Introduction

Mauritius, known officially as the Republic of Mauritius, is a small island nation situated in the Indian Ocean having approximately 800 km off the East Coast of Madagascar. Mauritius is considered to be one of the few countries which have a hybrid legal system which is based on English and French law. The country is rated high on economic competitiveness and business milieu, and has a pro-business governance. The economy of Mauritius relies on agriculture (mainly sugar and textiles), tourism and financial services. Of late, information & communication technology and renewable energy sectors have been gaining pace in the country.

  • Country code – MU
  • Official Currency – Mauritian Rupee
  • Legal Basis – Mixed (Civil and Common law)
  • Legal framework – The Companies Act 2001, Financial Services Act 2007 and the Finance (Miscellaneous Provisions) Act 2012

Why to choose Mauritius?

Mauritius is the most preferred destination for setting up of corporation base due to the following benefits:

  • Mauritius is a free market economy, allowing for unlimited transfer of dividends, capital or profits out from Mauritius to any other country.
  • Mauritius is an overall a tax-friendly nation: it has a low corporate tax (15%), no capital gains tax, no dividend distribution tax, nil withholding tax and free repatriation of capital and profits.
  • Setting up a company in Mauritius in easy and convenient, and can be completed within a week.
  • The business language used in Mauritius is English, and it has an employable workforce of highly skilled and bilingual professionals.
  • The country is politically, socially and economically stable, and has an investment-friendly environment. It has democratic government and is known for political stability.
  • It has an excellent infrastructure and is well connected by road, water and air.
  • The literacy rate is over 80% as a result of which the workforce is highly qualified.
  • They‘ve enacted policies in order to protect foreign investors foreign investors.

Types of Business Entities in Mauritius

A business in Mauritius can be incorporated in the following legal entities:

Sole Proprietorship

A sole proprietorship in Mauritius is owned by a single person, who is personally responsible for all aspects of the business and has unlimited liability to all debts and obligations of the sole proprietorship.

General Partnership

A general partnership in Mauritius has 2 or more owners, known as the partners. They share the entirety of the profits. Also, the partners bear unlimited liability, i.e., are liable for the debts and obligations of the company.

Limited Partnership

A limited partnership is similar to a general partnership, except that in the former, not all the members are fully liable for the debts of the business; the liability of a limited partner is only limited to the amount of one’s capital investment.

Protected Cell Company

Protected cellular companies are entities made up of a core and several ring-fenced protected cells, creating separate portfolios of assets and liabilities which are statutorily segregated. Although the cells of a protected cell company do not have a separate legal personality, assets and liabilities of each cell must be kept separated and separately identifiable from the assets and liabilities of the protected cell company (core) and of each of the others cell. Cellular companies have both core capital and cellular capital, which is the capital invested in individual cells. Creditors of a cell can’t seek recourse from the assets of any of other cells or of the core.

Authorized Company

Authorized Company was earlier known as a Global Business Licence Type 2 Company or international company, is legally exempt from taxation in Mauritius, and not allowed to have transactions with Mauritian residents or in Mauritian currency. This type of entity is the one which undertakes activities other than those activities listed in their official schedule such as Banking, financial services, carrying out the business of holding or managing or otherwise dealing with a collective investment fund. It requires a minimum of 1 shareholder and 1 director to be set up who can be foreigners. It is primarily meant for trade and investment. It is exempted from the provisions of the Income Tax Act and is deemed to be non-resident in terms of tax purposes.

Global Business Licence Company

It is the most preferred type of entity for overseas investors because of the benefits it offers. A Global Business Licence Company (GBC) or offshore company, is a company engaged in a permitted global business, carried on from within Mauritius by persons all residing outside Mauritius and where business is conducted in a currency other than the Mauritian rupee.

Under the Financial Services Act 2007, where the majority of shares or voting rights or the legal/beneficial interest in a resident corporation, are held or controlled, by a person who is not a citizen of Mauritius and such corporation proposes to conduct or conducts business principally outside Mauritius, it shall apply for a Global Business Licence.

