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Financial Services

Focused Dealing, Without the Underwriting Burden

The Investment Dealer (Excluding Underwriting) licence delivers a focused securities dealing mandate, permitting trading and dealing without the additional capital and compliance requirements of an underwriting licence.

Overview

What is an Investment Dealer (Excluding Underwriting)?

This licence (FSC Rule 4, SEC-2.1B) permits the holder to execute securities transactions for clients, trade as principal for resale, manage client portfolios, and give advice ancillary to that business — the same four activities as the Full Licence, minus underwriting and issuer distribution. It is not an execution-only licence: advisory and portfolio-management activity ancillary to dealing is within scope, distinct from the Discount Broker licence, which is execution-only with no advice. It represents a more proportionate regulatory framework for entities whose business model does not involve underwriting, typically market-making operations and focused dealing boutiques.

The reduced capital and conduct requirements relative to the Full Licence make it a cost-effective entry point into the Mauritius securities market. Entities that subsequently wish to add underwriting and placement capabilities may apply to upgrade their licence, making the Excluding Underwriting licence a natural staging point in a growth strategy.

The specific permissions granted and governance requirements imposed are tied to the applicant's approved business model and the applicable FSC rules, and are assessed on a case-by-case basis. Where the licence is held through a Global Business Company (GBC) structure, additional governance requirements apply, including the standard GBC requirement of at least two Mauritius-resident directors, on top of the board composition required for the licence itself.

Aurevya advises on the complete application lifecycle, including regulatory positioning, documentation, key personnel requirements, and compliance infrastructure design suited to the dealing-focused mandate.

FSC
Licensed, Securities Act 2005
Regulated by the Financial Services Commission under Mauritius's principal securities legislation, providing credibility and international recognition.
MUR 1,000,000
≈ USD 21,000
Minimum Stated Capital
A proportionate capital threshold reflecting the focused dealing scope, significantly lower than the Full Licence requirement — we confirm the current figure with the FSC as part of every engagement.
3–5
Months, Application Timeline
From initial engagement to licence grant, subject to FSC processing and completeness of documentation submitted.

Scope of Authority

Key Features

Securities Dealing
Authorised to deal in securities on behalf of clients across equity, fixed income, and other permitted categories, on both a principal and agency basis, without the requirement to maintain underwriting capability.
Dealing, Advice & Portfolio Management
Covers execution, principal dealing, portfolio management, and advice ancillary to dealing — the same four activities as the Full Licence minus underwriting and issuer distribution. It is not an execution-only licence; advisory and portfolio-management activity ancillary to dealing is within scope, distinct from the execution-only Discount Broker licence.
Market Making
The Excluding Underwriting licence permits market-making activities, providing liquidity across relevant securities markets from a Mauritius-based entity without the full underwriting compliance burden.
Proportionate Regulation
The FSC calibrates the compliance and conduct requirements for this licence category to the scope of permitted activities, providing a workable regulatory framework for mid-market dealing operations.
Lower Capital Requirement
At MUR 1,000,000, the minimum stated capital for this licence is significantly lower than the Full Licence threshold, enabling earlier market entry for entities with a focused dealing mandate.
FSC Oversight & Credibility
Despite the narrower scope, the Excluding Underwriting licence carries the full weight of FSC regulation, providing institutional counterparties and clients with confidence in the regulatory standing of the entity.

Process

How It Works

01
Business Plan & Feasibility
We assess the client's business model, target securities, client categories, and proposed dealing operations, confirming that the Excluding Underwriting licence is the optimal regulatory vehicle and scoping the application requirements.
02
Corporate Structure Setup
Incorporation of the Mauritius entity, appointment of qualified directors and compliance officer, and establishment of the governance framework required before submission of the FSC application.
03
FSC Pre-Application Meeting
Where appropriate, we facilitate a pre-application engagement with the FSC to clarify any regulatory positioning questions and ensure the formal application is submitted in optimum form.
04
Formal Licence Application
Preparation and submission of the complete FSC application, business plan, financial projections, KYC documentation for all relevant parties, governance policies, and key personnel fit-and-proper submissions.
05
FSC Review & Due Diligence
Active management of the FSC review process, responding promptly to all queries, providing supplementary documentation, and maintaining regular contact with the Commission throughout the assessment period.
06
Licence Grant & Launch
Upon licence grant, we coordinate finalisation of trading systems, client documentation, and the compliance programme, ensuring the entity is operationally ready to commence regulated dealing activities from day one.

Practical Considerations

Requirements & Timeline

Regulatory Requirements

  • Minimum stated capital of MUR 1,000,000 (approx. USD 21,000) fully paid up — we confirm the current figure with the FSC as part of every engagement
  • Qualified Chief Executive Officer with relevant securities experience
  • Approved Compliance Officer with FSC fit-and-proper clearance
  • Board with minimum two directors, at least one ordinarily resident in Mauritius, meeting FSC fit-and-proper criteria
  • AML/CFT programme aligned with FSC guidelines
  • Appropriate IT systems and internal controls for dealing operations
  • No underwriting or primary market distribution activities permitted
  • Ongoing periodic reporting to the FSC

Indicative Timeline

  • Corporate Setup: 2–3 weeks from completion of KYC and structure confirmation
  • Application Preparation: 3–5 weeks depending on business model complexity
  • FSC Review: 4–6 weeks from submission of a complete application
  • Operational Launch: 2–3 weeks post-licence grant to finalise operational infrastructure

Common Questions

Frequently Asked Questions

The principal difference is the absence of underwriting and primary market distribution authority. The Excluding Underwriting licence permits all secondary market dealing activities, buying and selling securities on behalf of clients and on a proprietary basis, but the holder may not underwrite new securities issues or manage their distribution to investors. This distinction is accompanied by a lower minimum capital requirement (MUR 1,000,000 (approx. USD 21,000) versus MUR 10,000,000 (approx. USD 213,000)) and a proportionately calibrated compliance framework.
The FSC requires a minimum stated capital of MUR 1,000,000 (approx. USD 21,000) for an Investment Dealer (Excluding Underwriting). This capital must be fully paid up and maintained at all times. Ongoing capital adequacy monitoring is required, and Aurevya's compliance team provides regular support in this regard to ensure the entity remains compliant with FSC capital requirements throughout its operating life.
Yes. An existing Investment Dealer (Excluding Underwriting) licensee can apply to the FSC to upgrade to a Full Licence as the business grows and underwriting activities become commercially relevant. This involves a variation of licence application demonstrating the additional capital, personnel, and operational capability required for the full scope of dealing activities. Aurevya can manage this upgrade process at the appropriate stage of the business's development.
The Excluding Underwriting licence does not inherently preclude retail client services, subject to FSC conduct of business requirements. In practice, many holders of this licence focus on professional and institutional clients, where suitability requirements are less onerous. The decision to serve retail clients should be assessed in the context of the business model and discussed with Aurevya's regulatory advisers during the application design stage.
FSC licensees in the investment dealer category are required to submit regular financial returns, compliance reports, and AML/CFT disclosures on a periodic basis. The exact reporting schedule is prescribed by FSC rules and licence conditions. Aurevya's compliance team manages all FSC reporting obligations on behalf of clients, ensuring timely and accurate submissions throughout the year and handling any regulatory correspondence that arises.

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Establish Your Regulated Entity

We structure and licence investment dealers operating without underwriting activities.

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