The Mauritius GBC1 is set up under the Companies Act 2001 and licensed under the Financial Services Act 2007. A GBC1 can carry out any business activity such as asset management, credit finance, custodian services (non-CIS), distribution of financial products, factoring, leasing, occupational pension schemes, pension fund administration, pension scheme management, retirement benefits schemes, superannuation funds, registrar and transfer agencies, treasury management and such other financial business activities as may be specified by the Financial Services Commission (FSC). A Company holding a Category 1 Global Business License is resident for tax purposes and can access Mauritius’ network of double tax treaties, provided that it is correctly structured and that the seat of management and control is in Mauritius.
The name of the proposed company may be reserved with the Registrar of Companies (the “Registrar”) before the company is incorporated. The name reservation can usually be confirmed within 24 hours. The reservation of the name will be available for 2 months from the date of notice of reservation but may be renewed for further periods of 2 months. The Companies Act contains certain restrictions on names but a GBC need not necessarily end with the word “Limited” or “Limitée” or the abbreviation “Ltd” or “Ltée”. It is noteworthy that the names of GBCs may end with “Corp.”, “B.V”, “N.V”, “S.A” etc.
GBC1 may fulfill the new FSC requirements by choosing to adopt a constitution which provides for all disputes arising out of the constitution to be resolved by way of arbitration in Mauritius.
The FSC issued new substance guidelines for global business companies and these are effective as from 1 January 2015. Going forward, in addition to the existing conditions, a GBC1 would need to fulfill at least one of the following criteria:
- The corporation has or shall have office premises in Mauritius.
- The corporation employs or shall employ on a full time basis at administrative/technical level, at least one person who shall be resident in Mauritius.
- The corporation’s constitution contains a clause whereby all disputes arising out of the constitution shall be resolved by way of arbitration in Mauritius.
- The corporation holds or is expected to hold within the next 12 months, assets (excluding cash held in a bank account or shares/interests in another corporation holding a Global Business Licence) which are worth at least USD 100,000 in Mauritius.
- The corporation’s shares are listed on a securities exchange licensed by the Commission.
- It has or is expected to have a yearly expenditure in Mauritius which can be reasonably expected from any similar corporation which is controlled and managed from Mauritius.
A minimum of one Shareholder is required. The shareholder can be any nationality and does not need to be resident in Mauritius. Corporate shareholders are permitted.
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.
The corporation shall have or has at least 2 directors, resident in Mauritius, who are appropriately qualified and are of sufficient caliber to exercise independence of mind and judgement. A GBC1 company is not permitted to have a corporate director.
REGISTERED OFFICE, LOCAL AGENT AND COMPANY SECRETARY
Every GBC 1 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. A GBC1 must appoint a secretary.
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.
Time needed for incorporation approximately takes 10 – 15 working days.
Note: Additional information and/or documentation may be requested in order to finalize the incorporation thus the two business weeks timeframe may be prolonged.
RECURRING AND MAINTENANCE FEE AS FROM 2ND YEAR
- Provision of registered office.
- Provision of Registered Agent.
- Provision of Company Secretary.
- Annual license fee payable to the Financial Services Commission.
- Annual Fee payable to the Registrar of Companies.
The GBC1 companies are renewed with the Registrar of Companies by 20th of January and with the Financial Services Commission by 30th of June, irrespective of the date of incorporation.