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| Overview |
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| The legal framework for companies
holding a category 2 GBL is the companies' act 2001 and the financial services
development act 2001. |
| The act is designed to provide
for the incorporation, regulation, operation and taxation of GBL 2 companies and
related matters. |
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|
Setting up a GBL 2 company |
| A GBL 2 company may
be set either by direct incorporation or by way of continuation. The company may
be structured as a guarantee company, a hybrid company or as limited life company. |
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| The company must at all times
have a registered agent and a registered office in Mauritius. |
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| The registered agent shall be a licensed management company
approved by the financial services commission. |
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| Taxation |
| A
GBL 2 company is not resident for tax purposes and is therefore exempt from all
the provisions of the income tax act 1995 (as amended). |
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| The following incentives exist for a GBL 2 company |
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| 1) No income tax |
| 2) No capital gains tax |
| 3)
No withholding tax on dividends paid |
| 4) No estate
duty on inheritance of shares in a GBL 2 company |
| 5)
Free repatriation of profits |
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| A
GBL 2 company cannot avail of relief under double taxation agreements in force
in Mauritius. |
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| Exchange
control |
| A GBL 2 company is free from all exchange
controls. |
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| Confidentiality |
| The law provides that all information or document relating
to a GBL 2 company or its companies shall be handled by the registrar on a "secret
and confidential basis". |
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| A
GBL 2 company as well as shareholders or beneficial owners are treated as "protected
persons" under the act. |
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| Confidentiality
may be further ensured by structuring shareholdings through nominee shareholders. |
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| Capital
structure |
| There is no minimum or maximum requirement
for a GBL 2 company |
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| Secretary |
| There is no statutory requirement for the appointment of
a secretary |
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| Directors |
| The business and affairs of the GBL 2 Company have to be
managed by a board of directors. Directors meetings may be held by telephone and
directors may be represented by alternates. Directors may appoint any other officer
or agent to assist them in their task. Powers of directors may be limited by a
unanimous shareholders agreement. |
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| The board of directors may consist of at least one director who
may be an individual or body corporate. Directors need not be resident in Mauritius. |
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| Particulars of the directors
are required to be maintained and registered with the registrar of companies. |
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| Shares
and share holders |
| A GBL 2 company is allowed to
issue only registered shares. |
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| Shares
of different types are allowed including voting and non-voting, no par value,
unnumbered, common, preferred, limited or redeemable shares, as well as convertible
shares. In addition, options, warrants or right, or instrument of a similar nature
may be issued to acquire any securities of the company. Shares may be redeemed
or bought back. |
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| A
GBL 2 company is not allowed to issue any bearer share or make any provisions
in its constitution relating to bearer shares. |
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| A GBL 2 company may have a single shareholder who may be
an individual and/or body corporate. |
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| Shareholders may hold their meetings at such times and in
such places in or outside Mauritius, as the directors deem necessary or desirable.
Meeting by telephone or others electronic means is allowed and shareholders may
be represented by proxy. |
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| Statutory
requirements |
| There are no statutory requirements
for: |
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| An audit |
| Annual general meeting or |
| An
annual return |
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| It
is mandatory for the following registers to be maintained by the registered agent: |
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| Register of directors and
officers |
| Register of members |
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| Submission of the above registers to the registrar of companies
is compulsory and must be effected within 30 days from the incorporation/registration
date of the GBL 2 company. Failure to submit the required registers within the
prescribed time frame shall entail the striking off of the name of the GBL 2 Company
from the register of companies within 15 days after the due date. |
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| Any change in the above registers
has to be notified in writing to the registrar of companies within 30 days as
from the date of change. |
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| Registers
of mortgage and charges are optional, as is the need to have a common seal. |
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| A GBL 2 Company is also required
to maintain at its registered office, or such other place as the directors determine,
accounting records as the directors consider to reflect the financial position
of the company and minutes of meetings. |
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| Share register |
| A
GBL 2 Company shall keep one or more shares registers containing the following, |
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| 1. the names and addresses
of the person who hold registered shares in the company. |
| 2.
the numbers of each class and series of registered shares held. |
| 3. the name on which the name of the person was entered on the
register |
| 4. The date when the person cease to be
a shareholder |
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| Restrictions |
| A GBL 2 Company is not allowed to: |
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| - deal with Mauritius resident 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 a GBL Company |
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have as beneficial owner of its share a person resident in Mauritius |
| - Hold shares, debentures or other interest in any domestic
company or other entities other than in a GBL 1 Company |
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Have as beneficial owner of its shares a person resident in Mauritius |
| - Carry on the business of providing the registered office
or of providing nominee services for companies or of providing any trusteeship
services |
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| Liability |
| A GBL 2 Company may have limited or unlimited and possible
limited life. |
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| Name |
| Names have to be registered in advance with the registrar
of companies. |
| The name of the GBL 2 Company may
be registered in any language. The usual abbreviation in the company's name such
as Ltd, Inc, SA, BV, etc may be dispensed with. |
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| Memorandum and Articles |
| Standard memorandum and articles are readily available to accommodate
any object and for speedy registration. |
| The memorandum
has to be subscribed by the registered agent and may also be subscribed by others
persons. |
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| Winding
up and striking off |
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| A
GBL 2 company can be easily wounded up and struck off the register through simplified
procedures provided by the act. |
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| Continuation of life |
| A
company registered in a foreign jurisdiction may, if permitted by the law in such
a jurisdiction, register a Mauritius GBL 2 Company. Similarly a GBL 2 Company
registered in Mauritius may continue in or migrate out to another jurisdiction. |
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| Merger
and Consolidation |
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| The
law contains provisions for the mergers between two GBL 2 Company, or a GBL 2
Company and a Company registered under the Companies Act. |
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