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.
Discretion is strictly adhered to with regards to these structures, in accordance with terms laid out by the Financial Services Act of Mauritius, confidentiality is strictly observed. No person or body is authorised to disclose information or present documentation to any court, tribunal, committee of inquiry or other authority in Mauritius. Private information regarding a GBL is only made available to the authorities if the event that its is ordered by a Court of Law on application by the Director of Public Prosecution for inquiry 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. That said, such information is considered privileged for the authorities purview only and is never available for public scrutiny at any time.
Discretion is strictly adhered to with regards to these structures, in accordance with terms laid out by the Financial Services Act of Mauritius, confidentiality is strictly observed. No person or body is authorised to disclose information or present documentation to any court, tribunal, committee of inquiry or other authority in Mauritius. Private information regarding a GBL is only made available to the authorities if the event that its is ordered by a Court of Law on application by the Director of Public Prosecution for inquiry 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. That said, such information is considered privileged for the authorities purview only and is never available for public scrutiny at any time.
Qualified Global Business
Per 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
- Preference shares, registered shares, redeemable shares and shares with or without voting rights.
- 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.
- 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
- As long as a GBL1 owns a minimum 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, 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.
- Mauritius has no thin capitalization rules.
- Interest and royalty payments 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%. Therefore, 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
Tax Residency
A Global Business Category 1 Company wishing to benefit from the tax relief under the Double Taxation Agreements, requires a Tax Residence Certificate (TRC), which is issued by the Commissioner of Income Tax in Mauritius. To be tax resident, the company must demonstrate that the 'effective management and control' is situated in Mauritius. To satisfy this test, the applicant company is instructed to:
- Have at least two resident directors in Mauritius.
- Chair and initiate Board Meetings from within Mauritius.
- Maintain an account with a local bank through which funds must flow.
- Maintain its registered office and all statutory records in Mauritius .
- Have a local qualified company secretary.
- Have 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) which include: Belgium, Botswana, China, Croatia, Cyprus, France, Germany, India, Indonesia, Italy, Kuwait, Luxembourg, Madagascar, Malaysia, Mozambique, Namibia, Nepal, Oman, Pakistan, Rwanda, Senegal, Singapore, Sri Lanka, South Africa, Swaziland, Sweden, Thailand, United Kingdom, Zimbabwe and Uganda. The network provides for interesting tax planning opportunities thereby enhancing the image of the jurisdiction as a tax planning centre.
The appealing concessions supported by those treaties include:
- Reduction in withholding taxes on dividends, interest and royalties.
- Elimination of double taxation through tax credits equivalent to Mauritian tax.
- 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 the approval in-principle has been received from the FSC, the application for incorporation is submitted 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. Original signed Consent to Act as Directors forms will have to be filed in due course with the Registrar of Companies.
Documentation
Fees
Constitution
The Constitution has substituted the Memorandum and Articles of Association. There is no requirement 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. It is recommended that a Register of Charges and Register of Interests be kept.
- 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.
- A GBL1 is not required to make annual returns but must file an audited profit & loss account and balance sheet annually with the Financial Services Commission, within 6 months of the financial year-end. The accounts must be prepared in accordance with internationally accepted accounting standards and practices. Tax returns must also be filed with Income Tax Authorities.
Mobility
- A foreign registered company may transfer its seat to Mauritius and continue as a GBL1.
- A GBL1 may transfer its statutory seat to another jurisdiction.
- A 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 the approval in-principle has been received from the FSC, the application for incorporation is submitted 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. Original signed Consent to Act as Directors forms will have to be filed in due course with the Registrar of Companies.
Documentation
- Desired company name. A fee is payable to the Registrar of Companies for name reservation.
- Details of all principals (name and address, nationality, country of residence, business track record, photocopies of passport data pages etc) and in the case of Corporate owner, profile and audited accounts of the company is required.
- Detailed business plan with 3 year financial forecasts and amounts of investments to be rendered.
- Bank reference letter.
- Duly filled in and signed Statutory Application Form.
Fees
- Annual Fees to Financial Services Commission: US$ 1,750.
- Annual Fees to Registrar of Companies: approx: US$ 300.
- Application Processing Fee to Financial Services Commission: US$ 500.
Constitution
The Constitution has substituted the Memorandum and Articles of Association. There is no requirement 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.
