Legislative provisions in Mauritius

Mauritius Offshore Companies

There used to be one main source of 'offshore' regime in Mauritius, the Mauritius Offshore Business Activities Authority (MOBAA) constituted under the Mauritius Offshore Business Activities Act 1992 (MOBA Act 1992), which supervised almost all types of offshore entity other than banks, including the Free Port, and the Export Processing Zone.  In May 2000 Mauritius wrote a 'commitment letter' to the OECD in order to avoid inclusion on the OECD's list of jurisdictions which offer 'unfair' tax competition. Partly as a result of this commitment, the Government passed a range of replacement legislation in 2001 including the Financial Services Development Act 2001, which set up a Financial Services Commission to replace MOBAA.  Most existing offshore legislation has been 'grandfathered' into the new regime. As a result of the introduction of new legislation, Mauritius offers two types of offshore companies most frequently used by international investors: Global Business Company Category 1 (GBC1) and Global Business Company Category 2 (GBC2).

Global Business Company Category 1 (GBC1)

Legal form: The Global Business Company Category 1 (GBC1) replaced the old Offshore Company under the Companies Act 2001. In terms of the Financial Services Development Act 2001, a GBC1 is defined as a company engaged in qualified global business and which is carried on from within Mauritius with persons all of whom are resident outside Mauritius and where business is conducted in a currency other than the Mauritian Rupee. A GBC1 may be locally incorporated or may be registered as a branch of a foreign company. The business of an GBC1 Company must be conducted in foreign currency other than for day-to-day transactions; and GBC1 companies must not do business in Mauritius, other than to take professional advice, employ local labour, and to rent property.

Name of the company: Mauritius GBC names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima.  The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be in any language which uses the Latin alphabet.

Memorandum and Articles of Association: Once name approval has been obtained, three copies of the 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. Companies holding Category 1 Global Business License can undertake banking or insurance business or solicit funds from the public, if the relevant authorities have licensed them. The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation.

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 share capital: The usual authorized share capital is US$ 1 million with all of the shares having a par value. The minimum issued share capital is two shares of par value. Registered shares, preference shares, redeemable shares and shares with or without voting rights are permitted.

Directors of the company:  Companies holding Category 1 Global Business License require a minimum of one Director who must be a natural person. Treaty access requires a minimum of two local directors.

Registered office and local agent/secretary: Mauritius GBC must have a Registered Agent and a Registered Office in Mauritius. The Registered Agent must be qualified to act as such, such as a Lawyer, licensed Management Company, etc. Companies holding Category 1 Global Business License require the appointment of a qualified company secretary, who must be resident in Mauritius.

Taxation: Companies holding a Category 1 Global Business License - such companies are tax resident, subject to 15% income, but with an automatic tax credit making the effective rate 1.5% (3% as from 2003) and if they are correctly structured and managed may access Mauritius' tax treaty network. Neither capital gains nor withholding taxes are levied.

Audit and financial returns: Companies holding Category 1 Global Business License are required to prepare audited financial statements, which must be filed with the Financial Services Commission.

Meetings: The directors and the shareholders meetings need not be held in Mauritius as there is no requirement or an Annual General Meeting. All meetings may be held outside Mauritius, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office.

Time needed for formation: Usually it is up to 3  weeks, but we need extra 7 working days for legalization of the documents and delivery by courier.

Global Business Company Category 2 (GBC2)

Legal form: The Global Business Company Category 2 (GBC2) replaced the old International Company under the Companies Act 2001. The International Company (IC) is the Mauritian equivalent of the International Business Company found in many offshore jurisdictions. It was established by the International Companies Act 1994, but is now constituted under the Companies Act 2001. The GBC2 is ideal for international trading, invoicing, licensing, international consultancy business and is often used to hold investments or other assets. An GBC2 can take any of the forms permitted under the Companies Act 1984 (now the Companies Act 2001). There are a number of  restrictions on GBC2s, they may not: raise capital by public subscription; carry on banking or insurance business; own  real estate in Mauritius; own or manage a collective investment fund; provide nominee services, or provide trustee services to more than three trusts.

Name of the company: Mauritius GBC names must end with one of the following words, or their relevant abbreviations - Limited, Corporation, Incorporated, Societe Anonyme, Sociedad Anonima.  The following names to be used, require licensing: Bank, Insurance, Assurance, Re-Insurance, Trust, Trustee, Savings, Royal, Asset management, Fund Management, Investment Fund, Building Society, Municipal, Chartered. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be in any language which uses the Latin alphabet.

Memorandum and Articles of Association: In order to incorporate GBC in Mauritius, a Memorandum  and Articles of Association must be filed with the Registrar. 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. Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.  The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation.            

Shareholders: A minimum of one shareholder is required, who may be an individual or a corporate body.

The share capital: There is no minimum capital requirement although at least one share must be issued and paid up. Registered shares and a variety of shares such as preferred, redeemable, and fractional are allowed. Shares may be issued with or without par value. Redeemable preference shares may be issued.

Directors of the company:  The GBC 2 must have at least one director, which can either be an individual or another corporation. Directors can be of any nationality or residence, and need not also be shareholders.

Registered office and local agent/secretary: Every GBC must have a Registered Agent and a Registered Office in  Mauritius. The Registered Agent must be qualified to act as such, such as a Lawyer, licensed Management Company, etc.

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 authorities.

Audit and financial returns: Whilst there is no requirement to file audited accounts or annual returns with the authorities, a company is required to keep financial records, which should reflect the financial position of a company.

Meetings: The directors and the shareholders meetings need not be held in Mauritius as there is no requirement for an Annual General Meeting. All meetings may be held outside Mauritius, by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office.

Time needed for formation: Usually it is 3 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.