Mauritius Global Business Company GBC-2 Formation

   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)

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

Product Package

Includes:

1. Government Registration Fee (First year)
2. Registered Office Address (First year)
3. Registered Agent Services (First year)
4. Company Secretarial Maintenance
5. Certificate of Incorporation
6. Memo & Articles of Association
7. Appointment of 1st Directors
8. Consent Actions of the BOD
9. Share Certificates
10. Register of Directors
11. Register of Officers
12. Register of Shareholders
13. 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). 

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.

Offshore Protection

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Start the Mauritius Incorporation process with Offshore-Protection today. Order a Mauritius GBC2 with or without a bank account.