Mauritius Offshore Company (Global Business Licence GBC1)

A Mauritius GBC-1 is a corporation registered through the Mauritius Registrar of Companies and regulated by the Financial Services Commission to hold a Category 1 Global Business Licence that enables the company to carry out business activities outside the country. A Global Business Company is a special type of offshore company can be locally incorporated or registered as a branch of a foreign company, and maybe migrated to another domicile yet continue to be a Mauritius GBC-1, if it is permissible by the associated offshore financial center.

There are no minimum or maximum capital requirements and, except for the Mauritian Rupee, the share capital may be expressed in any currency. The Finance Act of 2010 dictates that a GBC-1 may do business in Mauritius, deal with residents of Mauritius and hold shares (or other interests) in a Mauritius-resident corporation. Additionally, a Mauritius GBC-1 may perform any business activity that is legal, does not go against the public interest, and does not negatively affect the good reputation of Mauritius as a tax haven.

Table of Contents:

• Advantages of a Global Business Company in Mauritius
• Key Corporate Features of a Mauritius Global Business Company
• New FSC Requirements for Mauritius GBC1 Companies
• Requirements for Incorporation 
• Taxation of a Global Business Company GBC1 in Mauritius
• Tax Rates and Conditions
• Annual Tax Return and Accounting Requirements
• Corporate Details of a GBC1 Company

Advantages of a Global Business Offshore Company in Mauritius

• Growing network of more than 30 Double-Taxation avoidance treaties
• Great reputation for prominent trade operations
• Strong governmental support for enforcing tax treaties
• Non-disclosure of company officers names (not open for public viewing; only filed with the Registrar)
• No capital gains tax
• No withholding taxes
• No limits on the carry-forward of tax losses
• No exchange controls
• Applicable tax credits (equal to the actual foreign tax levied OR 80% of the Mauritius tax on its foreign-source income, whichever is higher)
• Effective maximum tax rate of 3% on business profit (corporate applicable tax rate in Mauritius is 15%, less a foreign tax credit of 12%)
• Foreign tax credit for withholding and underlying taxes paid abroad
• Neither capital gains nor withholding taxes are levied
• Exemption from stamp duties, registration duties or other such fees
• Interest on bank deposits not taxable
• Dividends are tax exempt
• Service fees, interest and royalties paid to foreign affiliates are permitted as itemized expenses
• Royalties paid to non-residents are exempted from taxes

Things to Consider

• Mauritius GBC-1 Companies are resident in Mauritius, thus subject to tax on foreign income at the rate of 15%. However, through the automatic application of foreign tax credit of 12% (80% x 15%), this rate can be decreased to an effective rate of 3%.
• Approximate time for Mauritius GBC-1 company formation is 4 weeks or less.

Top Uses of a GBC 1

• Ideal entity for public financial operations such as holding foreign investments and fund management
• Used by tax experts and businesses to structure investments into Mauritius’ treaty partners, such as China, India, Thailand, Singapore, and many more
• Ideal for holding rights to intellectual property, such as patents, industrial designs, copyrights, trademarks, and service marks
• Additional uses include Collective Investment Schemes, Financial Business Activities, Trading, Consultancies, Closed-ended Funds, Information and Communication Technology

Overview of Mauritius as a Jurisdiction

Mauritius is recognized for its conducive business environment, characterized by political and economic stability, a hybrid legal system, and attractive conditions for offshore company formation, making it a jurisdiction of choice for international business and investment.

Political and Economic Stability

Mauritius boasts a free and democratic political system that has contributed to its reputation as a stable jurisdiction within Africa. This stability is further reinforced by a steady economic growth rate, with the country positioning itself as a gateway for cross-border investment, especially into Africa and Asia.

Legal Framework

The island operates under a dual legal system that combines the principles of Common Law and Civil Law, providing a diverse legal foundation that supports business operations effectively. Company formation in Mauritius is governed by modern and transparent regulations, ensuring legal predictability and reliability for offshore entities.

Privacy and Asset Protection

Mauritius offshore companies are designed to offer enhanced privacy and robust asset protection for investors. These entities operate within a legal framework tailored to maintain confidentiality while safeguarding assets from various forms of seizure.

