GLOBAL BUSINESS LICENSE • GBL1
Company formation, establishment of a GBL - Global Business License is one of our key focus areas. As defined under the Financial Services Act of Mauritius, a GBL1 is a venture engaged in qualified global business, controlled by non residents of Mauritius, conducting business in any currency, excluding the Mauritian rupee. Contact us for further inquiry.
For offshore business formation, the GBL1 represents the most recommended corporate structure for individuals, corporate bodies, trusts or partnerships including limited liability partnership or a société for investment vehicles and other high profile business models. A GBL1 may be locally incorporated or may be registered as a branch of an existing foreign company. Per local financial regulations, public companies, as well as firms engaged in banking, insurance and fund management, as well as companies seeking to benefit from Double Taxation Agreements (DTA) provisions can only be incorporated as GBL1 companies.
Rigorous discretion is a central focus in all of our business practices. In accordance with the framework of the Financial Services Act of Mauritius, strict confidentiality is applied to all GBL processes. Nobody may divulge documentation or information to any tribunal, court or committee of inquiry in Mauritius. Private information pertaining to a GBL is made available to the authorities only if there is a formal order by a Court of Law, on application by the Director of Public Prosecution, solely for inquiries into serious criminal offences, for example; the trafficking of narcotics, arms or money laundering - as defined by existing legislation. In such serious cases, via application to the FSC, full disclosure on the beneficial owners of a suspect company is required. Therefore, all information is considered highly privileged in nature, for the purview of authorised authorities only with specific high level inquiries and is never available for public scrutiny at any time.
Rigorous discretion is a central focus in all of our business practices. In accordance with the framework of the Financial Services Act of Mauritius, strict confidentiality is applied to all GBL processes. Nobody may divulge documentation or information to any tribunal, court or committee of inquiry in Mauritius. Private information pertaining to a GBL is made available to the authorities only if there is a formal order by a Court of Law, on application by the Director of Public Prosecution, solely for inquiries into serious criminal offences, for example; the trafficking of narcotics, arms or money laundering - as defined by existing legislation. In such serious cases, via application to the FSC, full disclosure on the beneficial owners of a suspect company is required. Therefore, all information is considered highly privileged in nature, for the purview of authorised authorities only with specific high level inquiries and is never available for public scrutiny at any time.
Qualified Global Business
In accordance with the Financial Services Act of Mauritius, a GBL1 can engage in the following Qualified Global Business Activities:
Additionally, other qualified global business activity is applicable if and when approved by the FSC.
- Aircraft Financing and Leasing
- Asset Management
- Consultancy Services
- Financial Services
- Fund Management
- IT / Information and Communication Technology Services
- Insurance
- Licensing and Franchising
- Logistics and/or Marketing
- Operational Headquarters
- Pension Funds
- Shipping and Ship Management
- Trading
Additionally, other qualified global business activity is applicable if and when approved by the FSC.
Capital, Shares & Shareholders
Capital
- There is no minimum required stated capital.
- Capital denomination in any currency except Mauritian Rupee.
- GBL1 are not subject to restrictions regarding the distribution of their assets. GBL1 may purchase their own shares subject to the Solvency Test. The share(s) may be cancelled or held as treasury shares.
Shareholders & Shares
- Par value shares, if any, may be stated in multiple currencies.
- Minimum of 1 shareholder required. This rule is also applicable if the company is a wholly owned subsidiary.
- Redeemable shares, registered shares, preference shares, and shares with or without voting rights.
- Shareholders may be individual or corporate entities.
- Shares may be subscribed by nominees but beneficial owners should be disclosed.
- Annual meetings must be held and must not take place later than 15 months apart, and no later than 6 months after stated balance sheet date. Please not that annual meetings can be held in any nation, there is no physical requirement to hold these meetings in Mauritius.
Taxation & Tax Situation
Taxation
- For tax purposes, GBL1 companies are resident in Mauritius.
- No capital gains tax, no withholding tax on payment of dividends, interests or royalties.
- No capital taxes or stamp duties.
- No inheritance tax.
- GBL1 company tax rate is 15%.
