Mauritius GBC 1
Formation of Mauritius Global Business Company (GBC 1)
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.”, “B.V”, “N.V”, “S.A” etc.
GBC1 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 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 GBC1 would need 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 USD 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.
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.
There is no minimum capital requirement although at least one share must be issued and paid up. The usual authorized 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.
The corporation shall have or has at least 2 directors, resident in Mauritius, who are appropriately qualified and are of sufficient caliber to exercise independence of mind and judgement. A GBC1 company is not permitted to have a corporate director.
Registered Office, Local Agent and Secretary
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. A GBC1 must appoint a secretary.
Meetings of the directors may be held in or outside Mauritius but all board meetings must include at least 2 directors –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.
The time needed for incorporation is approximately 10 – 15 business days.
Note: Additional information and/or documentation may be requested in order to finalize the incorporation thus the two business weeks timeframe may be prolonged.
GBC1 companies are formed under the Companies Act 2001 and now regulated by the Companies Act 2001 and Financial Services Act 2007. The substantial advantage offered by the GBC1 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.
GBC1s 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 Financial Returns
Under the Financial Services Act 2007, a GBC1 company is required to maintain financial statements to reflect its financial position. Annual audited accounts must be filed with the Financial Services Commission (FSC) within 6 months after the end of its financial year. Accounting records are required to be kept at the registered office.