The following types of company can be incorporated in Mauritius:
- Limited liability company;
- Guarantee company;
- Mixed liability company;
- Unlimited liability company;
- Foreign company; and
- Limited life company.
Mauritius' statute law on companies is contained in the Companies Act 2001. The Corporate and Business Registration Department, a government office which falls under the control of the Ministry of Finance and Economic Development, is registrar for Mauritius companies. There are three main categories of companies in Mauritius – domestic companies; Category 1 Global Business Licence companies; and Category 2 Global Business Licence companies. The Financial Services Commission Mauritius is the regulatory body for the finance industry in Mauritius and must approve certain types of company being formed, such as the Global Business Licence companies.
This guide outlines the main features of global business licence limited liability companies. Please contact Oak Trust Group should you require further information on these or the other types of companies listed above. An important factor in deciding to use a particular type of corporate vehicle is the tax and regulatory treatment that will be applied to the company both in Mauritius and any foreign country. It is imperative that appropriate legal and tax advice is sought in all relevant jurisdictions to determine the type of corporate vehicle that will be best suited to your circumstances.
Oak Trust Group has produced this as a general summary based on publicly available information. This document is not intended as taxation or legal advice and this document should not replace professional tax or legal advice tailored to your circumstances.
Types of Company
Any company formed or registered in Mauritius which proposes to conduct business outside Mauritius will be deemed to be conducting global business in Mauritius and may, accordingly, apply to the Financial Services Commission for a Category 1 or a Category 2 Global Business Licence. Applications for Global Business Licence companies may only be made through a management company approved by the Financial Services Commission (FSC), such as Oak Management (Mauritius) Limited.
Category 1 Global Business Licence (GBL1)
The purpose of the company must be to conduct business outside Mauritius. However, (unlike a GBL 2), a GBL1 can also conduct business in Mauritius to some extent. The acceptable proportion for local business is deemed acceptable in the range of 10-15%.
A GBL1 is tax resident in Mauritius and can avail of treaty benefits. To benefit from tax treaties, a GBL1 must maintain central management and control in Mauritius.
Category 2 Global Business Licence (GBL2)
The ultimate purpose of a GBL2 must be to make an investment or provide a product or service outside Mauritius. A GBL2 company is tax exempt in Mauritius and is typically used where no tax treaty benefits are sought.
Features of GBL1 and GBL2 Companies
|Category 1 Global Business Licence Company||Category 2 Global Business License|
|No corporate directors.||Corporate directors allowed.|
|Dealings with residents permissible subject to prior authorisation of the FSC.||Dealings with residents not allowed.|
|Can only undertake activities set out in the business plan filed with the FSC at the time of application for the licence. Subsequent amendments need to be notified to the FSC.||May not engage in:
|Licensing conditions depend on activity.||Standard licensing conditions.|
|Submission of audited financial statements required within 6 months of year end (3 months for those holding certain types of financial services activity licence).||To file financial summary within 6 months of financial year end.|
|Must report stated capital, which is the total of the nominal value of any par shares and any premium paid in relation to those shares.||Must report stated capital, which is the total of the nominal value of any par shares and any premium paid in relation to those shares.|
|Mauritian resident may hold beneficial interest.||Mauritian resident may not hold beneficial interest.|
|Must have at least two directors, resident in Mauritius.||Must have at least one director, non-resident and corporate directors are permitted.|
|Minimum one company secretary, who must be a natural person ordinarily resident in Mauritius, although a corporation may act as secretary with the approval of the Registrar and subject to certain specified conditions.||No statutory requirement to have a secretary in Mauritius or otherwise.|
|Must have a registered office in Mauritius.||Must have a registered office in Mauritius.|
|Must be administered by a management company directly.||Must have a registered agent in Mauritius, which must be a management company.|
|Must hold an annual meeting of shareholders.||Must hold an annual meeting of shareholders.|
|Tax resident and taxed at 15%. A deemed foreign tax credit of 80% is available on foreign sourced income giving a maximum effective rate of 3%.||Not resident for tax purposes and therefore cannot claim double taxation relief under the double taxation treaties in force in Mauritius.|
|Interest and royalty payments paid by GBL1 companies are tax exempt.||Tax exempt.|
|No capital gains tax.||No capital gains tax.|
Formation of Companies
Following the company name reservation with the Registrar of Companies and the payment of a fee for this, the following documents need to be submitted to the FSC:
- Details of all principals (name and address, nationality, country of residence, business track record, photocopy of passport). In case of corporate owner, profile and audited financial statements of the company is required.
- Detailed business plan with 3 year financial forecasts for GBL1 and a brief business plan for GBL2.
- Bank reference letter.
- Duly filled in and signed application forms.
- Payment of application fee to FSC.
There are a number of annual requirements as follows:
- Annual licence fees – annual fees are payable to the Registrar of Companies and the Financial Services Commission.
- Annual return – every company should file its Annual Return together with the accounts, which have been approved at the annual general meeting, within 28 days of the meeting.
- Accounting records – every company must keep accounting records sufficient to illustrate a company's transactions and determine its financial position. The records must be kept for at least seven years.
- Financial statements – GBL1 companies should prepare their financial statements in accordance with international accounting standards, retain these at their registered office and submit these to the FSC within 6 months of year end (or 3 months for those holding certain types of financial services activity licence). A GBL2 company is required to maintain financial statements to reflect its financial position and retain these with the registered agent, but is not required to file the financial statements with the FSC (note a financial summary needs to be submitted).
- Audit – with the exception of GBL2 companies (and small private companies), all companies in Mauritius are required to have an auditor.
- Shareholder meetings –an annual general meeting of its members should be held for both GBL1 and GBL2 companies.
- Registers – every company must keep registers containing specified details of its members, its directors, its resident agent and its secretary which must be kept at the company's registered office.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.