Formation of Mauritius Global Business Company (GBC 2)

Company Name 
Mauritius GBC names must end in one of the following words, or their relevant abbreviations – Limited, Corporation, Incorporated, Public Limited Company, Société Anonyme, Société Anonyme à Responsabilité Limitée, Sociedad Anónima, Berhad, Proprietary, Naamloze Vennootschap, Besloten Vennootschap, Aktiengesellschaft . The following names to be used, require licensing: assurance, bank, building society, Chamber of Commerce, chartered, co-operative, government, imperial, insurance, municipal, royal, state or trust or any name which in the opinion of the Registrar suggests the patronage of the President or the Government of Mauritius. Names denoting any connection to local, state or national Governments are generally prohibited. Names can be in any language which uses the Latin alphabet. 

Memorandum And Articles Of Association 

In order to incorporate a GBC in Mauritius, a Memorandum and Articles of Association must be filed with the Registrar of Companies. The application must be supported by a Legal Certificate issued by a local Lawyer certifying that local requirements have been complied with. Finally, directors and shareholders must execute consent forms and these must be filed with the Registrar of Companies. Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius. The legislation is in English and French whilst documentation may be expressed in any language but must be accompanied by a certified English translation. 

Shareholders 
A Mauritius GBC2 must have a minimum of one shareholder, who may be a physical person or a body corporate. 

Share Capital 
There is no minimum capital requirement, although at least one share must be issued and paid up. The usual authorized share capital is US$ 50,000 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
A GBC 2 must have at least one director, who may be a physical person or a body corporate. Directors can be of any nationality or residence, and may be the same persons as the shareholders. While details of directors and shareholders are filed with the Registrar of Companies, they are not open to the general public. 

Registered Office and Company Secretary

Every GBC must have a Registered Office in Mauritius, which must be located at the premises of a qualified lawyer, certified chartered accountant or licensed Management Company. The Mauritius GBC2 company is not required to have a secretary. 

Meetings

Directors’ and shareholders’ meetings need not be held in Mauritius. A meeting may be attended by telephone or other electronic means. Alternatively, directors and shareholders may vote by proxy. The registers and minutes of meetings must be kept at the registered office. 

Meetings 
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. 

Incorporation Time 
Two business weeks counting from the application submission date with the local competent authority. Note: Additional information and/or documentation may be requested in order to finalize the incorporation thus the two business weeks timeframe may be prolonged. 

Licensable Business Activities

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

Licensable activities include, but 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 business; 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 our assistance in licensing of your financial, Forex brokerage or gambling company.

Financial Statements And Audit 

A financial summary must be filed annually with the Financial Services Commission Companies. There is no requirement to prepare audited financial statements. 

Taxation

The GBC2 is non-resident for tax purposes and is therefore tax exempt (does not pay any corporate tax, withholding tax on dividends, interest and royalties or any capital gains tax). The GBC2 may not avail itself of the relief under the Double Taxation Agreements currently in force in Mauritius.