A GBC can engage in any activity, including non-banking financial services, fund management, insurance, global headquarters administration and global treasury activities, amongst others. Furthermore, a GBC can have access to the fast expanding network of Double Taxation Treaties which Mauritius has in place, which are in compliance with OECD standards.

Requirements for Incorporation of Global Business Company

The basic criteria’s of a GBC are as follows:

  • It shall have at least 2 directors who are resident of Mauritius;
  • It shall have at least 1 shareholder who can be non-resident of Mauritius;
  • Minimum share capital is 1 USD;
  • A principal bank account in Mauritius is to be maintained;
  • The company shall maintain, keep the accounting records at its registered office in Mauritius itself;
  • Prepare its statutory financial statements and cause to propose such financial statements to be audited in Mauritius;
  • Meetings of Directors should include at least two directors from Mauritius;
  • the corporation has or shall have office premises in Mauritius.

What will be the taxation aspect of GBC?

Global Business Companies are liable at a uniform tax rate of 15%. GBC is also entitled to a foreign tax credit and can opt for claim credit for actual tax paid in another jurisdiction so it makes an effective tax rate of 3% or nil in certain circumstances. GBC is controlled and managed from Mauritius and is tax resident in Mauritius upon a written approval of Commissioner of Income tax. There are benefits of double taxation treaties with Mauritius and other countries.

Snapshot of Global Business License Corporation
Applicable Law Mauritius Companies Act, 2001
Type of Activity Any legal activity
Standard Requirements A GBC shall, at all times-

A. carry out its core income generating activities in, or from, Mauritius by:

i) employing, either directly or indirectly, a reasonable number of suitably qualified persons to carry out the core activities; and

ii) having a minimum level of expenditure, which is proportionate to its level of activities;

B. be managed and controlled from Mauritius; and

C. be administered by a Management Company.

Requirement of Management and Control A GBC shall be managed and controlled from Mauritius, if it –

i) has at least 2 directors, resident in Mauritius, of sufficient calibre to exercise

independence of mind and judgement;

ii) maintains, at all times, its principal bank account in Mauritius;

iii) keeps and maintains, at all times, its accounting records at its registered office in Mauritius;

iv) prepares its statutory financial statements and causes such financial statements to be audited in Mauritius; and

v) provides for meetings of directors to include at least 2 directors from Mauritius.

Type of Shares Different classes of shares can be issued and rights of the different classes may differ.

Shares can be of par value or no par value.

Shares may be redeemable, non-voting or confer preferential, special or limited rights to

income, capital or voting as specified in the constitution.

Capital Gain / Withholding Tax No Capital Gain

No Dividend Distribution Tax

Accounting and Audit Yes. Audit is Compulsory.
Public access to Documents Public access to documents are not allowed for Private Company.

Conclusion

Mauritius is now considered as a premier international business centre located in the Indian Ocean. Over the past 20 years, Mauritius has unprecedentedly achieved growth and socio-economic development. Mauritius has been an incredible jurisdiction for offshore company formation offering a higher reliability and security to the investors through a flexible regulatory framework. The Mauritius Government actively encourages foreign investment and offshore activities through the board of investment. The government has introduced a wide range of incentives to attract foreign investment and consolidation of the legal and fiscal framework making it modern and friendly legislation attracting thousands of offshore entities.

Author Bio

Qualification: CS
Company: DVG & Associates
Location: Mumbai, Maharashtra, IN
Member Since: 02 Feb 2018 | Total Posts: 65
CS Dhaval Gusani is a founder of DVG & Associates, Company Secretaries and Corporate Law Professionals. He is a Commerce Graduate and an Associate Member of the Institute of Company Secretaries of India (ICSI). He has cumulative experience of more than 3 years with Listed Company, Chartered Acco View Full Profile

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