Tax Situation
- When a company, not resident in Mauritius, pays a dividend, has itself received a dividend from another company not resident in Mauritius (a 'secondary dividend') of which it directly or indirectly owns at least 5% of the share capital, such dividend will be allowable as a foreign tax credit and underlying foreign tax credits will also be available.
- Provided that a GBL1 owns 5% (minimum) of an underlying company, tax credit will be available on foreign taxes paid on the income from which the dividend was paid ('underlying foreign tax credit').
- Mauritius has no thin capitalisation rules.
- Royalty payments and interest paid by GBL1 companies are tax exempt.
- Tax sparing credits are available. Under this framework, the effective rate of taxation in Mauritius can be reduced. A long-stop provision exists allowing GBL1 companies to choose not to provide corresponding evidence to the Commissioner of Income Tax demonstrating the amount of foreign tax charged, therefore enjoying a deemed taxation at 80% of the normal tax rate of 15%. That said, the use of this long-stop provision in isolation can reduce the effective rate of tax in Mauritius from 15% to 3%.
Tax Residency & Double Taxation Agreements
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Tax Residency
Companies (Global Business Category 1) seeking to receive tax relief available under Mauritian Double Taxation Agreements require a TRC (Tax Residence Certificate), issued by the Mauritian Commissioner of Income Tax. In order to gain tax resident status, the company is required to confirm 'effective management & control' of said company, located in Mauritius. To qualify, the applicant company is advised to:
Investors should ensure that the above conditions are also satisfied in the country of investment in order to guarantee eligibility of DTA benefits.
In the majority of scenarios, we can work on our client's behalf to meet the criteria listed above. Additionally, we facilitate the assignment of professional resident directors who will initiate and chair board meetings. Together with our channel partners, we can, on your behalf, establish and provide signatories to a Mauritian bank account.
Double Taxation Agreements
Mauritius has an extensive network of Double Taxation Agreements (DTA) with countries including: Pakistan, Singapore, China, Kuwait, Indonesia, Croatia, Swaziland, Sri Lanka, Rwanda, Cyprus, Namibia, France, Mozambique, Sweden, Zimbabwe and Uganda, Botswana, South Africa, Senegal, Malaysia, Luxembourg, United Kingdom,Belgium, India, Madagascar, Oman, Nepal, Germany, Thailand, and Italy. Our extensive resource channels afford us innovative solutions opportunities in the field, tax strategies which enhance the concept of the jurisdiction as a focal point for effective tax planning.
The appealing concessions supported by those treaties include:
Tax Residency
Companies (Global Business Category 1) seeking to receive tax relief available under Mauritian Double Taxation Agreements require a TRC (Tax Residence Certificate), issued by the Mauritian Commissioner of Income Tax. In order to gain tax resident status, the company is required to confirm 'effective management & control' of said company, located in Mauritius. To qualify, the applicant company is advised to:
- Have at least two resident directors in Mauritius.
- Chair and initiate Board Meetings from within Mauritius.
- Maintain a local bank account with (we facilitate all manner of banking introductions) Mauritius-based bank through which company funds are directed.
- Maintain a registered office and maintain all statutory records within Mauritius .
- Engage a qualified local company secretary.
- Engage a local auditor.
Investors should ensure that the above conditions are also satisfied in the country of investment in order to guarantee eligibility of DTA benefits.
In the majority of scenarios, we can work on our client's behalf to meet the criteria listed above. Additionally, we facilitate the assignment of professional resident directors who will initiate and chair board meetings. Together with our channel partners, we can, on your behalf, establish and provide signatories to a Mauritian bank account.
Double Taxation Agreements
Mauritius has an extensive network of Double Taxation Agreements (DTA) with countries including: Pakistan, Singapore, China, Kuwait, Indonesia, Croatia, Swaziland, Sri Lanka, Rwanda, Cyprus, Namibia, France, Mozambique, Sweden, Zimbabwe and Uganda, Botswana, South Africa, Senegal, Malaysia, Luxembourg, United Kingdom,Belgium, India, Madagascar, Oman, Nepal, Germany, Thailand, and Italy. Our extensive resource channels afford us innovative solutions opportunities in the field, tax strategies which enhance the concept of the jurisdiction as a focal point for effective tax planning.
