Mauritius Offshore Company Registration
There used to be one main source of ‘offshore’ regime in Mauritius, the Mauritius Offshore Business Activities Authority (MOBAA) constituted under the Mauritius Offshore Business Activities Act 1992 (MOBA Act 1992), which supervised almost all types of offshore entities other than banks, including the Free Port, and the Export Processing Zone. In May 2000 Mauritius wrote a ‘commitment letter’ to the OECD in order to avoid inclusion on the OECD’s list of jurisdictions which offer ‘unfair’ tax competition. Partly as a result of this commitment, the Government passed a range of replacement legislation in 2001 including the Financial Services Development Act 2001, which set up a Financial Services Commission to replace MOBAA. Most existing offshore legislation has been ‘grandfathered’ into the new regime. As a result of the introduction of new legislation, Mauritius offers two types of offshore companies most frequently used by international investors: Global Business Company Category 1 (GBC1) and Global Business Company Category 2 (GBC2).
Global Business Company Category 2 (GBC2)
Legal form: The Global Business Company Category 2 (GBC2) replaced the old International Company under the Companies Act 2001. The International Company (IC) is the Mauritian equivalent of the International Business Company found in many offshore jurisdictions. It was established by the International Companies Act 1994, but is now constituted under the Companies Act 2001. Two more principal corporate legislations governing the Republic of Mauritius are the Financial Services Act 2007 and the Finance (Miscellaneous Provisions) Act 2012.
The GBC2 is ideal for international trading, invoicing, licensing, international consultancy business and is often used to hold investments or other assets. A GBC2 can take any of the forms permitted under the Companies Act 1984 (now the Companies Act 2001). There are a number of restrictions on GBC2s and hence they may not: raise capital by public subscription; carry on banking or insurance business; own real estate in Mauritius; own or manage a collective investment fund; provide nominee services, or provide trustee services to more than three trusts. Also, companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.
Name of the company: Mauritius GBC names must end with 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 GBC in Mauritius, a Memorandum and Articles of Association must be filed with the Registrar. 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 minimum of one shareholder is required, who may be an individual or a corporate body. Any change in the beneficial ownership/ ultimate beneficial ownership must be notified to the Financial Services Commission in Mauritius within one month.
The 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$ 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 of the company: The GBC 2 must have at least one director, which can either be an individual or another corporation. Directors can be of any nationality or residence, and need not also be shareholders.
Registered office and local agent and Secretary: Every GBC 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. Company secretary is optional and need not to be local neither qualified.
Taxation: A Company holding a Category 2 Global Business License does not pay any tax on its world-wide profits to the Republic of Mauritius authorities. A Company holding a Category 2 Global Business License which is similar to a British Virgin Island International Business Company and is non-resident for tax purposes.
Audit and financial returns: Companies holding a Category 2 Global Business License are required to maintain financial statements to reflect their financial position. Annual Accounts must be filed with the authorities within six months of the balance sheet date and need not to be audited. There is no requirement to file Annual Returns.
Meetings: The directors and the shareholders meetings need not be held in Mauritius as there is no requirement for an Annual General Meeting. All meetings may be held outside Mauritius, 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.
Time needed for formation: Usually it is 3 working days, but we need up to 10 working days for legalization of the documents and delivery by courier.