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Mauritius
Company formation in brief
Mauritius law provides for registration of entities of various organizational and legal forms, including those which may be attractive for a potential foreign investor, such as:
• Private limited company
• Public limited company
• Global Business Company
Private limited company may be established by one shareholder who is not required to pay any minimum capital, and is characterised as follows:
• maximum number of shareholders is 50;
• only registered shares that cannot be transferred to third parties without the shareholders majority’s approval may be issued;
• one director is sufficient for management (no corporate directors allowed).
Public limited company may be established by one shareholder who is not required to pay any minimum capital, and is characterised as follows:
• maximum number of shareholders is not limited
• only registered shares may be issued;
• shares may be publicly offered and transferred to third parties without the shareholders majority's approval;
• one director is sufficient for management (no corporate directors allowed).
Companies specifically planning licensed activities in Mauritius, such as banking, insurance, investment or leasing, are required to obtain prior approval from relevant regulatory authorities.
Small private companies, provided that their annual turnover is less than MRU 10'000'000, are not required to file strict accounting records. Audited financial statements are required for all other companies in Mauritius. Copies of annual financial statements and shareholder’s and director’s registers are open for the public in Mauritius.
From 1 January 2019, the Financial Services Commission (FSC) does issue only one type of Global Business License for the Global Business Companies (GBC). Pursuant to section 71(3) of the Financial Services Act 2018, the GBC is required to:
1. Carry out its core business generating income within or outside Mauritius, and:
(a) employ, either directly or indirectly, a reasonable number of qualified persons to carry out the core business; and
(b) have a minimum level of costs pro rata to its level of business.
2. be managed and controlled from Mauritius, or
3. be managed by a management company.
With respect to paragraph 2 above, the GBC is required to:
• have at least 2 directors residing in Mauritius;
• maintain a basic bank account in Mauritius at all times;
• maintain and keep accounting records at its registered office in Mauritius at all times;
• prepare its financial statements and audit them in Mauritius; and
• ensure that directors' meetings are attended by at least 2 directors from Mauritius.
A GBC is resident in Mauritius for tax purposes. In this regard, it is subject to a flat rate of 15 % tax. A tax resident company can claim foreign tax paid on their foreign source income as a credit to the full extent against Mauritius tax in respect of that income. However, the GBC is entitled to an 80% exemption in respect of the
following type of foreign-source income:
- Foreign source dividends derived by a company;
- Interest derived by a company;
- Profit attributable to a permanent establishment or a resident company in a foreign country;
- Income derived by Collective Investment Schemes, Closed End Funds, CIS Manager or CIS Administrator, Investment adviser or Asset Managers;
- Income derived by companies engaged in the leasing of ships or aircrafts;
- Income derived by companies engaged in the leasing of ships or aircrafts;
Note that the GBC will be entitled to claim this partial exemption regime provided it meets the substantive criteria as set out above. The maximum effective rate is 3% for the above-mentioned specific income streams, otherwise the tax rate is 15%.
A GBC also avails the possibility to the shareholders to apply for an Occupational (work & live) permit in Mauritius.
An Authorised Company (AC) is an offshore company registered with the Registrar of Companies (ROC) and licensed by the Financial Services Commission (FSC) in Mauritius.
AC is NOT a tax resident entity and therefore enjoys from 0% corporate taxation on its worldwide income in Mauritius, but it is NOT eligible to claim avoidance of double taxation and reduced withholding taxes on dividends / interests/royalties under Mauritius Double Taxation Avoidance Agreements.
The AC is more flexible in terms of the operations of its business as it is not required to be shown that it is managed and controlled from Mauritius. The AC shall at all times have a Registered Agent in Mauritius.
An AC is commonly used as an investment holding entity and used for purposes such as Trading, Consultancy and others.
The statutory law for trusts in Mauritius is the Trusts Act 2001.
The features of the Mauritius Trust:
- No requirement to register beneficiaries with Registry (Confidentiality),
- No requirement to register the Trust (Confidentiality),
- Forced heirship rules of other jurisdictions will not be enforced by the Courts in Mauritius,
- Confidentiality of trustee’s deliberations, identity of settlor and beneficiaries,
- Possibility to establish letters and memorandum of wishes,
- Tax exempted (0%) if beneficiaries are foreigners and no income are derived from Mauritius,
- Protection of assets from claims of creditors,
- Assets are protected for the benefit of beneficiaries and investments are not interrupted in case of the demise of the settlor,
- Assets are protected from spendthrifts of the family after the demise of the settlor,
- Orderly transfer of wealth to the next generations on the demise of the settlor.
Bangladesh, Barbados, Belgium, Botswana, Cabo Verde, China, Congo, Croatia, Cyprus, Egypt, France, Germany, Guernsey, India, Italy, Kuwait, Lesotho, Luxembourg, Madagascar, Malaysia, Malta, Monaco, Mozambique, Namibia, Nepal, Oman, Pakistan, Qatar, Rwanda, Senegal, Seychelles, Singapore, South Africa, Sri Lanka, Swaziland, Sweden, Thailand, Tunisia, Uganda, United Arab Emirates, United Kingdom, Zambia, Zimbabwe.
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