Confidentiality Measures

Mauritius maintains strict confidentiality for offshore company ownership and transactions. The identity of shareholders and directors is protected under Mauritius law, and information is not disclosed to third parties unless in cases of legal necessity. Bearer shares are not permitted, which reinforces transparency while still providing privacy. This ensures that while ownership details are recorded, they are not publicly accessible, striking a balance between confidentiality and regulatory compliance.

Protection from Seizure

Asset protection is a cornerstone of Mauritius offshore entities. Assets held within these companies are insulated from potential legal challenges and financial claims, including foreign judgments. The legal structure of Mauritius creates a deterrent against seizure, making it difficult for creditors to access the assets. For additional layers of protection, investors often combine offshore companies with trusts or foundations, providing a legal separation of ownership that further shields assets from external liabilities

Key Corporate Features

Company Package Includes

1. Certificate of Incorporation
2. Certified copy of the Memorandum & Articles of Association
3. Registered office & agent fee for the first year
4. Government fees for the first year
5. Company Secretarial Maintenance for the first year
6. Certificate of Endorsement
7. Articles of Incorporation
8. Transfer of Subscription Rights
9. Share Certificate(s)
10. Initial corporate minutes resolution
11. Apostille
12. Register of Directors
13. Register of Members
14. Appointment of First Directors
15. Consent Actions of the Board of Directors
16. Company Seal

Registration Process

The registration process entails the following:

1. Choosing the Company Type: Selecting either a Global Business Company or an Authorised Company depending on the business needs and tax planning strategy.

2. Applying to the Registrar of Companies: An application should be submitted to the Registrar, including all necessary documents. The timeframe for this process generally ranges from 1 to 6 weeks.

3. Obtaining Additional Licenses: Some business activities may require special licenses, extending the setup timeframe.

Required Documentation

To register an offshore company in Mauritius, applicants must provide several key documents as stipulated under the Companies Act 2001:

• Incorporation Application: A duly filled application form declaring details of the business.
• Company Statutes: Copies of the company's Memorandum of Association and Articles of Association.
• Details of Shareholders and Directors: Personal identification and address proofs for all the individuals involved.
• Business Plan: A comprehensive outline of intended business activities.
• Proof of Address for the Company: This may include lease or rental agreements.

Proper compliance with documentation requirements is critical for a successful registration.

Requirements for Incorporation 

Regulated by the Mauritius Financial Services Commission and ruled by the Companies Act of 2001 and the Financial Services Act 2007, the FSC determines whether a Mauritius GBC-1 licence should be granted or renewed by taking into consideration whether the company will be managed and controlled in Mauritius.

Mauritius companies are accountable to criteria akin to that of UK and Hong Kong companies. Thus, the FSC awards GBC-1 licenses only to qualifying companies on an individual basis that comply with the criteria below:

• Submission of a detailed business plan
• Disclosure of beneficial ownership
• Minimum of two (2) Mauritius-resident directors, of sufficient calibre to exercise independence of mind and judgement
• Minimum of one shareholder (may be of any nationality or residence)
• Names of company officers must be filed with the Registrar (not open for public viewing)
• Audited financial statements must be filed with the Financial Services Commission within six months of balance sheet date
• Must keep its principal bank account in Mauritius at all times
• Must keep its accounting records at its registered office in Mauritius at all times
• Must prepare its statutory financial statements and cause same to be audited in Mauritius
• Must provide for meetings of directors to include at least two (2) directors from Mauritius
• Full-time administration by a Management Company licensed by the Financial Services Commission

New FSC Requirements

The Guide to Global Business was recently amended by the Financial Services Commission (FSC) to require any Mauritius with a GBC-1 licence to have presence, which may be reasonably expected from a corporation managed and controlled in Mauritius. Additional criteria to be considered by the FSC include: having office premises, holding assets, employing staff and being listed in Mauritius.

Deadline for Mauritius GBC-1 companies to comply with the new requirements: 1 January 2015.

Below is the revised Chapter 4: Section 3 (new requirements are shown in italics):

3. Control and Management of Conduct of Business for a GBC 1

3.1 The following sections provide guidelines on matters which the Commission considers relevant when determining 'management and control'.

