Mauritius clarifies beneficial ownership thresholds.
Written by Dharmesh Naik,
Mauritius has clarified the ownership thresholds used to identify Ultimate Beneficial Owners (UBOs) through the Companies (Beneficial Owner) (Percentage of Shares) Regulations 2019, revised by Act 3 of 2026 with effect from 18 April 2026. The regulations establish a prescribed shareholding percentage for determining beneficial ownership, providing greater certainty for companies seeking to comply with their disclosure and record-keeping obligations.
The move forms part of Mauritius’ broader commitment to corporate transparency and strengthens the practical application of the beneficial ownership framework established under the Companies Act.
Beneficial ownership under the Companies Act
Under Section 2 of the Companies Act, a beneficial owner is the natural person who ultimately owns or controls a company, or on whose behalf a transaction or activity is conducted. Control may arise through voting rights, the ability to appoint or remove directors or ownership of shares.
The Act also provides that control may be established through the direct or indirect ownership of shares in a prescribed percentage. The Companies (Beneficial Owner) (Percentage of Shares) Regulations 2019, as amended, clarify this requirement by defining the ownership threshold that gives rise to beneficial ownership obligations.
The 20% ownership threshold
The regulations establish a prescribed threshold of 20% share ownership for identifying a beneficial owner. Any natural person who directly or indirectly owns 20% or more of a company’s shares is considered a beneficial owner under Mauritian law, regardless of the class or type of shares held.
By establishing a clear numerical benchmark, the regulations provide companies with greater certainty when assessing ownership structures and determining reporting obligations. Individuals meeting the threshold must be identified and recorded in accordance with the Companies Act’s beneficial ownership requirements.
The regulations also recognise the distinct regulatory framework governing financial institutions. For entities that qualify as financial institutions under the Banking Act, beneficial ownership is determined by reference to the concept of a “significant interest” under that legislation rather than the standard 20% threshold. This ensures consistency between corporate transparency requirements and the prudential framework applicable to the financial sector.
Implications for businesses
The amendment to the prescribed ownership threshold removes uncertainty from an important aspect of Mauritius’ beneficial ownership regime. Companies should review their ownership structures to identify individuals who meet the threshold through direct or indirect holdings and ensure that Beneficial Ownership Registers remain accurate and supported by the required declarations and records.
Particular attention should be given to layered corporate structures, nominee arrangements and other ownership mechanisms where beneficial ownership may not be immediately apparent. For financial institutions, beneficial ownership assessments should continue to be conducted with reference to the Banking Act’s significant interest provisions.
By providing a clear statutory benchmark for most companies while preserving sector-specific requirements where appropriate, the regulations support greater transparency and consistency in the identification of beneficial owners.
