Registration of GBC in Mauritius

Those planning to open a company in the Republic of Mauritius should keep in mind that they can choose from several legal forms:

• companies;
• funds (CIFs or CEFs);
• trusts;
• foundations;
• LPs.

Companies registered for the purpose of doing business outside the island are called Global Business Companies (GBCs). They come in a variety of legal forms and are licensed as Category 1 or Category 2 (GBC1 & GBC2).

GBC1 can carry out any business activities, including crowdfunding. In their turn, GBC2 companies are suitable for owning, managing & trading in assets; however they can't engage in certain activities (e.g. financial services). GBC2 have almost the same characteristics as other offshore or international companies. However, companies of this type aren’t tax residents; hence, they can’t take advantage of double taxation benefits.

Mauritius: Registering a Company

To register a company in the Republic of Mauritius, one has to follow these steps:

• select a name;
• submit an application & certified copy of the AoA to a registration authority.

Once a certificate of incorporation is issued, a company is considered registered.

Obtaining a global license requires filing an application with the FSC through a licensed management company. The FSC places its own requirements on GBC companies:

• having a charter;
• having a registered office in Mauritius.
• having at least one director who is a Mauritius resident (GBC1 must have at least two resident directors; there’s no such requirement for GBC2).
• opening a company in Mauritius requires having no less than one stakeholder.
• maintaining a register of shares.
• submitting audited financial statements to the FSC (there’s no such a requirement for GBC2).
• complying with accounting requirements (GBC2 can keep their accounting records at their BoD’s discretion).
• submitting a prospectus (to offer securities).

Company Capital

Mauritius legislation places no minimum share capital requirement on GBCs; hence, most of them have a share capital of one dollar. There’s also a possibility of reducing the amount of authorized capital.

A BoD may issue shares whenever they want to; they can also sell them to whoever they wish and in whatever quantities they see fit. However, doing so requires notifying the registrar of issuance of such shares within two weeks.

Mauritius: Redomiciliation

Those interested in the re-domiciliation of a company in the Republic of Mauritius should keep in mind that the local legislation permits them to do so. Removing companies from companies register & transferring them outside Mauritius is also possible.

Taxation

GBC1 are required to pay the following fees:

• a license fee (paid annually);
• an FSC license fee (paid once);
• a registration fee (paid annually);
• additional fees (paid for regulated activities)

Due to being tax residents, CBC1 get taxed at a rate of 15%. Those planning to open a business in the Republic of Mauritius should keep in mind the tax benefits that such companies enjoy. In particular, they have to pay a foreign tax credit at a rate of only three percent. There’s no capital gains tax (the only exception is transactions related to immovable property); dividends, interest or GBC royalties do not get taxed either.