3.2 In determining whether the conduct of business will be or is being managed and controlled from Mauritius, the Commission shall take into consideration whether a corporation:

• (i) shall have or has at least 2 directors, resident in Mauritius, who are appropriately qualified and are of sufficient calibre to exercise independence of mind and judgement.
• (ii) shall maintain or is maintaining at all times its principal bank account in Mauritius;
• (iii) shall keep and maintain or is keeping and maintaining, at all times, its accounting records at its registered office in Mauritius
• (iv) shall prepare, or proposes to prepare or prepares its statutory financial statements and causes or proposes to have such financial statements to be audited in Mauritius;
• (v) shall provide or provides for meetings' of directors to include at least 2 directors from Mauritius; and
• (vi) which is authorised/licensed as a collective investment scheme, closed end fund or external pension scheme, is administered from Mauritius.

3.2.1 Each resident director mentioned in paragraph 3.2(i) shall also comply with all requirements provided in the Circular Letter (CL280313) issued by the Commission on 28 March 2013 - Annexure 5.

3.3 In addition to the requirements mentioned in section 3.2, when determining whether a corporation is managed and controlled from Mauritius, the Commission shall also consider whether a corporation meets at least one of the following criteria:

• (i) the corporation has or shall have office premises in Mauritius; or
• (ii) the corporation employs or shall employ on a full time basis at administrative/technical level, at least one person who shall be resident in Mauritius; or 
• (iii) the corporation's constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius;
• (iv) the corporation holds or is expected to hold within the next 12 months, assets (excluding cash held in bank account or shares/interests in another corporation holding a Global Business Licence) which are worth at least USD 100,000 in Mauritius;
• (v) the corporation's shares are listed on a securities exchange licensed by the Commission; or
• (vi) it has or is expected to have a yearly expenditure in Mauritius which can be reasonably expected from any similar corporation which is controlled and managed from Mauritius.

3.4 A corporation shall be deemed to have satisfied section 3.3 where a related corporation holding a Category 1 Global Business licence satisfies one of the criteria mentioned in section 3.3.

3.5 With regards to 3.3 (vi) the onus is on the corporation to satisfy the Commission that its level of expenditure in Mauritius is reasonable. Reasonableness of expenditure would be judged in the light of circumstances of each case. Factors to be considered to decide whether the level of expenditure of a corporation is reasonable include the type of activity of the corporation, its average turnover, the country(ies) in which it is conducting business, the value of its net assets and the industry average.

Taxation of a Global Business Company GBC1

Double-Taxation Agreements

Mauritius GBC-1 licenced companies benefit from Double Taxation Treaties signed between Mauritius and a growing network of countries. As of first quarter of 2014, these include:

Australia, Barbados, Belgium, Botswana, Croatia, Cyprus, Democratic Socialist Republic of Sri Lanka, France, Germany, India, Italy, Kuwait, Lesotho, Luxembourg, Madagascar, Malaysia, Monaco, Mozambique, Namibia, Nepal, Oman, Pakistan, People’s Republic of Bangladesh, People’s Republic of China, Rwanda, Senegal, Seychelles, Singapore, South Africa, State of Qatar, Swaziland, Sweden (New), Thailand, Tunisia, Uganda, United Arab Emirates, United Kingdom, Zambia, and Zimbabwe.

Tax Residency

For tax purposes, a Mauritius GBC-1 licenced company is resident in Mauritius.

A Tax Residency Certificate is required for a Mauritius GBC-1 company to receive the benefit of its tax treaties. To qualify for the Mauritius Tax Residency Certificate, central control and administration of a GBC-1 must be located in Mauritius and be materially proven.

Specifically, the Mauritius GBC-1 must show that: 

• Control and management is applied from Mauritius
• Its registered office be located in Mauritius
• At minimum two (2) Directors must reside in Mauritius (one resident Director is required to chair meetings)
• It hires the services of a local company secretary
• Uses a local auditor
• A bank account is maintained with and banking is routed through a Mauritian offshore bank
• All its accounting and records are kept in Mauritius
• Its Directors’ and Shareholders’ meetings are held in Mauritius (if meetings are chaired from Mauritius, then teleconferencing is allowed)

