML/CFT rules overlap

Beneficial ownership is not only a company-law topic. Reporting persons under the Financial Intelligence and Anti-Money Laundering Act 2002 (FIAMLA), such as a corporate service provider or a bank, must identify the beneficial owners of their clients. Your provider may therefore ask for the same documents you hold. If you are building that file, the KYC checklist for corporate clients and the page on source of funds and source of wealth show what is usually requested. The wider framework is covered under AML/CFT compliance.

Record-keeping is a related duty. Customer due diligence records, including identity documents of clients and beneficial owners, must be kept for at least 7 years after the end of the business relationship (section 17F of FIAMLA). See company records for how to organise them.

A reporting person, or its officer, employee or agent, who knowingly or without reasonable excuse breaches sections 17 to 17G of FIAMLA, destroys a required record or facilitates a transaction under a false identity faces a fine of up to Rs 10 million and imprisonment of up to 5 years. Our page on AML penalties sets out the wider picture.

Practical checklist

• Obtain the current register of members and the constitution
• Trace every corporate shareholder up to natural persons
• Check for special voting rights and shareholder agreements
• Ask whether any shareholder acts as a nominee
• Look for control by other means, even where there is no shareholding
• Obtain a written declaration from each beneficial owner
• Complete the separate beneficial ownership register
• Diarise a review whenever shares move or the structure changes

Trust structures have their own rules and are not covered here.

Who can help

A director cannot delegate responsibility for the register. Many boards, and in particular a resident director, will ask the provider to maintain the file, but the company stays answerable for its accuracy. The calendar of recurring filings is in the compliance calendar. If you want a provider to review your structure, send a request through the contact form.