| Overview |
| |
| A c ompany holding a category Business
Licence (GBL1) may be engaged in various activities including those involving
capital raising from the public. |
| |
| A GBL1 Company is suitable
where a company wishes to deal with jurisdictions that have a double taxation
treaty with Mauritius. |
| It is widely
used for international trading, international consultancy services, funds management,
insurance, operational headquarters, international assets management, international
data processing and other information technology services. |
| |
| Legislation |
| The
legal framework for GBL1 Companies is the Companies Act 2001 and the Financial
Services Development Act 2001. |
| |
| Setting up a GBL1 Company |
| A
GBL1 Company may be set up either by direct incorporation, by registration of
a branch of a foreign country or by way of continuation where it is allowed by
the law in the country of origin. |
| |
| Capital Structure |
| There
is no minimum capital requirement except in the case of qualified corporations
dealing in banking, insurance, reinsurance and captive insurance services. |
| |
| Exchange
control |
| A GBL1 Company is free from all exchange
controls. |
| |
| Confidentiality |
| A GBL1 Company has complete business privacy. |
| No public record is maintained as to the identity of shareholders
or directors. |
| A GBL1 Company as well as shareholders
or beneficial owners are treated as "protected persons" under the Act. |
| Confidentiality may be further ensured by structuring shareholdings
through nominee shareholders. |
| |
| Secretary |
| A GBL1 Company must at all times have a resident secretary
who may be an individual or body corporate. |
| |
| Directors |
| The
business and affairs of the Company have to be managed by a Board of Directors. |
| The Company must be managed by at least two directors who
may not be resident in Mauritius. Only individual directors are allowed. |
| To obtain a tax residency certificate, the company must be
managed by at least two directors who are resident in Mauritius. |
| |
| Shares and
shareholders |
| The company may be limited by shares
or by guarantee (for non-profit making business only) or unlimited. |
| Registered shares, par value and no par value shares are
allowed. Redeemable preference shares may be issued while solely investment companies
may issue ordinary redeemable shares. |
| Shares may
be subscribed by nominees but names of beneficial owners should be disclosed to
the Financial Services Commission (FSC). These details are not available to the
public. |
| Both individual and body corporate are
allowed to be shareholders. |
| |
| Other
statutory requirements |
| The Company must file its
audited accounts with the FSC every year within six months from the close of its
financial year. |
| Annual General Meetings must be
held annually by shareholders. |
| There is no statutory
requirement for filling an Annual Return. However, the Company must have at all
time have a registered office in Mauritius. |
| The
Company must appoint a company holding a Management Licence as resident secretary
to deal with the FSC and other public sector agencies. |
| |
| Restrictions |
| The
Company is not allowed to: |
| - deal with Mauritius
residents or in Mauritius Rupees |
| - raise money
from the public or engage in activities such as banking, insurance, reinsurance,
fund management and related activities |
| - own any
interest in immovable property situated in Mauritius |
| -
hold shares, debentures or other interest in any domestic company or other entities
other than in another Company holding a Category 1 Global Business Licence |
| - have as beneficial owner of its shares a person resident
in Mauritius |
| - carry on the business of providing
the registered office or of providing the nominee service s for companies or of
providing any trusteeship services |
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| Taxation |
| |
| Overview |
| The
company is taxed on their chargeable income at the rate of 15%. |
| There is an automatic presumed tax credit of 90% on tax liabilities,
thereby reducing the tax rate to an effective charge of 1.5% |
| The
tax credit will be reduced to 80% as from 1 July 2002. |
| Foreign
Tax credit is available in respect of foreign taxes paid irrespective of tax treaties.
Foreign Tax Credit is computed by aggregating all foreign sources of income. |
| The Company may choose to claim Underlying Tax credit and
With holding Tax Credits if they more favourable instead of the automatic presumed
tax credit. |
| Corporate Tax may be more than 15%
by giving notice in writing to the commissioner of Income Tax and to the FSC. |
| |
| Tax residency |
| |
| The Company is eligible to
apply for a Tax Residency Certificate so that it becomes "Tax Resident" in Mauritius.
This will enable the company to obtain access to all the treaties ratified between
Mauritius and 25 other countries. |
| To establish
Tax Residency the following must be observed: |
| |
| - Control and management must be exercised from Mauritius |
| - At least two directors must be resident in Mauritius and
one of whom will always chair meetings. |
| - AGM and
EGM must be held in Mauritius. Teleconference meetings are deemed to be meetings
held in Mauritius |
| - All the records (accounting
and others) must be maintained in Mauritius |
| - Banking
transactions must be routed through a bank holding a class B Banking licence |
| - Accounts must be audited by a local firm of Accountants |
| - Company must have a local Company Secretary |
| - Company must have a local registered address |
| |
| Other
incentives |
| The following other incentives exist
for the company |
| |
| 1)
No capital gains tax |
| 2) No with holding tax on
dividends paid |
| 3) No with holding on interests
paid by an the company to a non-resident |
| 4) No
estate duty on inheritance of shares in the Company |
| 5)
Free repatriation of profits |
| |
| Incorporation
and licensing |
| The setting up of the Company involves
three steps: |
| - Approval of the application by the
FSC |
| - Incorporation |
| -
Licensing of the Company |
| |
| Approval
of the application by the FSC |
| Applications for
a Category 1 global Business Licence must be submitted on the prescribed form
(provided through us0 to the FSC through a company holding a Management licence.
It shall be accompanied by: |
| |
| a.
A certificate from a local law practitioner certifying that the application complies
with the laws of Mauritius. |
| b. A detailed business
plan indicating inter alia the markets to be exploited and forecasts of the volume
of business activities and returns |
| c. Bank reference
and CV details of the ultimate beneficial owners |
| d.
Details on the stature and track record of the ultimate beneficial owners and
where the beneficial owners are body corporate, audited accounts or annual reports
of the previous years. |
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| Incorporation |
| a. Name reservation |
| Proposed
name for the Company has to be reserved in advance with the Registrar of Companies
through a company holding a Management Licence. |
| |
| b. Incorporation Documents |
| -
Memorandum and Articles of Association duly signed and dated |
| -
Notice of first directors and secretaries and location of the registered office |
| - Consent to act forms of the directors and secretary |
| - Declaration by directors appointing the Chairman and Secretary
|
| - Name Reservation Certificate |
| |
| The above documents have to be
submitted to the FSC through a company holding a Management Licence. |
| |
| Licensing |
| |
| The Category 1 Global Business
Licence is issued upon acceptance of the proposed licensing conditions, clearance
of outstanding matters including payment of prescribed fees and after the issue
of the Certificate of incorporation by the Registrar of Companies. |
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