LEGAL FORM
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 the 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). This write-up deals only with the GBC Category 2.
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 or 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 GBC2’s owing to which such companies 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, or provide financial or investment services to the public. Companies holding a Category 2 Global Business License cannot trade within the Republic of Mauritius.
COMPANY NAME
Mauritius GBC names must end in 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 a GBC in Mauritius, a Memorandum and Articles of Association must be filed with the Registrar of Companies. 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 Mauritius GBC2 must have a minimum of one shareholder, who may be a physical person or a body corporate.
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$ 50,000 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
A GBC 2 must have at least one director, who may be a physical person or a body corporate. Directors can be of any nationality or residence, and may be the same persons as the shareholders. While details of directors and shareholders are filed with the Registrar of Companies, they are not open to the general public.
REGISTERED OFFICE AND COMPANY SECRETARY
Every GBC must have a Registered Office in Mauritius, which must be located at the premises of a qualified lawyer, certified chartered accountant or licensed Management Company.The Mauritius GBC2 company is not required to have a secretary.
MEETINGS
Directors’ and shareholders’ meetings need not be held in Mauritius. A meeting may be attended 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.
INCORPORATION TIME
Two business weeks counting from the application submission date with the local competent authority. 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 and registered address
- Provision of Registered Agent
- Payment of annual government fee
- Payment of compliance fee
The GBC2 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.
IMPORTANT NOTE: LICENSABLE BUSINESS ACTIVITIES
If you conduct any activity without required license or authorization granted by a relevant authority in any jurisdiction, Agent Legal will not be able to assist you with the company formation or bank account opening related to such unlicensed activity.
Licensable activities include, but not limited to: provision of financial services involving trading/brokerage in foreign exchange, financial and commodity-based derivative instruments and other securities; offering investment advice to public; insurance and banking business; operation and administration of collective investment schemes and mutual funds; payment processing services; money exchange, money transmission or money brokering; asset management; safe custody services; gaming, gambling and lotteries.
Please contact us if you need our assistance in licensing of your financial, Forex brokerage or gambling company.