Mauritius Global Business Company GBC-2 Formation
- Last updated on . Written by Offshore Protection.
Read about the Mauritius Global Business Company, Category 1 (GBC1)
Mauritius Global Business Company, Category 2
NOTE: The government registry stopped incorporating GBC 2 companies as of 2019. Please see our GBC 1 page for more info
A Mauritius GBC-2, analogous to International Business Companies (IBC’s), is primarily used for trade and investment and has a well established offshore company formation industry. Companies that hold a Mauritius GBC-2 are not resident for the purpose of tax and have no right to use Mauritius’ tax treaty network as a result.
There is a minimum paid up capital requirement of US$1, with a usual authorisation share capital of US$100,000 (with all shares having a par value). Investors are free to express the share capital in any currency, with the only exception to the rule being the Mauritian Rupee (Rs). Companies that hold this licence are not able to trade within the Republic of Mauritius itself.
The licence is governed by the principal corporate legislation of The Companies Act 2001, Financial Services Act 2007 and the Finance (Miscellaneous Provisions) Act 2012. All business carried out under this licence should not be detrimental to the well established reputation of Mauritius as an offshore financial centre, compromise its public interest or be carried out illegally.
For more information on the Advantages of Mauritius as an Offshore Tax Haven, click here.
Table of Contents:
- Mauritius Global Business Company, Category 2
- Advantages of a Mauritius GBC2 Company Formation
- Top Uses
- Key Corporate Features
- Requirements for Incorporation
- Taxation of a Mauritius GBC-2 Offshore Company
- Annual Tax Return and Accounting Requirements
- Corporate Details
Advantages
- All Mauritius GBC-2 income is exempt from taxation
- Flexible, straightforward administration and low cost
- No reporting or accounting requirements
- Quick and efficient Mauritian offshore company registry: turnaround time of less than 72hrs
- No financial record audit requirement (no annual returns required to Mauritian government)
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Top Uses
- A simple and cost-effective option for Mauritius offshore holdings
- Ready-made for investors who require a discrete vehicle for holding a range of assets and investments, collecting any royalties or commissions, property acquisitions and consultancy services on an international scale
- Large freedoms for business, monetary, investment, trade and financial markets
Key Corporate Features
| Mauritius GBC2 | Corporate Details |
| General | |
| Type of Entity | GBC 2 |
| Type of Law | Hybrid |
| Governed by | Companies Act 2001 Financial Services Development Act 2001 |
| Registered Office in Mauritius | Yes |
| Shelf company availability | Yes (depends on age of co. required) |
| Our time to establish a new company | 72 hours |
| Minimum government fees (excluding taxation) | US$235 to FSC* and US$65 to ROC† |
| Corporate Taxation | No |
| Access to Double Taxation Treaties | Yes |
| Share capital or equivalent | |
| Standard currency | US$ |
| Permitted currencies | All except Mauritian Rs. |
| Minimum paid-up capital investment | US$1 |
| Usual authorized amount | US$100,000 |
| Bearer shares allowed | No |
| Non-par value shares allowed | Yes |
| Directors | |
| Minimum number | 1 |
| Locally-required staff | No |
| Publicly accessible records | No |
| Location of meetings | Anywhere |
| Corporate directorship allowed | Yes |
| Shareholders | |
| Minimum number | 1 |
| Publicly accessible records | No |
| Corporate shareholder allowed | Yes |
| Location of meetings | Anywhere |
| Company Secretary | |
| Required | Optional |
| Local or qualified | No |
| Accounts | |
| Requirements to prepare | Yes |
| Audit requirements | No |
| Requirements to file accounts | Yes |
| Publicly accessible accounts | No |
| Recurring Government Costs | |
| Minimum annual gov tax | US$235 to FSC* |
| Annual accounts filing fee | US$65 to ROC† |
| Other | |
| Requirement to file annual return | No |
| Migration of domicile permitted | Yes |
| † ROC: Mauritius Registrar of Companies | * FSC: Mauritius Financial Services Commission |
Product Package
Includes:
- Government Registration Fee (First year)
- Registered Office Address (First year)
- Registered Agent Services (First year)
- Company Secretarial Maintenance
- Certificate of Incorporation
- Memo & Articles of Association
- Appointment of 1st Directors
- Consent Actions of the BOD
- Share Certificates
- Register of Directors
- Register of Officers
- Register of Shareholders
- FREE Phone and/or email consultations
Requirements for Incorporation
In order to incorporate a Mauritius global business company, the following is required:
- A submission of the Memorandum and Articles of association
- A Certificate from the registering agent confirming that the requirements of the ordinance have been complied with
- Named directors and shareholders must execute consent forms to be filed with the Registrar of Companies
- Application must be supported by a local lawyer who can certify that all relevant local requirements have been met
- The language of all legislation and Mauritian corporation documents is English
- Documentation provided may be in any language, but must be accompanied by a certified English translation
Taxation
GBC-2 is completely exempt from all taxation. This includes
- income tax
- capital gains tax
- corporate tax
- transaction tax
- stamp duty
Annual Tax Return and Accounting Requirements
- Companies holding a Mauritius GBC-2 licence must file its audited accounts, each year, within 6 months of the company’s fiscal year end, with the Financial Services Commission.