The appealing concessions supported by those treaties include:
- Decreasing withholding taxes on royalties, interest and dividends.
- Double taxation relief through Mauritian tax credits.
- Possible exemption on loan interest payments.
- Exemption from capital gains.
Requirements, Incorporation, Migration & Fees
Requirements
Mobility
Incorporation Process
Following the name reservation with the Registrar of Companies, application documents including a business plan are then put forward to the Financial Services Commission. Once it is determined that all criteria is met, adhering to all licensing conditions, the Commission issues a letter of intent stating that the conditions under which the licence will be issued. Once an initial, in-principle validation has been provided by the FSC, the application for incorporation is presented to the Registrar of Companies. The incorporation and licensing is generally completed within 15 days, provided all details are properly submitted at the time of application.
We facilitate the use of nominee subscribers and professional directors to facilitate speedy incorporation. Changes can be made afterwards. An original, signed Consent to Act as Directors forms are required to be filed with the Registrar of Companies in due course.
Documentation
Fees
Constitution
The Constitution has substituted the Memorandum and Articles of Association. It is not necessary for a company to have a Constitution. In the event that a company does not have a Constitution, the company shall be governed by the provisions as set out in the Companies Act 2001 or the shareholders or members may adopt one through means of special resolution.
- GBL1 framework dictates a minimum of one Director, this must be a natural person. For treaty access, a minimum of two local Directors are required with board meetings held in Mauritius.
- A registered office in Mauritius is a constant requirement. Statutory documents and accounting records including register of members, debenture holders and officers must be kept onsite. We suggest that a Register of Interests and Register of Charges are maintained.
- A qualified company secretary (corporate or individual) is required, must be a resident of Mauritius .
- Only a qualified, licensed Management Company can act as secretary and provide registered offices.
- There are no requirements that a GBL1 provide yearly returns but they are required to file an audited profit & loss statement and balance sheet with the Financial Services Commission, every year, within 6 months of the financial end of year. All accounts prepared in compliance with globally accepted accounting standards and practices. Also, they are required to execute tax returns filed with Income Tax Authorities.
Mobility
- A foreign registered company may transfer its seat to Mauritius and continue as a GBL1.
- It is permissible for a GBL1 to relocate its statutory seat to outside jurisdictions.
- Any GBL1 can be converted into a GBL2.
Incorporation Process
Following the name reservation with the Registrar of Companies, application documents including a business plan are then put forward to the Financial Services Commission. Once it is determined that all criteria is met, adhering to all licensing conditions, the Commission issues a letter of intent stating that the conditions under which the licence will be issued. Once an initial, in-principle validation has been provided by the FSC, the application for incorporation is presented to the Registrar of Companies. The incorporation and licensing is generally completed within 15 days, provided all details are properly submitted at the time of application.
We facilitate the use of nominee subscribers and professional directors to facilitate speedy incorporation. Changes can be made afterwards. An original, signed Consent to Act as Directors forms are required to be filed with the Registrar of Companies in due course.
Documentation
- Submit desired company name plus reservation fees payable to the Registrar of Companies.
- Detailed information on all principal parties (nationality, nation of residency, name, address, business background and track record, photocopies of passport data pages) and in a scenario involving Corporate ownership, complete profile and audited accounts of the ownership corporation is needed.
- Detailed business plan with financial forecasts (3 years) and amount of investments to be rendered.
- Reference letter from bank.
- Duly filled in and signed Statutory Application Form.
Fees
- Yearly fee to Financial Services Commission: US$ 1,750.
- Yearly fee to Registrar of Companies: approx: US$ 300.
- One time Application Processing Fee paid to Financial Services Commission: US$ 500.
Constitution
The Constitution has substituted the Memorandum and Articles of Association. It is not necessary for a company to have a Constitution. In the event that a company does not have a Constitution, the company shall be governed by the provisions as set out in the Companies Act 2001 or the shareholders or members may adopt one through means of special resolution.
