Is “Authorised Share Capital” still relevant in Mauritius?

What the law says and why it changes everything

Not too long ago, the concept of authorised share capital was a central part of setting up a business in Mauritius. Stated in the company’s constitution, this amount represented the maximum capital a company could issue without making structural changes. But today, this approach is outdated. If you’re about to set up a company and still wondering how much authorised capital you’ll need, you might be working off an old playbook.

The good news? Thanks to the Companies Act 2001, authorised capital is no longer a legal requirement. It’s a major and often overlooked change that makes incorporation easier and offers entrepreneurs far more flexibility. C&S Secretarial Services Ltd, specialists in company secretarial and administrative support in Mauritius, explains what this means in practice.

1. What does the Companies Act 2001 say?

The Companies Act 2001, the key piece of legislation governing business activity in Mauritius, has removed the requirement for local companies to include an authorised share capital in their constitution. This means you no longer need to set a fixed maximum amount of capital in advance.

Instead, the law now only requires companies to state:

• The number of shares issued;
• And their nominal value, where applicable.

This more flexible legal framework aligns Mauritius with modern corporate governance practices already in place in countries like the UK, Singapore and Canada.

2. Why is this change so significant?

Doing away with the obligation to declare authorised capital offers several advantages for both founders and investors:

Greater flexibility in issuing shares

New shares can now be issued as and when needed, without the need to amend the constitution every time a threshold is crossed. This makes it easier to raise funds and welcome new shareholders.

Simpler business incorporation processes

There’s less paperwork and fewer formalities involved in setting up a company. With no authorised capital to declare, the incorporation process is quicker and more streamlined.

A scalable company structure

In today’s fast-moving business environment, this flexibility allows companies to adapt and evolve their capital structure in line with growth and development opportunities.

Lower legal costs

Every amendment to the constitution (such as increasing authorised capital) normally involves legal fees, paperwork, and approvals. Skipping this step helps reduce administrative costs.

3. A business-friendly reform

This reform was designed with entrepreneurs in mind. By removing an outdated requirement, the Mauritian government is sending a clear message to local and international founders: here, you can launch, grow and finance your business without unnecessary administrative hurdles.

This added flexibility is especially valuable in fast-paced, innovation-driven sectors such as tech, fintech, and digital services, where funding needs can shift rapidly.

4. What does this mean for investors?

From an investor’s perspective, the removal of authorised capital requirements makes it easier to work with responsive, agile companies that are more open to investment. It also means that equity can be diluted or increased more easily, depending on the chosen growth strategy.

Companies can raise capital without having to secure unanimous shareholder approval to amend their constitution, making fundraising rounds more dynamic and better aligned with market expectations.

5. So how should you structure your shared capital in Mauritius today?

Just because authorised capital is no longer compulsory doesn’t mean your share structure should be taken lightly. It remains crucial to define a clear share issuance strategy, in line with:

• Decision-making power (voting rights);
• Shareholder commitments (contributions, dividends, etc.);
• Growth plans (future financing, expansion, M&A activity).

When incorporating, you should outline:

• The initial number of shares issued;
• Their nominal value (or state they are no-par value shares);
• The rights attached to the shares – voting, dividends, liquidation;
• A clause allowing for the future issue of additional shares, with or without pre-emption rights.

It’s strongly advised to consult a firm specializing in company formation to ensure your share structure supports your business goals. Contact C&S Secretarial Services for expert assistance.

6. Aligning with international best practice

Mauritius is not alone in making this move. The removal of authorised capital requirements reflects a global shift towards simplifying corporate governance and boosting economic competitiveness.

By adopting this approach, Mauritius is positioning itself alongside leading international jurisdictions and sending a strong signal to investors: the country offers a modern, stable, and innovation-friendly legal environment.

7. In summary

If you’re setting up a company in Mauritius, don’t be held back by habits from a previous legal framework. Authorised share capital is no longer a requirement, and this flexibility could be one of your business’s biggest advantages.

This change opens the door to a new generation of entrepreneurs and investors, people ready to move fast, avoid unnecessary red tape, and build lean, efficient business models from the outset.

Need help structuring your company’s share capital?

C&S Secretarial Services Ltd supports company founders and directors in Mauritius through every stage of the incorporation process. From legal structuring to administrative compliance, they help you build on solid foundations, with full flexibility and peace of mind.