- Annual tax returns are not required.
Corporate Details
Anonymity, Confidentiality and Disclosure
GBC-2 companies must disclose, to the Mauritius Registrar of Companies, the names of its directors, shareholders and accounts. However, such details are not made publicly available.
You may use nominee directors and shareholders to ensure complete anonymity.
All information that is declared to the Financial Services Commission (FSC) is for the sole use of the FSC only. Any information that is unlawfully disclosed regarding GBC-2 companies is an offence punishable by fine and imprisonment under S83 of the FSA Act (2007).
Details of the account will only be disclosed if proof of illegal activity (drug trafficking, money laundering, arms dealing, terrorist financing) is presented to authorities. These offences are covered by Financial Intelligence and Anti Money Laundering and the Prevention of Corruption Act (2002).
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Company Shares
Shareholders are able to invest in any currency with the exception of the Mauritian Rupee (Rs). Shareholders can retain anonymity at all times, with a minimum investment of US$1. Standard approved amounts are US$100,000. The stated capital total is comprised of the total amount received and receivable by the company in respect to shares or calls.
Required Capital
Mauritius GBC-2 companies require a minimum investment of US$1.
Financial Statements Required
Mauritius GBC-2 companies must file audited financial statements annually with the Financial Services Commission.
Directors
Mauritius GBC-2 companies must have a minimum of one Director. There are no restrictions in regards to where the Director is based, and no further restrictions in regards to the hire of Mauritian nationals.
Company Secretary
The appointment of a company secretary is optional but not mandatory. Again, no local restrictions are in place regarding the hire of Mauritian nationals.
Shareholders
Mauritius companies with a GBC-2 licence require a minimum of one shareholder who can be either an individual or corporate body. The FSC in Mauritius must be notified within one month of any change in beneficial ownership or ultimate beneficial ownership.
Trading Restrictions
Companies holding a GBC-2 licence cannot trade within Mauritius itself.
Powers of the Company
Companies incorporated in Mauritius have equal power as that of a natural person.
Language of Legislation and Corporate Documents
Though documentation may be written in any language, it must be supplemented with a certified English translation. The legislation is written in English and French.
Registered Office
There are no mandatory offices requirements associated with the GBC-2.
Local Presence
There are no mandatory local presence requirements associated with the GBC-2.
Management and Annual Meeting
Corporate Directors and Shareholders are allowed. Meetings can take place anywhere in the world and there are no obligations to hold such meetings in Mauritius.
Availability of Shelf Companies
Shelf companies may be available depending on the age of company required.
Time Required to Form Offshore Company
Under four weeks, as long as there is no delay in receiving all relevant documentation.
Name Restrictions / Names Requiring Consent or a Licence or Permission
Any GBC-2 or Mauritian company formation name that is similar to an existing company name, or name that suggests the patronage of the President or the Mauritian Government, is not allowed. The following names, or derivatives thereof, require approval: assurance, bank, building society, Chamber of Commerce, chartered, cooperative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests patronage of the President or the Mauritian Government.
Permitted Limited Liability Suffixes
The following international terms (or related abbreviations) may be used to indicate limited liability: Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap and Aktiengesellschaft.
Government Company Tax
US$100 on incorporation as licence processing fee. First annual licence fees for the period from the date of incorporation until the following June are US$235. Thereafter, annual licence fees of US$235 payable to the FSC every year by the 30th June, together with an additional US$65 to the Registrar of Companies.
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