Jurisdictions

Mauritius

Why Incorporate in Mauritius?

Situated in the Indian Ocean, approximately 800km off the East Coast of Madagascar, Mauritius is a political and financially stable and mature democracy which has actively sought and welcomed foreign investors and business for many decades. The banking, communications, financial and professional infrastructure is adept at meeting the demands of international business and tax practitioners.

Key Benefits

  • Well regulated and sophisticated jurisdiction
  • Excellent infrastructure, communications and banking facilities
  • Modern corporate legislation
  • Expanding network of double tax treaties benefiting those who wish to utilise Mauritius companies for international investment
  • The Mauritius Registry offers total confidentiality and does not permit access to company information held on file via company searches
  • The country has attracted more than 9,000 offshore entities, many aimed at commerce in India and South Africa
  • Investment in the banking sector has reached over USD 1 billion
  • English is the official language of business but French and Creole are widely spoken
General Information
Population

The population of the Island is approximately 1,200,000 made up principally by people of European, African, Indian and Chinese origin. Mauritius takes pride in the fact that these different cultures co-exist in peace and succeed in creating a cultural entity that is distinctly Mauritian.

Political Structure

The British ruled Mauritius for 158 years until 12 March 1968 when it became an independent country within the Commonwealth. The Republic of Mauritius is a Westminster style democracy. The President is the Head of State and Commander in Chief. Full executive power rests with the Prime Minister who is Head of Government. The Members of Parliament are elected every five years by popular vote and a number of political parties contest the elections every five years, reflecting the country’s firm commitment to a multi-party political system.

Economy

Since independence in 1968, Mauritius has developed from a low income, agriculturally based economy to a middle-income diversified economy with growing industrial, financial, and tourist sectors. For most of the period, annual growth has been of the order of 5% to 6%.

The government’s development strategy centres on foreign investment. Mauritius has attracted more than 15,000 offshore entities, many aimed at commerce in India and South Africa, and investment in the banking sector alone has reached over US$ 1 billion.

Language

English is the official language. However, the Mauritian population is largely bilingual, being equally fluent in English and French. Creole is also spoken and understood
by everyone.

Currency

Mauritian Rupee

Exchange Control

None

Type of Law

Common Law for corporate matters.

Mauritius Company Information

Mauritius GBC I Companies

Mauritius GBC I Companies are resident in Mauritius and consequently subject to tax. However, they benefit from both tax credits and a longstop tax rate of 3%. Correctly structured and managed Mauritius GBC I companies may access Mauritius’ network of 33 tax treaties. Neither capital gains nor withholding taxes are levied. Consequently, Mauritius GBC I companies are used by tax practitioners and businesses to structure investments into Mauritius’ treaty partners, which include China, India, Indonesia, Luxembourg and Thailand.

Read more about Mauritius GBC I Companies

Key Benefits & Overview

  • Companies holding a Category 1 Global Business Licence – are tax resident and are therefore subject to 15% income but with an automatic tax credit making the effective rate 3%.
  • If they are correctly structured and managed, Mauritius GBC I companies may access Mauritius’ wide tax treaty network.
  • Neither capital gains nor withholding taxes are levied.
  • Consequently, Mauritius GBC I companies are used by tax practitioners and businesses to structure investments into Mauritius’ treaty partners, which include
    China, India, Indonesia, Luxembourg and Thailand.

Mauritius GBC I Companies are governed by The Companies Act, 2001 and regulated by the Mauritius Financial Services Commission. They are subject to compliance and reporting regimes similar to those of Hong Kong or UK companies.

All companies seeking to benefit from this status are granted licenses on a case by case basis by the regulatory authorities in Mauritius.
This procedure demands the submission of a detailed business plan and disclosure of beneficial ownership.
Normally it takes about 3-4 weeks to set up a Mauritius GBC I Company.


Key Corporate Features

General
Type of Company GBC I
Type of Law Hybrid
Shelf company availability No
Our time to establish a new company 4 Weeks
Minimum government fees (excluding taxation) US$1,750 to FSC and US$325 to ROC
Corporate Taxation Varies from 0% to 3%
Double Taxation Treaty Access Yes
Share Capital or Equivalent
Standard currency US$
Permitted currencies Any except Rs.
Minimum paid up US$1
Usual authorised US$1,000,000
Directors
Minimum number Two
Local required 2 required
Publicly accessible records No
Location of meetings Anywhere, but include at least 2 directors from Mauritius
Shareholders
Minimum number One
Publicly accessible records no
Location of meetings Mauritius – by proxy
Company Secretary
Required Yes
Local or qualified Local and qualified
Accounts
Requirements to prepare Yes
Audit requirements Yes
Requirements to file accounts Yes
Publicly accessible accounts No
Recurring Government Costs
Minimum Annual Tax / Licence Fee US$1,750
Annual Return Filing Fee US$220
Other
Requirement to file annual return No
Change in domicile permitted Yes

Mauritius GBC I Company Information

Principal Corporate Legislation

The Companies Act 2001.
Financial Services Act 2007.
A Company holding a Category 1 Global Business License is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is in Mauritius.

