COMPANY FORMATION
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One of our key focus areas, assisting in the formation of ventures engaged in qualified global business, conducting business in any currency.​ Contact us for further inquiry.

We provide a range of offshore business formation solutions, 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. Whether locally incorporated or registered as a branch of an existing foreign company, we can devise a forward thinking structure in line with your requisite needs. Rigorous discretion is a central focus in all of our business practices. 
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​Qualified Global Business

In accordance with the Financial Services Act of Mauritius, a GBL1 can engage in the following Qualified Global Business Activities:

• 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:

• 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

• 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.

GLOBAL BUSINESS LICENSE • GBL2
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A GBL2 is a private company which conducts business with persons all of whom are resident outside Mauritius and in a currency other than the Mauritian rupee. A GBL2 provides for greater flexibility and is a suitable vehicle for holding and managing private assets.

GBL2 private companies are tax exempt and as such have no access the network of Double Taxation Agreements of Mauritius. A GBL2 may not carry out company formation, administration and management or provide professional nominee or trusteeship services. As such, it is barred from raising capital from the public and cannot offer financial services or other fiduciary services in any investment fund or any collective investment structure. A GBL2 can be incorporated locally or clients can choose to registered a GBL2 as a branch of a foreign owned company.
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Category 2 Global Business licencee permitted activities include:

• IT Services
• Logistics
• Marketing
• Shipping
• Ship Management
• Trading  non financial
• Non financial consultancy
• Passive Investment Holding
• One off transactions using an SPV (Special Purpose Vehicle)
• Other activities may be requested to and approved by the FSC​​​

Confidentiality

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. ​

The nature and identity of any beneficial owner is required to be disclosed solely to the registered agent and to the administrative banker in the event that a bank account is required in Mauritius for said structure. The records maintained by the Registrar of Companies can only be scrutinised by the shareholders. Engaging nominee shareholders provided through our channels, the identity of the beneficial owners remains confidential in keeping with discretionary norms.

Capital and Shares

There are no capital requirements but a minimum of one share must be issued and fully paid up.

• Registered shares, preference shares, redeemable shares and shares with or without voting rights.
• Par value shares, if any, may be stated in various currencies.
• Fractional shares are permitted.
• Bearer shares are not permitted.
• Shares may be subscribed by nominees.
• Shareholders may be individual or corporate entities.
• A GBL2 can receive acquire, redeem, reissue or purchase its own shares.
• Directors are must ensure that the company meets the solvency test after making distributions. The solvency test is satisfied when the company is able to pay its debts as they become due and the value of the company's assets are greater than the sum of the value if its liabilities and its stated capital.

Taxation

• A GBL2 does not pay tax on its global revenue to the Mauritian Authorities.
• No withholding tax on dividends.
• No capital gains tax.

The tax cost of a GBL2 is effectively the foreign tax paid. A GBL2 is permitted to trade in and/or invest in a GBL1 and vice versa.

Mobility

• A foreign company may transfer its seat to Mauritius and continue as a GBL2 provided this is permitted under the laws and regulations of the country in which it was incorporated.
• A GBL2 may relocate its statutory seat to another location / jurisdiction.
• A GBL2 is permitted to be converted into a GBL1.

Incorporation Process

Subsequent to the name reservation submission process with the Registrar of Companies, application documents, including a brief business plan, are delivered to the FSC. Upon meeting all licensing requirements and conditions, the Registrar of Companies proceeds with the incorporatio process of the company. Generally, the incorporation and licensing takes 24 hours from receipt of mandated information and instructions.

​Documentation

The following should be submitted to us: 

• Submit desired company name plus reservation fees payable to the Registrar of Companies​.
• Information on principals (country of residence, profession, nationality, address etc.)
• Passport copy of principals.
• Bank reference letter.
• Brief business plan.
• Full names and addresses of all directors.
• Duly filled in and signed statutory Application Form.

​Fees

Annual fees to Registrar of Companies: US$ 100 Annual Fees to Financial Services Commission: US$ 235

​Directors

A minimum of one Director, either body corporate or a natural person

​Administration

• Directors must make certain that the company meets the solvency test promptly following distributions. The solvency test is satisfied where the company is able to pay its debts as they become due and the value of the company's assets is greater than the sum of the value of its liabilities and its capital.
• A GBL2 is must maintain financial statements to demonstrate their financial position with the Registered Agent and must file unaudited financial statements with the authorities.
• Filing is required of appointment of directors and secretary and change in shareholders. No duty is payable on filing.
• Meetings can be convened anywhere in the world.
• Engaging a Company Secretary is optional.