Tax Rates and Conditions

• Mauritius GBC-1 licenced companies are subject to a corporate tax flat rate of 15%. However, GBC-1’s can also use the unilateral foreign tax credit of up to 80% of the company’s tax liability in Mauritius. Thus, the effective tax rate of a Mauritius GBC-1 is a net of just 3%.
• There is no capital gains taxation and no withholding tax on dividends, interest and royalties for GBC-1 companies to non-resident shareholders. Additionally, no stamp duties, land transfer tax, or capital taxes are levied.
• Expatriated staff of an offshore Mauritius GBC-1 company, who reside in Mauritius, pay half the normal rate of personal income tax. Each GBC-1 company is allowed two (2) expatriated staff to import cars and household goods duty-free.
• Any company that holds a GBC-1 licence and owns a minimum of 5% of a subsidiary company will qualify for the 'underlying foreign tax credit'. In other words, foreign taxes paid on income out of which dividends are paid may receive a credit.
• A non-resident Mauritius company, which pays a dividend and has also received a 'secondary dividend' from another non-resident Mauritius company (where it owns a minimum of 5% of its share capital), will qualify for the 'underlying foreign tax credit'; in addition, said dividend will be allowed as a foreign tax credit.
• Mauritius does not have any thin capitalisation rules. Therefore, GBC-1 licenced companies that pay interest and royalty payments may fully deduct these payments from taxes due in Mauritius.

Annual Tax Return and Accounting Requirements

• Companies holding a Mauritius GBC-1 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 of a GBC1 Company

Anonymity, Confidentiality and Disclosure

A Mauritius GBC-1 offshore company must disclose, to the Mauritius Registrar of Companies, the names of directors and beneficial owners. This information, however, is not made publicly available.

When registering your Mauritius GBC-1 company, you may choose to use nominee directors and shareholders, for complete anonymity. Mandatory annual filing of the company's accounts are not disclosed to the public.

In the Financial Services Act 2007, a particular provision (Section 83) speaks to the issue of confidentiality. It states that unless appropriate permission is granted by any official of the Financial Services Commission, disclosure of confidential information pertaining to a Mauritius GBC-1 is an offence punishable by imprisonment and fine.

All information filed with the Financial Services Commission is for its use only and fully confidential. This information may only be disclosed following presentation of proof of drug trafficking, arms dealing, money laundering and/or terrorist financing, under the rigorously limited provisions of the Financial Intelligence and Anti Money Laundering and the Prevention of Corruption Act 2002.

Company Shares

Mauritius GBC-1 companies are allowed registered shares, preference shares, redeemable shares and shares with or without voting rights. The Stated Capital comprises the total amount received and receivable by the company with respect to the issue of shares or calls therewith.

Required Capital

Mauritius GBC-1 companies have no minimum capital requirement.

Financial Statements Required

Mauritius GBC-1 companies must file audited financial statements annually with the Financial Services Commission.

Directors

 Mauritius GBC-1 companies must have a minimum of two Directors who must be natural persons residing in Mauritius.

Company Secretary

Mauritius GBC-1 companies must also appoint a qualified company secretary who resides in Mauritius.

Shareholders

Mauritius companies with a GBC-1 licence require a minimum of one shareholder; the same rule applies if the company is a wholly-owned subsidiary.

Trading Restrictions

To operate as a banking or insurance business, or to receive funds from depositors, a licence is required.

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 Required

A registered office must be kept at the domicile of a licenced Mauritian management company or law firm.

Local Presence

A Mauritian Resident Director and Resident Secretary are required at all times for all Mauritius GBC-1 licenced companies. In addition, a local bank, auditor and accountant are mandatory.

Management and Annual Meeting of shareholders

Corporate Directors are not allowed. Shareholders must hold an annual meeting every calendar year

Shelf Companies Available

No

Time Required to Form Offshore Company

Under four weeks, as long as there is no delay in receiving all relevant documentation.

Name Restrictions

No company may be formed with a name that is like or the same as any existing company. Nor may any name that implies the support or backing of the President or the Government of Mauritius.

Language of Name

The name of the company may be in either English or French.

Names of Company Requiring a Special Licence or Permission

Companies having the following names or any derivative thereof require special permission or adequate licence: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust. Also any name that, in the opinion of the Registrar, implies the support or backing of the President or the Government of Mauritius.

Permitted Limited Liability Suffixes

Mauritius GBC-1 companies may use the following international terms (or any related abbreviations) to connote limited liability: Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, or Aktiengesellschaft.

Licence Fee

• USD $1,750 - Paid to the Financial Services Commission

• Approximately USD $325 for a Private Limited Company and USD $450 for a Public Limited Company paid to the Registrar of Companies

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