Procedure to Incorporate

Once name approval has been obtained, three copies of the Constitution (Memorandum and Articles of Association) are submitted, together with a notice of the First Directors, Secretary and location of the Registered Office, and consent forms signed by the Officers.

Restrictions on Trading

A licence is required to undertake banking or insurance business or solicit funds from the public.

Powers of Company

A company incorporated in the Republic of Mauritius has the same powers as a natural person.

Language of Legislation and Corporate Documents

The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation.

Registered Office Required

Yes, must be maintained in Mauritius at the address of a licensed management company or law firm.

Shelf Companies Available

No.

Time to Incorporate

Three to four weeks.

Name Restrictions

Any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius.

Language of Name

English or French.

Names Requiring Consent or a Licence

The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

Yes, not public.


Mauritius GBC I Compliance

Stated Capital

The Stated Capital comprises the total amount received and receivable by the company with respect to the issue of shares or calls therewith.

Classes of Shares Permitted

Registered shares, preference shares, redeemable shares and shares with or without voting rights.

Taxation

Companies pay a fixed annual licence fee of US$ 1,750 and a one-off non-refundable licence application fee of US$ 500 to the Financial Services Commission. On incorporation a one-off fee of US$ 325 is payable to the Registrar of Companies for private companies. Thereafter a further US$ 325 is payable annually for private companies. Companies are resident in Mauritius for tax purposes. There is no capital gains taxation in Mauritius and there are no withholding taxes on the payment of dividends, interest or royalties from Companies. There are no stamp duties or capital taxes. Companies holding Category 1 Global Business License are liable to taxes at a rate of 15%.

Tax Situation
  • Provided that the Company holding a Category 1 Global Business License owns at least 5% of an underlying company, credit will be available on foreign tax paid on the income out of which the dividend was paid (“underlying foreign tax credit”).
  • When a company not resident in Mauritius, which pays a dividend, has itself received a dividend from another company not resident in Mauritius (a “secondary dividend”) of which it owns either directly or indirectly at least 5% of the share capital, such dividend will be allowable as a foreign tax credit and an underlying foreign tax credit will also be available.
  • Mauritius has no thin capitalisation rules. Interest and royalty payments paid by Companies holding a Category 1 Global Business License are fully tax deductible in Mauritius.
  • Tax sparing credits are available – Under this regime the effective rate of taxation in Mauritius can be reduced as a long stop provision exists whereby Companies holding Category 1 Global Business License may elect not to provide written evidence to the Commissioner showing the amount of foreign tax charged and enjoy deemed taxation at 80% of the normal rate of 15%, i.e. 12%. Thus, use of this long stop provision in isolation would reduce the effective rate of taxation in Mauritius from 15% to 3%.
Double Taxation Agreements

Mauritius has an extensive double tax treaty network which includes treaties with the following countries: Belgium, Botswana, Mauritius, Croatia, Cyprus, France, Germany, India, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Singapore, South Africa, Sri Lanka, Swaziland, Sweden, Thailand, Uganda, UK and Zimbabwe.

Licence Fee

US$ 1,750 to the FSC.
Registrar of Companies charge approximately:

  • US$325 Private Limited Company
  • US$450 Public Limited Company
Financial Statements Required

Audited financial statements must be filed with the Financial Services Commission.

Directors

Companies holding Category I Global Business Licenses require a minimum of two Directors who must be natural persons resident in Mauritius.

Company Secretary

A qualified resident company secretary must be appointed.

Shareholders

Companies holding Category 1 Global Business License require a minimum of one shareholder and the same rule applies if the company is to be a wholly owned subsidiary. The Financial Services Act requires a GBC I to be administered at all times by a Management Company licensed by the Financial Services Commission and in determining whether a GBL I should be granted or renewed, the FSC takes into account whether the company will be managed and controlled in Mauritius. In doing so, the FSC may consider, inter,alia, whether the GBC I:

  • will have or has at least 2 directors of sufficient calibre to exercise independence of mind and judgement, resident in Mauritius;
  • will maintain or maintains at all times its principal bank account in Mauritius;
  • will keep and maintain or keeps and maintains. at all times, its accounting records at its registered office in Mauritius;
  • will prepare or proposes to prepare its statutory financial statements and causes or proposes to have such financial statements to be audited in Mauritius;
  • provides for meetings of directors to include at least 2 directors from Mauritius.

