Mauritius GBC1

FACTS & INFO

• Corporate Information

  LEGAL FORM

  A Mauritius GBC 1 is set out under the Companies Act 2001 and licensed under the Financial Services Act 2007. It can carry out any business activity, such as asset management, credit finance, custodian services (non-CIS), distribution of financial products, factoring, leasing, occupational pension schemes, pension fund administration, pension scheme management, retirement benefits schemes, superannuation funds, registrar and transfer agencies, treasury management, and any other such financial business activities as may be specified by the Financial Services Commission (FSC).

  A company holding a Category 1 Global Business License is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is in Mauritius.

  A GBC 1 may fulfill the new FSC requirements by choosing to adopt a constitution which provides for all disputes arising out of the constitution to be resolved by way of arbitration in Mauritius.

  The FSC has issued new substance guidelines for global business companies and these are effective as from 1 January 2015. Going forward, in addition to the existing conditions, a GBC 1 needs to fulfill at least one of the following criteria:

  • The corporation has or shall have office premises in Mauritius.
  • The corporation employs or shall employ on a full time basis at administrative/technical level, at least one person who shall be resident in Mauritius.
  • The corporation’s constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius.
  • The corporation holds, or is expected to hold within the next 12 months, assets (excluding cash held in a bank account or shares/interests in another corporation holding a Global Business Licence) which are worth at least US$100,000 in Mauritius.
  • The corporation’s shares are listed on a securities exchange licensed by the commission.
  • It has, or is expected to have, a yearly expenditure in Mauritius which can be reasonably expected from any similar corporation which is controlled and managed from Mauritius.

  COMPANY NAME

  The name of the proposed company may be reserved with the registrar of companies (the “Registrar”) before the company is incorporated. The name reservation can usually be confirmed within 24 hours. The reservation of the name will be available for 2 months from the date of notice of reservation but may be renewed for further periods of 2 months. The Companies Act contains certain restrictions on names but a GBC need not necessarily end with the word “Limited” or “Limitée” (or the abbreviation “Ltd” or “Ltée”). It is noteworthy that the names of GBCs may end with “Corp”, “BV”, “NV”, “SA” etc.

  SHAREHOLDERS

  A minimum of one shareholder is required. The shareholder can be any nationality and does not need to be resident in Mauritius. Corporate shareholders are permitted.

  SHARE CAPITAL

  There is no minimum capital requirement, although at least one share must be issued and paid up. The usual authorised share capital is US$100,000 with all of the shares having a par value. Registered shares and a variety of shares such as preferred, redeemable, and fractional are allowed. The par value of the share must be declared. Redeemable preference shares may be issued. Bearer shares are not permitted.

  DIRECTORS AND COMPANY SECRETARY

  The corporation must have at least 2 directors, resident in Mauritius, who are appropriately qualified and are of sufficient calibre to exercise independence of mind and judgement. A GBC 1 company is not permitted to have a corporate director.

  A GBC1 must appoint a secretary.

  REGISTERED OFFICE

  Every GBC 1 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.

  MEETINGS

  Meetings of the directors may be held in or outside Mauritius but all board meetings must include at least 2 directors (who are residents of Mauritius). The Companies Act states that the business and affairs of a company must be managed by, or under the direction or supervision of, the board of directors who may regulate its own procedures, except as otherwise provided in the Companies Act.

  INCORPORATION TIME

  The time needed for incorporation is approximately 10-15 business days.

  Note: Additional information and/or documentation may be requested in order to finalise the incorporation. Thus, the two business weeks timeframe may be prolonged.

  RECURRING MAINTENANCE FEES

  As from the second year, there are recurring maintenance fees of $5,400. These include:

  • Provision of registered office.
  • Provision of registered agent.
  • Provision of company secretary.
  • Annual license fee payable to the Financial Services Commission.
  • Annual fee payable to the registrar of companies.

  
  

  GBC 1 companies must be renewed with the registrar of companies by 20th of January and with the Financial Services Commission by 30th of June, irrespective of the date of incorporation.

• Taxation

  TAXATION

  GBC 1 companies are formed and regulated under the Companies Act 2001 and the Financial Services Act 2007. The substantial advantage offered by a GBC 1 is that it may be structured to be tax resident in Mauritius, and may thereby access the taxation treaties signed by Mauritius. Tax treaties provide that profits can then be withdrawn from that country either without the imposition of withholding tax or subject to a substantially reduced rate of withholding tax.

  GBC 1s are subject to 15% tax on profit but the company is entitled to a deemed foreign tax credit of 80% of the tax payable e.g. the net effective rate after deduction of the deemed foreign tax credit is 3%. Capital gains are exempt from tax in Mauritius.

  AUDIT AND ACCOUNTING

  Under the Financial Services Act 2007, a GBC 1 company is required to maintain financial statements to reflect its financial position. Annual audited accounts must be filed with the Financial Services Commission within 6 months after the end of its financial year. Accounting records are required to be kept at the registered office.

• Our Services and Requirements

  OUR SERVICES INCLUDE:

  • Name reservation, preparation and filing of all necessary paperwork to register the company.
  • Provision of registered office for one year.
  • Provision for registered agent for one year.
  • Provision of constitution, receipt of certificate of incorporation, global business license, first board minutes, and issue of first share certificates.
  • One-off fee payable to the financial services commission.
  • Annual license fee payable to the Financial Services Commission.
  • Annual fee payable to the registrar of companies.
  • Provision of resident company secretary.
  • Bank account opening.
  • Rubber stamp.

  DOCUMENTS REQUIRED:

  Please provide the following documents for all directors, shareholders, beneficial owners, and authorised signatories:

  • Notarized copy of valid passport.
  • Original or Certified copy of utility bill / bank statement (as verification of residential address, dated within three months).
  • Original or certified copy of Banker’s reference letter (dated within three months).
  • In cases where shareholders and/or directors are corporate bodies, full apostilled set of corporate documents and certificate of good standing (for companies registered more than one year).

  IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES

  If you conduct any activity without the required license or authorisation granted by a relevant authority in any jurisdiction, Starting Business will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.

  Licensable activities include, but are not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.

  Please contact us if you need assistance in the licensing of your financial, Forex brokerage or gambling company.

  SHIPPING COSTS

  Shipping of corporate documents or banking kits to your destination requires an extra charge and will be automatically added to your order during checkout. Shipping costs for international courier services are set automatically depending on geographic zones.