Mauritius GBC II Companies

Mauritius GBC II Companies are tax exempt, flexible business entities that are regularly utilised for international trade, investment and consultancy.

A company holding a Category 2 Global Business License is often used for trading and investment. GBC II companies are not resident for tax purposes and do not have access to Mauritius’ tax treaty network.

Read more about Mauritius GBC II Companies

Key Corporate Features

General
Type of Company GBC II
Type of Law Hybrid
Shelf company availability Yes
Our time to establish a new company 3 Days
Minimum government fees (excluding taxation) US$235 to FSC US$65 to ROC
Corporate Taxation Nil
Double Taxation Treaty Access No
Share Capital or Equivalent
Standard currency US$
Permitted currencies Any except Rs.
Minimum paid up US$1
Usual authorised Unlimited
Directors or Managers
Minimum number One
Local required No
Publicly accessible records No
Location of meetings Anywhere
Members
Minimum number One
Publicly accessible records No
Location of meetings Anywhere
Company Secretary
Required Optional
Local or qualified No
Accounts
Requirements to prepare Yes
Audit requirements Yes
Requirements to file accounts No
Publicly accessible accounts No
Other
Requirement to file Annual Return No
Change in domicile permitted Yes/td>
Other
Requirement to file annual return No
Change in domicile permitted Yes

Mauritius GBC II Company Information

Principal Corporate Legislation
  • The Companies Act 2001
  • Financial Services Act 2007
  • Finance (Miscellaneous Provisions) Act 2012
Type of company for international Trade and Investment

A Company holding a Category 2 Global Business License which is similar to a British Virgin Island International Business Company and is non-resident for tax purposes.

Procedure to Incorporate

Submission of the Memorandum and Articles of Association and a Certificate from the Registered Agent confirming compliance with the requirements of the Ordinance. The application must be supported by a Legal Certificate issued by a local Lawyer certifying that local requirements have been complied with. Finally, directors and shareholders must execute consent forms and these must be filed with the Registrar of Companies.

Restrictions on Trading

Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.

Powers of Company

A company incorporated in the Republic of Mauritius has the same powers as a natural person.

Language of Legislation and Corporate Documents

The legislation is in English; the documentation may be expressed in any language but must be accompanied by a certified English translation.

Shelf Companies Available

Yes.

Name Restrictions

Any name that is identical or similar to an existing company or any name that suggests the patronage of the President or the Government of Mauritius.

Language of Name

English or French.

Names Requiring Consent or a Licence

The following names or their derivatives: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius.

Suffixes to Denote Limited Liability

Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft or the relevant abbreviations.

Disclosure of Beneficial Ownership to Authorities

Yes


Mauritius Category 2 Company Compliance

Share Capital
  • The usual authorised share capital is US$ 100,000 with all of the shares having a par value.
  • The usual authorised share capital is US$ 100,000 with all of the shares having a par value.
Classes of Shares Permitted

Registered shares, preference shares, redeemable shares and shares with or without voting rights.

Taxation

A Company holding a Category 2 Global Business License does not pay any tax on its world-wide profits to the Republic of Mauritius.

Licence Fees

A fee of US$ 100 on incorporation as license processing fees. First Annual License Fees for the period from the date of incorporation until the following 30th June:

  • July to September = US$ 235
  • October to December = US$ 175
  • January to March = US$ 120
  • April to June = US$ 60

Thereafter an Annual License Fees of US$ 235 to the FSC payable by the 30th of June of every year together with US$65 to the Registrar of Companies.

Financial Statements Required

Companies holding a Category 2 Global Business Licence are required to maintain financial statements to reflect their financial position. Annual Accounts must be filed with the authorities within six months of the balance sheet date.

Directors

Minimum one, who may be natural person or a body corporate.

Company Secretary

Optional.

Shareholders

The minimum number of shareholders is one. Any change in the beneficial ownership/ ultimate beneficial ownership must be notified to the Financial Services Commission in Mauritius within one month.

Services Offered

  • Expertise with regards to the incorporation, management and application of Mauritius GBC and GBCII companies
  • Day-to-day company administration including opening and operating bank accounts, issuing invoices, VAT management, accounting and bookkeeping services
  • Company secretarial services
  • Provision of professional directors and nominee shareholders
  • Independent audit services
  • Registered office and virtual office services
  • Access to Mauritius offshore banking units
  • Mauritius yacht and ship registration

Incorporate in Mauritius

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